Counsel Corporation
TSX : CXS

Counsel Corporation

December 16, 2008 18:52 ET

Counsel Corporation Acquires Common Shares of Terra Firma Capital Corporation

TORONTO, ONTARIO--(Marketwire - Dec. 16, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Counsel Corporation (TSX:CXS)(the "Corporation" or "Counsel") announced that it has acquired an additional 1,625,000 common shares (the "Acquired Shares") of Terra Firma Capital Corporation (TSX VENTURE:TII.P) ("Terra Firma") on December 15, 2008 on the basis of $0.40 per common share, representing approximately 16.4% of Terra Firma's outstanding common shares as at the end of day on December 15, 2008. After acquiring these common shares, Counsel owns and controls 2,275,000 common shares of Terra Firma representing approximately 23.0% of Terra Firma's outstanding common shares as at the end of day on December 15, 2008. Prior to this transaction, Counsel owned and controlled 650,000 common shares representing approximately 6.6% of Terra Firma's outstanding common shares as at the end of day on December 15, 2008.

The Acquired Shares were acquired as partial consideration paid to Counsel by Terra Firma in connection with Terra Firma's purchase from Counsel of a 19,000 square-foot commercial retail property in Thunder Bay, Ontario (the "Acquisition"). Pursuant to an agreement of purchase and sale dated May 23, 2008, as amended, Terra Firma acquired the commercial retail property from Counsel at a purchase price of $2,350,000, subject to customary adjustments (the "Purchase Price"). The Purchase Price was payable by way of (i) the issuance by Terra Firma to Counsel of 1,625,000 common shares of Terra Firma based on a value of $0.40 per share, (ii) the assumption by Terra Firma of an existing mortgage on the acquired property; and (iii) the payment of the remainder in cash.

Counsel may, depending on market and other conditions, on an individual or joint basis, increase or decrease its ownership of common shares of Terra Firma, whether in the open market, by privately negotiated agreements, or otherwise.

This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters.

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 www.counselcorp.com.

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 Corporation's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Counsel Corporation currently operates, but because of the factors listed herein, as well as other factors beyond Counsel Corporation'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 the Company's securities and other regulatory filings.

This press release is not an offer of securities for sale in the United States. The securities of Terra Firma referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended. Securities of Counsel and of Terra Firma may not be offered or sold in the United States absent registration or an exemption from registration.

No securities regulatory authority or stock exchange has in any way passed upon the merits of the matters described herein and has neither approved nor disapproved the contents of this press release.

No securities regulatory authority or stock exchange accepts responsibility for the adequacy or accuracy of this press release.

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