Counsel Corporation subsidiary Counsel RB Capital acquires auction firm - Heritage Global Partners

TORONTO, Feb. 29, 2012 /CNW/ - Counsel Corporation ("Counsel") (TSX: CXS) announced today that its subsidiary, Counsel RB Capital Inc. ("Counsel RB") (OTCQB: CRBN), a leader in distressed and surplus capital asset transactions, has completed the acquisition of  Heritage Global Partners, Inc. ("Heritage Global Partners") (www.hgpauction.com), a leading, full-service global auction and asset advisory firm managed by Ross and Kirk Dove.

The Doves are industry pioneers with over a half century of worldwide auction industry experience and expertise, including managing more than 4,000 industrial auctions in 30 countries.  Counsel RB began its asset liquidation operations in the second quarter of 2009 and has rapidly developed into an industry leading provider of capital asset solutions.

Consideration for the transaction included a combination of cash, notes and equity in Counsel RB in the form of shares, plus options.  Specific terms of the agreement were not disclosed.

"We're extremely pleased with this transaction as Counsel RB has identified the addition of an industrial auction division as an  important component of its growth strategy," said Counsel CEO Allan Silber, who also serves as Counsel RB's Chairman and President. "This will broaden Counsel RB's array of capital asset solutions and help position it to be at the front of the line for important, new deals."

"As a fast-growing, emerging leader in the asset liquidation sector we are always looking to add value-added offerings to our suite of services," said Counsel RB Co-CEO Jonathan Reich. "Partnering with Ross and Kirk and the talented team at Heritage Global Partners is a very important milestone and logical next step as we continue building Counsel RB into a diversified and scalable full-service organization that can successfully meet the needs of our expanding client base.  We are very excited about launching this turnkey in-house auction capability and adding decades of relevant industry experience to our senior management team. Kirk and Ross also bring a wealth of key global industry relationships and we welcome them and the additional key executives of Heritage's experienced group of associates to the Counsel RB family."

Heritage Global Partners Managing Partner Ross Dove stated: "Kirk and I have known and worked with Adam and Jonathan Reich on a number of transactions over the past decade.  We have the utmost respect for their strong and consistent track record in the distressed and surplus assets space and are delighted to be a part of what they have been building in recent years at Counsel RB.  With a vested interest in Counsel RB's future performance, we look forward to contributing to its growth and success for years to come."

"Having partnered and collaborated with Ross, Kirk and the Heritage team on several successful recent transactions, including the BP Solar and Solyndra dispositions, we agreed that acquiring their company's assets, including two California-based offices, and bringing their auction business in-house at Counsel RB would be a win-win for both organizations," added Counsel RB Co-CEO Adam Reich.  "This important capability should enable us to grow even faster and in what we expect will be a more profitable trajectory as this additional service makes us a much more formidable competitor and a more valuable partner to our industry peers."

Further details on the transaction will be available at www.sec.gov after Counsel RB has filed its 8-K with the U.S. Securities and Exchange Commission.

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, real estate finance and private equity investment.

About Counsel RB Capital (www.counselrb.com)

Counsel RB Capital Inc. (OTCQB: CRBN) is a value-driven, innovative leader in distressed and surplus capital asset transactions.  The Company focuses on identifying, acquiring and monetizing distressed and surplus capital assets.  It specializes in acquiring turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios and related intellectual property.

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 the expectations of Counsel and Counsel RB ("the Companies"), should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which the Companies currently operate, but because of the factors listed herein, as well as other factors beyond the Companies' 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.

SOURCE Counsel Corporation

For further information:

Counsel Corporation
Stephen Weintraub
EVP, Secretary & CFO
saw@counselcorp.com
Tel: (416) 866-3058

The Equicom Group
Tim Foran
tforan@equicomgroup.com
Tel: (416) 815-0700 ext. 251

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Counsel Corporation

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