COUNSEL ANNOUNCES FOURTH QUARTER AND YEAR-END 2013 RESULTS

MORTGAGE SALES RISE 30%; MUA GROWS TO $17.5B; REVENUES INCREASE 24%

TORONTO, ONTARIO, March 31, 2014 - Counsel Corporation ("Counsel" or the "Company") (TSX: CXS), a financial services company, today announced year-end financial results for the twelve-month period ended December 31, 2013. All amounts are stated in Canadian dollars unless otherwise noted. 2013 Financial Highlights

 Revenue increased by 24% to $139.0 million from $112.1 million in 2012.
 Pre-tax income from continuing operations increased by 42% to $27.6 million from $19.5 million in 2012.
 Mortgages under administration increased by 46% to $17.5 billion from $12.0 billion in
2012.
 Mortgages sold increased by 30% to $7.8 billion, from $6.0 billion in the previous year.
 Fully diluted earnings per share from continuing operations decreased to $0.16, from
$0.18 in 2012.

2013 Operational Highlights

 In the first quarter of 2013, Counsel's Board of Directors approved a plan to dispose of the Company's non-core operating business segments - asset liquidation, case goods and real estate - in order to focus on its financial services business. By the end of the first quarter of 2014, the Company had successfully completed this plan.
 Received Canada Mortgage and Housing Corporation approval to be an issuer of National Housing Act mortgage-backed securities ("NHA MBS") and an approved seller under the Canada Mortgage Bond ("CMB") program.
"We are very pleased with our strong results in 2013 which were driven by the exceptional performance of our residential mortgage lending business," said Allan Silber, Chairman and CEO of Counsel Corporation. "We have grown to be one of the market leaders in the residential mortgage lending industry, which we expect will continue to drive positive results in 2014."

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COUNSEL CORPORATION

Counsel's revenues are almost entirely generated from its mortgage lending business. The year- over-year increase of Counsel's revenue in 2013 reflects growth in the volume of mortgages sold by Street Capital Financial Corporation ("Street Capital").
Revenue for 2013 was $139.0 million, compared to $112.1 million in 2012. The increase in 2013 was attributable to an increase in mortgages sold. For the fourth quarter of 2013, revenue was
$28.4 million compared to $26.4 million for the same period one year ago. Over the past five years, Street Capital has experienced steady growth in both mortgages originated and sold, which continues to be a primary driver for the business.
Income before income tax and discontinued operations for 2013 was $27.6 million, an increase of over 40% from $19.5 million in 2012. The increase was primarily attributable to growth in mortgage sales throughout the year and an increase in the fair value of the Company's Private Equity portfolio. For the fourth quarter of 2013, income before income tax and discontinued operations was $10.3 million, up 292%, from $2.6 million for the same period in 2012.
Net income attributable to shareholders in 2013 was $9.5 million, compared with $10.0 million for the same period one year ago. In the fourth quarter 2013, net income attributable to shareholders was $655,000 compared with $672,000 for the same period one year ago. In 2013, fully diluted earnings per share from continuing operations was $0.16, down slightly from $0.18 one year ago. For the fourth quarter 2013, fully diluted earnings per share from continuing operations was $0.05, compared with $0.06 in the same period one year ago.

Mortgage Lending Business

Counsel carries on its residential mortgage lending business through its wholly owned subsidiary Street Capital (www.streetcapital.ca). The company sources its mortgages solely through a network of independent, high quality mortgage brokers across Canada with whom it has built relationships. The company offers a broad lineup of high ratio and conventional mortgages, predominantly to prime borrowers, and sells the mortgages it underwrites to top-tier financial institutions. Business revenues are almost entirely from the gain on sale of mortgages.
The business generated $136.8 million in mortgage lending revenues in 2013 compared to $111.3 million in 2012. The increase was due to growth in the volume of mortgages sold. Operating expenses, consisting of the cost to source and underwrite mortgages sold by Street Capital, totaled $87.0 million in 2013 compared with $65.7 million in 2012. The increase reflects the increase in mortgages sold and costs incurred to expand Street Capital's share of the mortgage broker channel.
Street Capital sold $7.8 billion of mortgages in 2013, compared to $6.0 billion in 2012. The business increased its portfolio of mortgages under administration to $17.5 billion at December
31, 2013 compared to $12.0 billion at December 31, 2012.
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COUNSEL CORPORATION

Counsel's Management's Discussion and Analysis and Condensed Consolidated Interim Financial Statements for the twelve months ended December 31, 2013 will be available on SEDAR (www.sedar.com).

Conference Call

Counsel will host a conference call on Monday, March 31, 2014 at 5:00 p.m. EDT to discuss its
2013 third quarter financial results. Allan Silber, CEO of Counsel Corporation and Ed Gettings, CEO of Street Capital Financial Corporation will chair the call. To participate in the call, please dial 647-427-7450 or 1-888-231-8191 ten minutes prior to the scheduled start of the call. A taped replay of the conference call will be available until Wednesday, April 30, 2014 by calling 416-
849-0833 or 1-855-859-2056, reference number 8443184.

