Counsel Corporation Acquires Five Shopping Centres.

Business Editors

TORONTO--(BUSINESS WIRE)--July 22, 2002

Counsel Corporation (NASDAQ:CXSN) (TSX:CXS) today announced that, since the beginning of July, it has completed the acquisition of five shopping centres aggregating over 725,000 square feet of gross leasable area, plus approximately 13 acres of land zoned for retail expansion. The centres are located in Ontario, Manitoba and Saskatchewan. The total purchase price of the properties was approximately C$54.5 million.

Suncoast Mall, located in Goderich, Ontario, is a 161,000 square foot enclosed mall anchored by Zellers and Food Basics (A&P). Other national tenants include Northern Reflections, Reitmans, Radio Shack and Bata Shoes. The centre is currently 92% occupied.

Portage Place, located in Peterborough, Ontario, is a 218,000 square foot enclosed mall anchored by Wal-Mart and A&P. Other national tenants include Wendy's, Radio Shack, Payless Shoes, Bell Mobility, Brewers Retail and LCBO. The centre is currently 95% occupied.

Willowcreek Centre, located in Peterborough, Ontario, is a 64,000 square foot strip centre anchored by Your Independent Grocer (Loblaws) and LCBO. Other national tenants include McDonald's, Reitmans and Subway. The centre is currently 98% occupied. The centre also has 13 acres of abutting zoned retail land.

Southland Mall, located in Winkler, Manitoba, is a 178,000 square foot enclosed mall anchored by Canadian Tire, IGA, SAAN Department Store and Southland Cinema. Other national tenants include Hallmark, Reitmans, Bank of Nova Scotia and Radio Shack. The centre is currently 95% occupied.

Humboldt Mall, located in Humboldt, Saskatchewan, is a 106,000 square foot enclosed mall anchored by Extra Foods (Loblaws) and SAAN Department Store. Other national tenants include Sears, Reitmans, Carlton Cards and Work World. The centre is currently 72% occupied.

Counsel is following a two-pronged strategy to invest in and develop income-producing commercial real estate, primarily retail shopping centres, in Canada: (1) it is pursuing value-added opportunities in this sector and will realize value on the disposition of these redeveloped properties in the short to medium term, and (2) it is acquiring and consolidating quality shopping centres outside of major metropolitan areas and will realize value after achieving critical mass.

Counsel recently formed Counsel Property Management Inc., a wholly owned subsidiary, which is responsible for the management and development of Counsel's real estate portfolio, and has already hired two talented industry veterans to carry out its mandate. Michael Pearlman joins Counsel Property Management Inc. as Vice President, Leasing, and has thirteen years of industry experience. Isaak Bronizer joins the organization as Manager, Construction and Maintenance, and has 38 years of industry experience.

Allan Silber, Chairman and CEO of Counsel Corporation, said, "Counsel has a history of success in real estate and a depth of experience in identifying opportunities and structuring acquisition terms and financing. We have identified a number of property portfolios that meet our acquisition criteria and are in various stages of investigation and negotiation. The acquisitions announced today are just the beginning of the implementation of our real estate strategy."

About Counsel Corporation

Counsel Corporation (NASDAQ:CXSN) (TSX:CXS) is a dynamic, diversified company focused on acquiring and building businesses using its financial and operational expertise in three specific sectors: communications, real estate and seniors living. Counsel's communications platform, Counsel Springwell Communications LLC, is focused on building upon its existing communications investments, I-Link Inc. and WorldxChange Corp., through organic growth and by acquiring substantial additional customer revenues. I-Link (OTC:ILNK.OB) (www.i-link.com) is an enhanced Internet Protocol voice and data communications service provider, and WorldxChange (www.worldxchange.com) is an international and domestic long distance service provider. Counsel's real estate platform has a focused strategy of investing in and developing income-producing commercial properties, primarily retail shopping centers. Counsel's seniors living platform owns five retirement homes in Canada and three nursing homes in the United States, and leases seven nursing homes in Canada.

This news release may include statements that constitute forward-looking statements with respect to business plans, acquisition prospects, development of relationships with third parties and other plans and expectations on the part of the Company. The accuracy of these statements involve a number of risks and uncertainties, including but not limited to the availability of acquisition prospects and financing for such prospects, changing economic and market conditions that would impact such prospects or financing related thereto, changes in governmental regulations and laws, as well as other risk factors detailed in the securities filings of Counsel Corporation (NASDAQ:CXSN) (TSX:CXS) to which recipients of this release are referred for additional information concerning the Company and its prospects. 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.