Counsel Announces Organizational Realignment and Share Exchange

Company to be Renamed: Street Capital Group Inc.

TORONTO, May 14, 2015 /CNW/ - Counsel Corporation ("Counsel" or the "Company") (TSX: CXS), today announced that it is realigning its organizational structure as part of its transition from operating multiple businesses in diverse markets, to a focused financial services company. Subject to shareholder approval, Counsel will change its name to Street Capital Group Inc. and augment its board of directors. Along with changes to its senior management team, these steps establish a strong foundation for the Company to continue to evolve along this focused path.

As part of this realignment, Counsel has entered into a share purchase agreement pursuant to which the Class C non-voting shares (the "Class C Shares") of Counsel's subsidiary, Street Capital Financial Corporation ("Street Capital"), currently held primarily by certain members of Street Capital's management, will be exchanged for 20 million common shares of Counsel (the "Share Exchange") and approximately $3 million in cash. The Share Exchange is subject to Counsel shareholder approval and must be approved by a majority of the votes cast by disinterested shareholders. Counsel shareholders of record on May 7, 2015 will be eligible to vote on the Share Exchange. The Company will hold its Annual and Special Meeting of shareholders on June 18^th in Toronto to consider both the name change and the Share Exchange (the "Meeting").

Highlights

• Counsel Corporation will change its name to Street Capital Group Inc. to promote brand recognition and efficiency.
• The management teams and boards of directors of Counsel and Street Capital will be combined and streamlined.
• All of the Class C non-voting shares of Street Capital, which are currently held primarily by certain members of Street Capital's management team, will be exchanged for 20 million common shares of Counsel and approximately $3 million cash.

"This is a very exciting time to be a Counsel shareholder," said Allan Silber, Chairman and CEO of Counsel Corporation. "As a significant shareholder myself, I view these steps as integral components of Street Capital's growth plans. The Share Exchange will give us additional capital to execute our business plan and support our ability to pay dividends in the future. Our analysis and the fairness opinion provided by CCC Investment Banking confirm that the Share Exchange is the optimal approach to drive even greater shareholder value, especially if Street Capital's bank license application is approved. By acting now to further strengthen our capital base, we enable the bank, if approved, to allocate additional capital to growth initiatives rather than applying it against a legacy agreement that did not contemplate Street Capital's current business plan. Just as important, this exchange represents a meaningful personal commitment from the members of the proven and experienced management team at Street Capital to Counsel shareholders regarding the future of this business. Having spent roughly 30 years at the helm of Counsel as a public entity, it is with mixed emotion that I hand over the reins. Ed Gettings and Lazaro DaRocha, as CEO and President, respectively, are the right indivdiuals to lead Street Capital Group into this exciting next phase and I am pleased to be able to continue to provide guidance to the team as Executive Chairman."

"Our Q1 results, released this morning, demonstrate that our core mortgage lending business continues to fire on all cylinders," said Ed Gettings, CEO of Street Capital Financial Corporation. "As a management team, our long-term interests are aligned with the interests of Counsel shareholders. We are confident that by continuing to execute our strategy today, we will set this business up for continued profitable growth well into the future. We have put the required people, systems and processes in place to support a transition to operating as a Schedule I bank, should our application be approved. I look forward to capitalizing on the foundation we have laid at Street Capital to drive measured growth over the next several years as we add a larger suite of products and services."

Details of the Proposed Share Exchange

The Share Exchange involves the purchase by the Company of all of the issued and outstanding Street Capital Class C Shares in exchange for the issuance of 20,000,000 common shares of Counsel and a cash payment of approximately $3 million. The Share Exchange is conditional on, among other things, the approval of disinterested shareholders at the Meeting and approval from the Toronto Stock Exchange ("TSX").

Subject to the occurrence of certain events, the vendors of the Class C Shares have agreed to not transfer the common shares of Counsel issued to them in exchange for their Class C Shares, except that (i) 25% of such shares may be transferred on or after June 1, 2017; (ii) 50% of such shares may be transferred on or after June 1, 2018; and (iii) 100% of such shares may be transferred on or after June 1, 2019.

The purchase agreement will be available on the SEDAR website at www.sedar.com within 10 days following the date of this press release. The management information circular for the Meeting will be sent to shareholders and filed with Canadian securities regulators and will be available on the SEDAR website at www.sedar.com.

CCC Investment Banking, financial advisor to the Company, has provided a fairness opinion to the Company's board of directors that, subject to the analyses, assumptions, qualifications and limitations set out in the fairness opinion, as at the date of the fairness opinion, the share exchange is fair from a financial point of view to the Company's shareholders, other than the vendors of the Class C Shares.

The Company's board, after careful consideration and having received the fairness opinion from CCC Investment Banking and advice from its legal advisors, unanimously concluded that the Share Exchange is in the best interests of the Company. Accordingly, the board unanimously approved the purchase agreement and unanimously recommends that shareholders vote in favour of the Share Exchange at the Meeting.

