Finally - CXS will pay us the Heritage Global sharesProspectus on SEDAR....
HERITAGE GLOBAL INC.
Common Shares
This prospectus (“Prospectus”) is being filed with the securities regulatory authorities in each of the provinces of
Canada (the “Qualifying Jurisdictions”) to enable Heritage Global Inc. (the “Company”) to become a “reporting
issuer” pursuant to the securities legislation of the Qualifying Jurisdictions and to qualify the distribution of
common shares of the Company (the “Dividend Shares”) held by Counsel Corporation (“Counsel”) to the
shareholders of Counsel as a dividend-in-kind (the “Dividend”). No proceeds will be raised and all expenses in
connection with the preparation and filing of this Prospectus will be paid in equal portions by the Company and
Counsel.
Counsel intends to declare a dividend to holders of its common shares (the “Counsel Common Shares”) of the
Dividend Shares on the basis of one Dividend Share for every Counsel Common Shares held on the Record Date
(as hereinafter defined), provided that the Dividend will be subject to applicable securities laws and any applicable
withholding taxes and no holder will be entitled to receive any fractional interests in Dividend Shares. Holders that
would otherwise be entitled to a fractional Dividend Share will not receive a cash payment. The record date (the
“Record Date”) for the dividend is expected to be on or about , 2014.