Counsel Corporation to Sell Real Estate Portfolio to Retrocom REIT

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TORONTO, ONTARIO--(Marketwire - Dec. 14, 2010) - Counsel Corporation ("Counsel" or the "Company") (TSX:CXS - News) today announced that it has agreed to sell a real estate portfolio (the "Portfolio") owned and/or managed by Counsel to Retrocom Mid-Market Real Estate Investment Trust ("Retrocom") (TSX:RMM.UN - News). The Portfolio consists of 7 commercial retail properties totaling in excess of 800,000 square feet of gross leasable area and a development property, located in Ontario and New Brunswick.The aggregate purchase price for the Portfolio is $140.6 million, subject to the usual closing adjustments. Retrocom will be assuming all of the long-term mortgage debt that is currently on the properties. The transaction is subject to customary closing conditions, and is expected to close by the end of 2010.Counsel has, approximately, a 20% equity interest in seven of the properties, which it manages for its own account and on behalf of third party investors. In addition, Counsel has a carried interest in the earnings generated for the third party investors. The eighth property, 870 Red River Road in Thunder Bay, is owned by Terra Firma Capital Corporation (TSX VENTURE:TII - News), a TSX Venture Exchange-listed company that is managed and 23%-owned by Counsel. The portion of the purchase price allocated to the Red River Road property is approximately $2.7 million.Allan Silber, Chairman & CEO of Counsel said, "The sale of the Portfolio is consistent with our mandate to acquire, redevelop and improve quality real estate product for the investor marketplace. Since 2006 we have been acquiring and adding value to a select set of real estate assets that meet our investment criteria, for our account and on behalf of our partners." Mr. Silber continued, "We believe we have created significant value in the Portfolio by executing on our proactive asset management strategy and that current market conditions provide an opportune time to realize on this value creation. Counsel will continue to seek out new and compelling opportunities to build on our successful real estate track record."About Counsel CorporationCounsel Corporation (TSX:CXS - News) is a private equity investor and alternative asset manager that actively partners with businesses to achieve shared success and to unlock value through leveraging its relationships, access to capital and strategic market experience. For further information, please visit Counsel's website at www.counselcorp.com.About Terra Firma Capital CorporationTerra Firma (TSX VENTURE:TII - News) is a full service, publicly traded real estate finance company that provides customized equity and debt solutions to the real estate industry. It focuses on providing flexibility to property owners who may be limited by conventional bank financing, and investing in quality commercial and residential developments. Terra Firma offers a full spectrum of real estate financing under the guidance of strict corporate governance, clarity and transparency.Forward-Looking StatementsThe 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 and Terra Firma's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Counsel Corporation and Terra Firma currently operate, but because of the factors listed herein, as well as other factors beyond Counsel Corporation's and Terra Firma'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 Companies' securities and other regulatory filings.

Contact:
Stephen Weintraub
Counsel Corporation
Executive Vice President, Secretary & CFO
(416) 866-3058
saw@counselcorp.com
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