Counsel Corporation

Counsel Corporation

December 20, 2007 13:54 ET

Terra Firma Capital Corporation Completes IPO

TORONTO, ONTARIO--(Marketwire - Dec. 20, 2007) - Counsel Corporation ("Counsel") (TSX:CXS) announced today that Terra Firma Capital Corporation ("Terra Firma") has completed its initial public offering as a capital pool company (the "Offering") in accordance with and subject to the rules of the TSX Venture Exchange ("Exchange"). A total of 3,500,000 common shares of Terra Firma were sold under Terra Firma's final prospectus dated December 14, 2007 at a price of $0.20 per share. Terra Firma's common shares have been conditionally approved for listing on the TSX Venture Exchange and it is expected that trading will commence as soon as practicable but in any event in early 2008 under the symbol "TII".

Counsel may be considered to be the promoter of Terra Firma in that it took the initiative in founding and organizing Terra Firma and is one of its seed round investors. As a result of the Offering, Counsel currently owns less than 10% of Terra Firma's share capital. As previously announced, the members of the board of directors of Terra Firma are Dr. Chris Bart, Jamie Golombek, Morris Perlis, Philip Reichmann, Reuben Rosenblatt and Allan Silber (Chairman). Mr. Reichmann and Mr. Silber are also directors of Counsel; the other four directors are independent of Counsel.

Terra Firma has no ongoing commercial operations and the purpose of the Offering is to provide the funds necessary to identify and evaluate businesses and assets with a view to completing a "Qualifying Transaction" in accordance with and subject to the rules of the Exchange. Terra Firma currently anticipates pursuing a Qualifying Transaction primarily through the acquisition of real property, focusing primarily on the commercial, industrial and institutional sectors.

About Counsel Corporation

Counsel Corporation (TSX:CXS) is an international asset management firm that actively partners with businesses to achieve shared success and to unlock value through leveraging our relationships, our access to capital and our strategic market experience. For further information, please visit Counsel's website at

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Counsel currently operates, but because of the factors listed herein, as well as other factors beyond Counsel's control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in Counsel's securities and other regulatory filings.

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