About Counsel Corporation (www.counselcorp.com)

Counsel Corporation (TSX: CXS) is a financial services company operating in residential mortgage lending through its wholly owned subsidiary Street Capital Financial Corporation, one of the largest non-bank mortgage lenders in Canada. Founded in 1979 and a public company for more than a quarter century, Counsel's goal is to build consistently profitable, industry-leading financial services companies by investing in great leaders and providing them with the strategic guidance and financial resources they need to succeed.

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel Corporation's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Counsel Corporation currently operates, but because of the factors listed herein, as well as other factors beyond Counsel Corporation's control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Company's securities and other regulatory filings.
For further information, please contact:

Counsel Corporation TMX Equicom

Stephen Weintraub Renée Lam

EVP, Secretary & CFO rlam@tmxequicom.com saw@counselcorp.comTel: (416) 815-0700 ext. 258

Tel: (416) 866-3058

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COUNSEL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31

(In thousands of Canadian dollars, except per share data)

2013 2012

$ $

Revenues

Operating revenue

Other

Expenses

Operating costs

Sei l i ng, genera l a nd admi nistrative expense

Foreign exchange

Depreciation and amortization l nterest expense

Other

lncome before fair value adjustments

Fa i r va l ue a dj ustments

lncome before income taxes and discontinued operations lncometax provision (recovery]

lncome from continuing operations

In come (loss] from discontinued operations

Net income

Net i n come attri buta ble to non-contrali i ng i nterest

N et income attributable t o shareholders

Basic n et income (loss) per share : Continuing operations Discontinued operations

Basic net income per share

Weighted average number of common shares outstanding (in thousands)- basic

Diluted net income (loss) per share: Continuing operations Discontinued operations

Diluted net income (loss) per share

Weighted average number of common shares outstanding (in thousands)- diluted

137,627 112,111

1,372 3

138,999 112,114

87,028 65,731

30,902 27,290

105 44

1,334 1,394

1,942 2,270

214

121,097 96,729

17,902 15,385

9,740 4,122

27,642 19,507

5,728 (946)

21,914 20,453 (8,649) (9,996)

13,265 10,457

3,799 454

9,466 10,003

0.16 0.19 (0.06) (0.07)

0.10 0.12

92,705 85,525

0.16 0.18 (0.06) (0.07)

0.10 0.11

92,705 96,608

The accompanying notes in the Company's audited consolidated financial statements are an integrai part ofthese consolidated financial statements.

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COUNSEL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31,2013 ANO 2012

(In thousands of Canadian dollars)

December 31,

2013

December 31,

2012

Assets

Current assets

$ $

Cash and cash equ1valents

17,580

12,196

Marketabl e secur1b es

410

109

Mortgages, accounts an d deferred 1 nterest rece1va bi e

22,004

26,360

l nventory

6,863

Prepa1d expenses, depos1ts and deferred charges

4,655

4,637

l nvestment held for sal e

1,851

l ncome ta x rece1 va bi e

70

Assets of d1 sconti nued opera b ons

18,415

91

63,064

52,177

Non·current assets

Deferred 1 nterest a n d mortgages rece1 va bi e 19,403 17,086

Deferred charges 35,508 24,692

l nvestment properb es 3,969

Properb es under deve l opment 6,739

Property, plantand equ1pment 3,079 3,216

l nterests 1 n J 01 ntventures 3,600

l nvestment 1 n a ssoc1 a tes 20

Portfol1o 1nvestrnents 53,220 53,454

l nta ng1 bi e a ssets 5,594 11,324

Goodw1ll 24,919 43,837

Deferred 1 ncome tax assets 27,438

Other assets 49 64

Assets of d1 sconti nued opera b ons 53,367

Total assets 258,203 247,616

Liabilities

Current liabilities

Accounts payabl e an d accrued l1 a b1l1 bes 29,458 30,395

Customer depos1ts 587

l ncome ta x es paya bi e 4 19

Current porb o n of mortga ges an d l oa ns payabl e 14,025 24,659

Conti ngent cons1 d era bo n 4,027 2,757

L1 a b1l1 bes of d1 sconb nued operati ons 20,550 575

68,064 58,992

Non·current liabilities

Mortgages an d loans payable 6,703 16,144

Converti bi e debentures 11,937

Conti ngent cons1 d era bo n 4,543 9,264

Deferred 1 ncome tax l1 ab1l1 bes 9,349 3,608

Der1va bve l1 ab1l1 ty 27

Other l1abillt1es 643

L1 a b1l1 bes of d1 sconb nued operati ons 318

Totalliabilities 88,986 100,615

Equity

Share cap1tal 203,333 188,349

Share based compensabon 12,202 8,627

Fore1 gn currency tra n si ab o n 2,392 498

Contn buted surplus 50,215 49,579

Accumulated other comprehens1ve 1ncome 75

Reta1ned earn1ngs (def1c1t) (152,035) (161,576) Shareholders' equ1ty 116,107 85,552

Non-controlli ng 1 nterest 53,110 61,449

Total equity 169,217 147,001


Totalliabilities and equity 258,203 247,616

The notes contained in the Company's audited consolidated financial statements are an integrai part of these statements.

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