Concurrent with the Share Exchange, certain existing executive officers of Counsel will retire and the go-forward management of the Company will be as follows:

Chief Executive Officer	Ed Gettings
President	Lazaro DaRocha

The management of Street Capital Financial Corporation will be as follows:

Chief Executive Officer	Ed Gettings
President	Lazaro DaRocha
Vice Chairman	Paul Grewal
EVP, Corporate Development & Chief  Compliance Officer	Adam Levy
SVP and Chief Risk Officer	Gary Taylor
SVP, Treasury	Martin Frenette
SVP, Business Development	Chris Reid
SVP, Sales	Alfonso Casciato
Chief Information Officer	Steve Gesner
VP, Credit Operations	Stephen Kissuk
VP, Finance	Michael Dressler
VP, Internal Audit	Janne Farias

Shareholder and Stock Exchange Approvals

Shareholders of record on May 7, 2015 will be eligible to vote at the Meeting. A registered shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited his or her duly executed form of proxy not later than 4:00 p.m. (Toronto time) on June 16, 2015 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting, at the offices of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1.

In accordance with the rules of the TSX, the resolution approving the Share Exchange must be passed by the affirmative vote of a majority of the votes cast upon such resolution by disinterested shareholders present in person or represented by proxy at the Meeting. Votes by vendors of the Class C Shares (or principals thereof) who are insiders of Counsel will be excluded. Such insiders hold an aggregate of 5,281,127 common shares of Counsel as of May 13, 2015.

In accordance with the requirements of the Business Corporations Act (Ontario), the resolution approving the change of the Company's name to Street Capital Group Inc. must be passed by the affirmative vote of at least two-thirds of the votes cast upon such resolution by shareholders present in person or represented by proxy at the Meeting.

The Share Exchange and the change of the Company's name are also subject to the approval of the TSX. The Company has applied for conditional approval of the listing of the common shares to be issued pursuant to the Share Exchange on the TSX and for a substitutional listing to effect the change of its name and ticker symbol.

Conference Call

Counsel will host a conference call later today, Thursday, May 14, 2015 at 11:00 a.m. ET to discuss its Q1 financial results as well as the organizational realignment and Share Exchange. Allan Silber, CEO of Counsel Corporation and Ed Gettings, CEO of Street Capital Financial Corporation will chair the call.

PLEASE NOTE: The Q1 conference call will be accompanied by a webcast and slides related to the organizational realignment and Share Exchange announced today.

	Participant Dial-in	Webcast/Slides	Reference Number
Conference Call May 14, 2015 at 11:00AM	647-427-7450; or 1-888-231-8191	http://bit.ly/1zwmUEr
Replay (available for 2 weeks)	416-849-0833; or 1-855-859-2056		34422223

Annual and Special Meeting

Counsel will hold its Annual and Special Meeting of Shareholders at 4:00 pm ET on Thursday, June 18, 2015. The meeting will take place at the St. Andrew's Club & Conference Centre at 150 King St. West (SunLife Financial Tower), 27^th Floor, in Toronto.

Mortgage Lending Business

Counsel carries on its residential mortgage lending business through its subsidiary Street Capital (www.streetcapital.ca). Street Capital sources its mortgages primarily through a network of independent, high quality mortgage brokers across Canada with whom it has built relationships. Street Capital offers a broad lineup of high ratio and conventional mortgages, predominantly to prime borrowers, and sells the mortgages it underwrites to top-tier financial institutions. Business revenues are almost entirely from the gain on sale of mortgages.

Counsel Corporation (www.counselcorp.com)

Counsel Corporation (TSX: CXS) is a financial services company operating in residential mortgage lending through its subsidiary Street Capital Financial Corporation, one of the largest non-bank mortgage lenders in Canada. Founded in 1979 and a public company for more than a quarter century, Counsel's goal is to build consistently profitable, industry-leading financial services companies by investing in great leaders and providing them with the strategic guidance and financial resources they need to succeed.

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 and therefore subject to various risks and uncertainties. The words "may", "will", "could", "should", "would", "suspect", "outlook", "believe", "plan", "anticipate", "estimate", "expect", "intend", "forecast", "objective", "hope" and "continue" (or the negative thereof), and words and expressions of similar import, are intended to identify 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. Factors that could cause results to vary include those identified in the Company's Annual Information Form and other regulatory filings and all forward-looking statements included herein should be considered in conjunction with such filings. Such factors include, but are not limited to, the Company's ability to complete the Share Exchange; the conditions to the Share Exchange being satisfied or waived; no assurance that the Share Exchange will receive the required regulatory or shareholder approvals; no assurance that Street Capital will receive regulatory approval to operate as a Schedule I bank; changes to the business environment that may impact the Company, its investments and capital expenditures; and competitive factors which may impact revenue and operating costs. The Company undertakes no obligation, and does not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events.

SOURCE Counsel Corporation

Counsel Corporation, Stephen Weintraub, EVP, Secretary & CFO, [email protected], Tel: [phone]; Loderock Advisors, Jonathan Ross, [email protected], Tel: [phone]