Counsel Corporation's Telecommunications Platform, I-Link, Completes Major Acquisition Of Retail Long Distance Telephony Assets.

Business Editors

TORONTO--(BUSINESS WIRE)--June 7, 2001

Commences Operation of 10XXX "Dial Around" Business

Counsel Corporation (NASDAQ:CXSN)(TSE:CXS.), the majority stockholder of I-Link Incorporated (Nasdaq:ILNK), today announced that I-Link has completed its acquisition of substantially all of the assets of the retail long distance business of WorldxChange Communications, Inc., as part of a court supervised sale in the bankruptcy proceedings of World Access, Inc. I-Link paid $13 million for these assets, which include retail accounts receivable of approximately $13 million as well as the right to retain the first $2.7 million of proceeds realized from the collection of wholesale accounts receivable.

Counsel Corporation has agreed to provide a secured loan to I-Link of $15 million, of which $13 million was utilized to fund the acquisition. The loan bears interest at 10% per annum and matures in one year, and I-Link has agreed to issue Counsel warrants to purchase 5 million shares of common stock at an exercise price of $0.60 per share, plus additional warrants to purchase 5 million shares at $0.60 per share if the loan is not repaid within three months and 5 million shares at $0.60 if the loan is not repaid within six months. The terms of the loan were approved by an independent committee of the board of I-Link, who were advised by Kaufman Brothers. I-Link intends to refinance the Counsel loan as soon as possible, utilizing the acquired assets as collateral.

I-Link has commenced operating its newly acquired 10XXX "dial around" business under a substantially reduced cost structure and expects to realize significant additional cost reductions, in part through the modification of agreements with principal equipment vendors and service providers, resulting in enhanced cash flow and earnings. I-Link will continue to acquire and aggregate additional 10XXX revenue streams to its existing dial-around platform of approximately US$70 million of annualized revenues with approximately 300,000 retail subscribers.

"We are delighted to have completed this acquisition on exceptionally advantageous terms," said Gary Wasserson, President and CEO of I-Link. "By structuring the transaction as an asset purchase, we have been able to leave behind the legacy issues that were plaguing WorldxChange, with the result that I-Link has acquired a very strong core business that it can operate profitably. In addition, this presents a significant opportunity to rapidly expand and entrench our customer base by offering access to I-Link's technologically superior products and services."

"This acquisition is major step forward in our strategy to rapidly accelerate the growth of our telecommunications platform," stated Allan Silber, Chairman and CEO of Counsel Corporation. "The current marketplace" continued Mr. Silber, "provides unprecedented opportunities to acquire and consolidate telecommunications assets that will generate substantial growth in revenues, cash flow and earnings."

About Counsel Corporation

Counsel Corporation (TSE:CXS / Nasdaq:CXSN) focuses on acquiring significant positions in, and actively managing for growth, a portfolio of operating companies. Counsel's strategic portfolio investments include companies that possess enabling technologies that provide a competitive advantage for their end users and have the potential to contribute to the transformation of the business environment: a 56% stake in sales and marketing intelligence systems provider Proscape Technologies, Inc. (www.proscape.com); a 34% stake in e-marketer Impower, Inc. (www.impower.com); a 28% stake in e-learning application service provider IBT Technologies, Inc. (www.ibt-technologies.com); and a 13% stake in Internet data communications and services provider Core Communications Corporation (www.core.net).

Counsel Communications LLC is a wholly owned subsidiary of Counsel Corporation. Counsel Communications is focused on acquiring, consolidating and operating Internet telephony and other telecommunications-related businesses. In February 2001, Counsel Communications acquired 97.5% of Nexbell Communications Inc. (www.nexbell.com), a designated Cisco Powered Network member in the Voice over Internet Protocol (VoIP) category. On March 1, 2001, Counsel Communications acquired a 65% interest in I-Link Incorporated (Nasdaq:ILNK; www.i-link.com), an enhanced Internet Protocol voice and data communications service provider. On April 18, 2001, I-Link acquired Counsel's interest in Nexbell in exchange for shares, resulting in Counsel owning approximately 70% of I-Link. The Company's primary strategy is to develop one of the most sophisticated, next-generation communications networks in the US, providing efficient, leading-edge domestic and international VoIP connectivity as well as other related "value-added" and traditional telecommunications services.

In the medical products sector, Counsel's 78.5%-owned Sage BioPharma, Inc. subsidiary (www.sagebiopharma.com) develops and markets products used in the treatment of infertility.

About I-Link

Headquartered in Draper, Utah, I-Link (Nasdaq: ILNK - news) is an enhanced voice/data service provider. With its software-defined network architecture, I-Link simplifies the delivery of unified communications today. I-Link offers a full range of enhanced services such as one-number call routing; caller screening; unified voice, fax, pager and e-mail messaging; voice-and fax-on-demand; conference calling; and seamless call transfer from cell phone to land-line and vice versa via a direct connection to its nationally deployed Internet Protocol telephony network. I-Link's open API-programming platform for enhanced IP communications, Gatelink, uses softswitch technology to rapidly create and deploy IP-based, enhanced communications services with less expense and complexity. For further information, visit I-Link's website at http://www.i-link.com.

This news release may include statements that constitute forward-looking statements, usually containing the words "believe," "estimate," "project," "expects," or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this document.