Counsel Corporation Acquires Minority Stake in Impower.net, Emerging Leader in Internet-Based Direct Marketing.

TORONTO AND PRINCETON, N.J.--(BUSINESS WIRE)--Nov. 1, 1999--

First in a Planned Series of Initiatives Aimed at Broadening

Counsel's Investment Focus and Building Shareholder Value

In the first of a planned series of strategic, operational and financial initiatives aimed at broadening its investment focus and building value for its shareholders, Counsel Corporation, of Toronto, Ontario (TSE: CXS / Nasdaq: CXSN) ("Counsel" or the "Company") today announced that it has acquired, for US$15 million, a 33 percent 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.

Allan Silber, Chairman and Chief Executive Officer of Counsel Corporation, said: "The Board of Directors and management of Counsel have determined that we can best build value for our shareholders by exploring new areas for investment and growth in addition to our core pharmaceutical assets. One area to which we are particularly attracted is the Internet, which offers exceptional rewards to companies that, like Counsel, both value and practice entrepreneurial, outside-the-box thinking.

"We are tremendously pleased that our first announced Internet initiative is this strategic investment in Impower, whose powerful business model is based on cost per customer action rather than the traditional cost per customer view. This new model, supported by proprietary technology, positions Impower for exponential growth as marketers in a broad range of industries seek new and better ways to harness the power of the Web to grow their business. We look forward to working closely with Impower Chairman/CEO Donn Rappaport, President Eric Zilling and their colleagues to help ensure that Impower has the resources it needs to exploit what we all regard as a unique and enormous business opportunity."

Impower.net grew out of ALC Interactive, a company formed in 1996 by American List Counsel, Inc. ("ALC"), the world's largest independent database brokerage and management company. For more than twenty years, ALC has built its business by helping clients attract and retain customers through traditional direct marketing. With 75 salespeople, ALC supports thousands of clients, including more than 300 blue chip clients, in every business category.

Impower.net, a leader in transaction-based Internet direct marketing ("eMarketing"), develops, maintains and mines proprietary, managed and licensed electronic databases by applying proven direct marketing methods, techniques and disciplines. It produces and delivers targeted Internet-based direct marketing campaigns and promotions, thereby enabling advertisers to cost-effectively acquire customers and drive revenues. Impower.net is a pioneer in applying a cost per action paradigm to Internet advertising, whereby marketers only pay if a customer actually responds, as opposed to the existing model in which advertisers spend money for "eyeballs" whether or not any such response occurs.

Donn Rappaport, Chairman, CEO and founding partner of Impower.net as well as of ALC, said: "Impower's mission is to combine our twenty-five years of highly successful experience in traditional list-based direct marketing with the Web's power to support a new direct-marketing business model whose proprietary technology includes TransAct!, a 100% cost-per-action-based direct response Internet network.

"Our mission is to help our clients use marketing information to attract and retain new customers, and to leverage the value of those customers. The Internet is an incredibly powerful direct response medium. Yet the major focus of most Internet marketers is their own website, and the hope that prospective customers will find it. But that's a retail paradigm. At Impower, our direct marketing paradigm is to get the offer out in front of the target customers most likely to respond to it.

"Given our powerful business model, proprietary TransAct! technology and growth potential, a number of parties expressed interest in helping to fund the next stage of Impower's growth. We chose to partner with Counsel Corporation based not only on its financial capability but also because of the Counsel team's strategic vision, entrepreneurial spirit, and extensive experience in marketing generally, and direct marketing in particular," Rappaport said.

Headquartered in Princeton, New Jersey, with sales and account management offices in New York City, New England and northern California, Impower.net has been developing Web tools for two years. It has proven the effectiveness of those tools in its work with a large and rapidly growing client base that already includes many leading marketing companies such as American Express, Ziff-Davis, Dell Computer, The Gap, Bell Atlantic, Time Warner and Pitney Bowes, and several Internet companies, including Match Logic, Onhealth, Garden.com, iBeauty and barnesandnoble.com. Impower.net provides critical services to virtually any company seeking to conduct business on the Internet. Impower.net assists marketers in: (i) enlarging the universe of prospects for their products or services; (ii) converting these prospects into buyers cost-effectively; (iii) nurturing one-time buyers into lifetime customers; and (iv) maximizing the lifetime value of every customer. Additionally, Impower.net assists website owners in creating value from unsold advertising inventory.

Forrester Research, a leading Internet research firm, estimates that direct marketing will account for about 60% of online advertising expenditures by 2002, up from 15% in 1998. These figures imply that online direct marketing will grow from $200 million in 1998 to $6.3 billion in 2002, a compounded annual growth rate of 137%. BancBoston Robertson Stephens estimates that Internet-based direct marketing expenditures in 2002 will be more than $10 billion.

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.