Counsel Corporation

Counsel Announces Progress on Winding Down Knight’s Bridge Portfolio

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For Immediate Release Counsel Corporation, 1 Toronto Street, Suite 700, P.O. Box 3 Toronto, Ontario M5C 2V6 Voice 416-866-3000 Fax: 416-866-3061 www.counselcorp.com COUNSEL ANNOUNCES PROGRESS ON WINDING DOWN KNIGHT'S BRIDGE PORTFOLIO TORONTO, ONTARIO, February 9, 2015 - Counsel Corporation ("Counsel" or the "Company") (TSX: CXS), a financial services company, today announced that it has successfully divested most of the core holdings in the Knight's Bridge Capital Partners Fund (the "KBCP Fund"), which is managed by its wholly-owned private equity subsidiary, Knight's Bridge Capital Partners Inc. ("Knight's Bridge"). The monetization of the KBCP Fund portfolio has occurred on or ahead of schedule and has generated positive returns for Counsel's shareholders and third party investors in the Fund. Significant holdings which have been sold or are available for sale include Authentic Brands Group LLC, which Knight's Bridge exited in August, 2014; Polaroid Corp., which was exited in December, 2014; and TubeMogul (TUBE-N), which became available for exit on January 14, 2015, after the expiry of the KBCP Fund's hold period following TubeMogul's IPO in July, 2014. The remaining significant holding in the Fund is its interest in Robert Graham Designs, LLC, a high end apparel company. For the nine months ended September 30, 2014, Counsel recorded a fair value appreciation of $17.8 million ($7.1 million net of third party investors' interest) related to the KBCP Fund, which it consolidates, compared to $10.1 million ($3.2 million net of third party investors' interest) for the year ended December 31, 2013. In 2013, Counsel announced it would begin to divest its non-core businesses in order to focus exclusively on financial services, specifically residential mortgages, through its wholly owned subsidiary Street Capital Financial Corporation ("Street Capital"). Street Capital's portfolio of mortgages under administration grew by 46% in 2013 and by 17% for the first nine months of 2014. Street Capital is currently the 4 th largest lender in the mortgage broker channel. "Our strategy of monetizing our private equity investments has been successful, with our shareholders and Fund investors realizing significant capital appreciation," noted Allan Silber, CEO of Counsel Corporation. "Our plan to realign the Company's focus solely on financial services through Street Capital is essentially complete. Looking ahead, we expect our strong market position and disciplined approach to lending to drive further positive results." Since January 2013, Counsel has successfully divested its non-core holdings in Terra Firma Capital Corporation, Heritage Global, Inc. and Fleetwood Fine Furniture, as well as its real estate investments.

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