Counsel Corporation Acquires 40% Stake In Proscape Technologies, Inc.

Business Editors

TORONTO--(BUSINESS WIRE)--Jan. 20, 2000

(NASDAQ:CXSN) (TSE:CXS.)

Leading Provider Of Innovative Business To Business Fact

Based Sales And Marketing Information Software

Systems To Fortune 1000 Companies

    - Transaction Follows Recent Counsel Investments in
     Delano Technology Corporation, Impower Inc. and
      Hip Interactive Corp.
    - Reflects Counsel's Continued Aggressive Pursuit of
     Initiatives To Broaden Its Investment Focus and Build
      Shareholder Value,  With Emphasis on Internet- and Other
     Technology-based Enterprises

Reflecting its goals of broadening its investment focus and building value for its shareholders, Counsel Corporation, of Toronto, Ontario (TSE: CXS / Nasdaq: CXSN) (&uot;Counsel&uot; or the &uot;Company&uot;) today announced that it has acquired a 40% stake in Proscape Technologies, Inc. Proscape, which is privately held, is a leading provider of business-to-business fact-based sales and marketing information systems to Fortune 1000 companies.

Based in Fort Washington, Pennsylvania, Proscape Technologies, Inc. is the leading provider of business-to-business, fact-based, enterprise sales and marketing information software systems. Proscape's enterprise software systems are designed to enable Fortune 1000 companies to automate their marketing and sales functions by integrating executive strategy, market data and tactical sales execution into compelling, fact-based messages delivered at the point of sale. The Company's products operate over the Internet, corporate-based Intranets and client-server networks. Proscape is poised to redefine the front office marketplace. Proscape has the only solution that enables true fact-based selling - integrating marketing assets and best-practices with client specific enterprise, syndicated and point-of-sale data to improve selling effectiveness by extending into the customer interaction to provide targeted, competitive insight to the customer. Proscape's customers include: Adecco, Inc., Anheuser-Busch, Inc., Adelphia Business Solutions, The Keebler Company, The Pillsbury Company, TDS Telecommunications Corporation, Triton PCS (SunCom), VoiceStream Wireless Corporation, Wilmington Trust Company, and Wyeth-Ayerst Laboratories, among others.

Allan Silber, Chairman and Chief Executive Officer of Counsel Corporation, said: &uot;We're tremendously excited about this investment in Proscape. Like our recent investments in Impower Inc., Hip Interactive Corp., and Delano Technology Corporation, it reflects Counsel's commitment to actively pursue new areas for investment and growth, with particular emphasis on Internet- and technology-related enterprises. Together with our core pharmaceutical assets, these activities provide us with a meaningful expansion of our investment portfolio.

&uot;We are particularly delighted to partner with Proscape founder and CEO Timothy Healy and his outstanding management team.

We look forward to working closely with Tim, Derek Pollock, SVP of Marketing and Sales, Erik Roll, VP of Research and Product Development, and the entire Proscape management team.&uot;

&uot;I am very excited to have Counsel Corporation join the Proscape team,&uot; said Tim Healy, President and CEO of Proscape Technologies, Inc. &uot;Historically, our focus has been on the development of the Proscape software system into a truly innovative solution that leverages the Internet, technology and data to revolutionize the marketing and sales process. Now that Proscape has been recognized as the technology leader of fact-based marketing and sales systems, our focus now turns to the global expansion of our sales and marketing efforts. I firmly believe that Counsel and Proscape create a unique synergy of skills and resources that will enable Proscape to continue to attain our aggressive goals.&uot;

On November 1, 1999, Counsel Corporation announced that its Board of Directors and management had determined that they could best build value for its shareholders by exploring new areas for investment and growth in addition to the Company's core pharmaceutical assets. The Internet and other technology-based enterprises were identified as areas that are strategically aligned with Counsel's overall philosophy. Since that time, investments by Counsel have included the following:

- a 33% stake in Impower, Inc., of Princeton, New Jersey, whose principal business unit, Impower.net, is an emerging leader in the rapidly growing area of transaction-based Internet direct marketing.

- a 3.6% stake in Delano Technology Corporation (www.delanotech.com), of Richmond Hill, Ontario, a provider of interactive-based e-business communication solutions. Delano markets innovative software that enables companies to automate, personalize and manage ongoing interactions with customers, partners, suppliers and employees.

- A 4.6% stake (1.5 million shares) in Hip Interactive Corp., of Toronto, Ontario, (CVX:HIPI), a fully integrated name brand e-commerce business selling consumer PC software and video games.

Mr. Silber said: &uot;This is an exciting time at Counsel Corporation. We are broadening our investment focus in leading-edge companies that are defining the future of business and e-commerce. We are also broadening our own business activities and investment portfolio well beyond our roots in the healthcare industry, by leveraging our own in-house strategic, financial and marketing expertise. In so-doing, we are creating what we believe is a solid foundation on which to build shareholder value.&uot;

This release involves forward-looking statements with respect to business plans and expectations of Counsel Corporation. The accuracy of these statements involves a number of risks and uncertainties, including, but not limited to, changes in economic and market conditions, financing, changes in governmental regulations and laws as well as other risk factors detailed in Counsel's securities filings, to which recipients of this release are referred for additional information.