Counsel Corporation

Counsel Corporation

October 11, 2007 15:58 ET

Terra Firma Capital Corporation Files Preliminary Prospectus

TORONTO, ONTARIO--(Marketwire - Oct. 11, 2007) - Counsel Corporation ("Counsel") (TSX:CXS) announced today that Terra Firma Capital Corporation ("Terra Firma") has filed a preliminary prospectus for an initial public offering of common shares 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 are being offered under the prospectus, on a best efforts basis, at a price of $0.20 per share.

Counsel may be considered to be the promoter of Terra Firma in that it took the initiative in founding and organizing Terra Firma, and Counsel is also one of its seed round investors. If the Offering is completed in accordance with its terms, it is expected that Counsel will own less than 10% of Terra Firma's issued and outstanding shares. 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) acquires businesses in diverse industry sectors and at various stages of their business life cycles. Its goal is to create value within these businesses and to realize on the value creation at the appropriate time. 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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