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Press release from CNW Group

Counsel Corporation Announces Dividend of Terra Firma Shares

Thursday, November 08, 2012

Counsel Corporation Announces Dividend of Terra Firma Shares15:56 EST Thursday, November 08, 2012TORONTO, Nov. 8, 2012 /CNW/ - Counsel Corporation ("Counsel" or the "Company") (TSX: CXS), a financial services company, is pleased to announce that its board of directors has declared a special dividend-in-kind (the "Special Dividend") to shareholders of Counsel of the Company's entire holding of 6,168,333 common shares (the "Terra Firma Shares") in real estate finance company Terra Firma Capital Corporation ("Terra Firma") (TSX-V: TII).The Special Dividend will be paid on or about January 1, 2013 to Counsel's shareholders of record as at December 3, 2012 (the "Record Date"). Each holder of the Company's common shares on the Record Date ("Shareholders") will receive that number of Terra Firma Shares equal to the fraction of 6,168,333 divided by the total issued and outstanding common shares of the Company on the Record Date for each one of the Company's common shares held. Shareholders will not receive fractional shares. The dividend will be taxable and non-residents of Canada will be subject to Canadian withholding taxes.On September 20, 2012, the Company announced its intention to make the Special Distribution along with its decision to end its management contract with Terra Firma, effective December 31, 2012. The decision is consistent with Counsel's strategy to focus on its key operating business platforms, including its residential mortgage lending business and capital asset solutions business.Counsel owns approximately 20.2% of the outstanding common shares of Terra Firma, representing approximately $1.84 million in value based on the $0.30 Terra Firma share price at close of trading November 7, 2012. Following the completion of the Special Dividend, Counsel will not hold any Terra Firma shares.About Counsel Corporation (www.counselcorp.com)Counsel Corporation (TSX: CXS) is a financial services company that operates through its individually branded businesses in residential mortgage lending, distressed and surplus capital asset transactions, and private equity investment.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 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. SOURCE: Counsel CorporationFor further information: Counsel Corporation Stephen Weintraub, EVP, Secretary & CFO saw@counselcorp.com Tel: (416) 866-3058The Equicom Group Tim Foran tforan@equicomgroup.com Tel: (416) 815-0700 ext. 251