Brascan Proposes Merger With Trilon Financial Corporation.

Business Editors

TORONTO--(BUSINESS WIRE)--March 26, 2002

Transaction valued at $775 million or $17 per Trilon common share

Brascan Corporation (TSE, NYSE - BNN.A/BNN) today announced a proposal to merge with Trilon Financial Corporation (TSE: TFC.A). Trilon, which is currently 70% owned by Brascan, provides asset management and merchant banking services. Trilon also conducts capital markets activities and has a growing business services operation.

The proposal represents a transaction price of approximately $17.00 for each Trilon common share, payable in a combination of cash and common shares of Brascan Corporation. Trilon shareholders may elect to receive payment for their Trilon shares entirely in the form of cash or Brascan common shares or any combination thereof, subject to a maximum aggregate cash payment of $388 million and a maximum issuance of 11.4 million Brascan common shares, representing $388 million based on the closing price of Brascan Corporation common shares on March 25, 2002 of $34.05 per share.

Following the conclusion of the transaction, Trilon will continue to operate as a wholly-owned subsidiary of Brascan under the name of Brascan Financial Corporation and will continue to expand its asset management, merchant banking, business services and capital markets activities with the direct support of Brascan and its management team.

The preferred shares and debt securities previously issued by Trilon will remain outstanding in their current form and will be unaffected by the proposed merger transaction. The transaction will not impact Brascan's currently issued and outstanding debt and preferred securities.

Bruce Flatt, President and CEO of Brascan Corporation, stated that "We are in the process of transforming Brascan from a multi-business holding company into a focused operating business with three key core operations which generate consistent and sustainable cash flows - real estate, financial services and power generation. Our strategy includes, where possible, 100% ownership of these principal operating businesses. This transaction furthers this strategy and follows the recent increase in ownership of our power generating assets to 100%. The merger of Trilon and Brascan gives us the opportunity to fully integrate the management and financial resources of both companies, establishing a stronger platform for future growth."

George Myhal, President and CEO of Trilon commented that, "As a wholly owned business unit of Brascan, we will increase our access to the broader resources of the Brascan Group. This will provide us with additional competitive advantages in conducting our asset management and merchant banking business. We are pleased that, by electing to receive Brascan common shares, our shareholders may continue to participate in our future growth, as well as the growth of Brascan's operations in the real estate and power generating sectors."

Trilon Forms Independent Committee to Review Proposal

The board of directors of Trilon has established a committee of independent directors to review the merger proposal. The Independent Committee has retained TD Securities Inc. to provide financial advisory and valuation services with respect to the proposed transaction, including a valuation of the Trilon common shares. TD Securities will also provide its opinion as to whether the consideration offered by the proposed transaction is fair, from a financial point of view, to the minority shareholders of Trilon. Information will be mailed to Trilon shareholders shortly which will contain information concerning the transaction, the recommendation by Trilon's Independent Committee, and the independent valuation of Trilon common shares as prepared by TD Securities.

Additional Information Concerning the Merger

The number of Trilon common shares not currently owned by Brascan is approximately 45.6 million shares, resulting in a total transaction value, based on the offer price, of approximately $775 million. Brascan will pay as consideration $388 million in cash and issue 11.4 million Brascan Class A common shares valued at approximately $388 million based on the March 25, 2002 closing price. The merger proposal, including the issuance of Brascan Class A common shares, is subject to various regulatory approvals. In order to provide Trilon shareholders with the opportunity to receive proceeds on a tax deferred basis, Brascan has also agreed to offer Class A Preference Shares, Series 11 in exchange for Trilon shares as an alternative to the cash option component of the transaction. The Series 11 Preference Shares will bear non-cumulative dividends in the context of the market at the time of their issue. The other terms will be similar to the Series 10 Preference Shares issued in September

2001, which are currently listed on The Toronto Stock Exchange. Further details will be provided in the circular, which is expected to be mailed within two weeks.

