New Issue: Counsel arranges C$23.63 million private placement of shares, preferreds

By Devika Patel

Knoxville, Tenn., June 9 - Counsel Corp. said it plans a C$23.63 million private placement of common shares and convertible series B preferred shares.

The company will sell 16,128,205 common shares for C$0.75 per share for C$12.1 million and 6,009,616 preferreds at C$1.92 apiece for C$11.54 million.

Sherman Foundation will purchase 5,128,205 of the common shares for C$3.85 million, and Sherfam Inc. will purchase all of the preferreds.

The 6% preferreds are convertible into common shares at C$0.75 per share. They are callable at any time and putable after one year.

The proceeds will be used to redeem the company's outstanding series A preferreds, all of which are owned by Sherman Foundation.

Counsel is a Toronto-based communications and real estate company.

Issuer:	Counsel Corp.
Issue:	Common shares, series B preferred shares
Amount:	C$23,634,616.47
Warrants:	No
Pricing date:	June 9
Stock symbol:	Toronto: CXS
Stock price:	C$0.57 at close June 8
Market capitalization:	C$26.9 million
Common shares
Amount:	C$12,096,153.75
Shares:	16,128,205
Price:	C$0.75
Investor:	Sherman Foundation (for C$3,846,153.75)
Preferreds
Amount:	C$11,538,462.72
Shares:	6,009,616
Price:	C$1.92
Dividends:	6%
Conversion price:	C$0.75
Call option:	At any time
Put option:	After one year
Investor:	Sherfam Inc.

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