Counsel : Announces Shareholder Approval of Organizational Realignment, Share Exchange and Name Change to Street Capital Group Inc.

Counsel Announces Shareholder Approval of Organizational Realignment, Share Exchange and Name Change to Street Capital Group Inc. Common shares to begin trading under new symbol "SCB" on June 23, 2015

The Company will file articles of amendment on June 19, 2015 to change its name to Street Capital Group Inc. The share exchange is expected to close on June 23, 2015 and the Company's common shares are expected to begin trading under the ticker symbol SCB on the Toronto Stock Exchange at market open on that day.
"Two years ago we articulated a vision of Counsel Corporation as a focused, growing financial services organization and the approval of the share exchange transaction was the final step in making that vision a reality," said Allan Silber, Chairman of Counsel Corporation. "This transaction represents a meaningful personal commitment to Counsel shareholders from the members of the proven and experienced management team at Street Capital. Ed Gettings, Lazaro DaRocha, Paul Grewal and their team are the right individuals to grow Street Capital Group Inc. from its current foundation into a substantial financial institution that will continue to prudently drive sustainable, profitable growth for its shareholders."
"The approval of the share exchange transaction provides the capital strength and flexibility to execute our business plan and paves the way for continued profitable growth," said Ed Gettings, CEO of Street Capital Financial Corporation. "Our mortgage lending business continues to perform well and growing that business remains our priority. This transaction was an important step toward our goal of becoming a Schedule I bank and we look forward to continuing to work with OSFI through to a successful conclusion of the process."

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
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Street Capital Financial Corporation applied to Canada's Minister of Finance to operate as a federally regulated Schedule I bank in 2012. While there is no assurance the application will receive approval, the Company believes it has the appropriate structure, leadership, maturity and scale to successfully complete the application process.

The Company expects to incur approximately $7.5 million in restructuring costs during the second quarter of 2015 related to the organizational realignment. These costs include severance payments and expenses related to transitioning responsibilities from Counsel to Street Capital. The restructuring is expected to save over $4 million in general and administrative expense on an annual basis. In addition, there will be a one-time, non-cash charge to earnings in the second quarter to reflect the value of the Counsel shares issued pursuant to the share exchange transaction.

Detailed results of the votes by proxy for the election of directors at the Meeting are set out below:

Counsel Corporation (TSX: CXS) is a financial services company operating in residential mortgage lending through its wholly owned subsidiary Street Capital Financial Corporation (www.streetcapital.ca), 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 create shareholder value by building a substantial, diversified financial services organization. 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.
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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 approved at the Meeting; the conditions to the share exchange being satisfied or waived; no assurance that Street Capital Financial Corporation 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.

Stephen Weintraub Jonathan Ross

Corporate Secretary jon.ross@loderockadvisors.comsaw@counselcorp.comTel: (905) 334-0095

Tel: (416) 866-3058

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