A pro forma condensed balance sheet of Brascan, which illustrates the impact of the transaction on Brascan's financial position, is attached to this press release.

Brascan Corporation owns, manages and builds businesses which generate sustainable cash flows. Current operations are largely in the real estate, financial and power generation sectors. In addition, Brascan holds investments in the resource sector. Brascan is listed on The Toronto Stock Exchange under the symbol BNN.A and the New York Stock Exchange under the symbol BNN.

Trilon Financial Corporation is a Canadian financial services company that provides a broad range of financial and management services. Trilon also invests its own capital together with its clients to assist them in implementing their business plans. Trilon's clients include governments, institutions, corporations and high net-worth individuals. Trilon is listed on The Toronto Stock Exchange under the symbol TFC.A.

                          Brascan Corporation
                             Balance Sheet
---------------------------------------------------------------
As at December 31                                2001
                                          ---------------------
Cdn$ Millions                                Actual       After
                                                           Transaction
                                                           (see Notes)
---------------------------------------------------------------
Assets
 Cash and cash equivalents                    $ 607       $ 219
 Accounts receivable and other                2,202       2,202
 Operating assets
  Commercial properties                       9,580       9,580
  Financial operations                        3,137       3,273
  Power generating plants                     1,511       1,511
  Residential properties                      1,110       1,110
  Assets under development                    1,631       1,631
 Investment in Noranda Inc. and Nexfor Inc.   2,151       2,151
---------------------------------------------------------------
                                           $ 21,929    $ 21,677
---------------------------------------------------------------
Liabilities
 Non-recourse borrowings
  Property specific mortgages               $ 7,160     $ 7,160
  Other debt of subsidiaries                  3,161       3,161
 Corporate borrowings                         1,313       1,313
 Accounts and other payables                  1,718       1,718
Shareholders' interests
 Minority interests of others in assets       2,720       2,081
 Preferred equity
  Corporate                                   1,107       1,107
  Subsidiaries                                  489         489
 Common equity                                4,261       4,648
---------------------------------------------------------------
                                           $ 21,929    $ 21,677
---------------------------------------------------------------

Notes:

1.   Assumes the purchase of 45.6 million Trilon common shares valued
     at $17.00 per share for a total purchase price of $775 million.

2.   Assumes the purchase price paid as follows: $387.6 million in
     cash; and $387.6 million in Brascan common shares.

PAYMENT OPTIONS

Alternative Forms of Payment

       Shareholders may elect to receive cash or Brascan Class A Shares,
or a combination thereof with a combined value of $17.00 per Trilon
common share. Brascan Class A Shares will be issued at a price of
$34.00 per share.
1.   Cash - up to $17.00 for each Trilon common share. Subject to a
     maximum payment of $388 million, provided that each shareholder
     will have the right to receive not less than $8.50 cash for each
     Trilon common share, with the balance paid in the form of Brascan
     Class A Shares.
                             - or -
2.   Brascan Corporation Class A Shares - up to one-half of a Brascan
     Class A Share for each Trilon common share. Subject to a maximum
     issuance of 11.4 million Brascan Class A Shares, provided that
     each shareholder will have the right to receive not less than 1/4
     of a Brascan Class A Share (i.e $8.50) for each Trilon common
     share, with the balance paid in cash.

Optional Preference Share Payment - Trilon shareholders may elect to
receive Brascan Class A Preference Shares, Series 11 at a price of
$25.00 for each Series 11 Share in lieu of cash proceeds.

       In the event that shareholders elect to receive any form of
consideration in excess of the maximum amount available, the excess
election amounts will be reduced on a pro rata basis and paid as
follows:
1.   Excess elections to receive cash and/or Series 11 Preference
     Shares will be paid in the form of Brascan Class A Shares.
2.   Excess elections to receive Class A Shares will be paid in the
     form of cash or Series 11 Preference Shares at the direction of
     shareholders.