BAM.A Brookfield Asset Management Inc

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE
UNITED STATES


Brookfield Asset Management Inc. (TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA) (the
"Company") today announced that it has agreed to issue approximately 15,300,000
Class A Common Shares ("Class A Shares"), on a bought deal basis, to a syndicate
of underwriters led by RBC Capital Markets, CIBC World Markets, TD Securities
Inc. and Scotia Capital Inc. (the "Underwriters") at a price of C$32.85 per
Class A Share (the "Offering Price") for aggregate gross proceeds of C$502.6
million (the "Offering").


In addition, the Company has granted the Underwriters an over-allotment option,
exercisable in whole or in part for a period of 30 days following closing, to
purchase up to an additional 2,295,000 Class A Shares at the Offering Price,
which, if exercised, would increase the gross offering size to C$578.0 million.


The Class A Shares will be offered by way of a short form prospectus to be filed
in all of the provinces of Canada and on a private placement basis in the United
States pursuant to an exemption from the registration requirements of the United
States Securities Act of 1933, as amended. 


As previously announced, the Company has acquired 113.3 million common shares of
General Growth Properties, Inc. ("GGP") from The Fairholme Fund for aggregate
consideration of approximately US$1.7 billion. The proceeds of the Offering,
together with the proceeds of the Company's previously announced offering of
preferred shares, means that the Company's purchase of the common shares of GGP
is financed almost entirely with permanent equity, thoroughly enhancing the
Company's ability to pursue additional investment opportunities. The Offering is
expected to close on or about February 15, 2011 and is subject to receipt of all
necessary regulatory approvals.


The Class A Shares to be sold pursuant to the Offering will not be registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States to any person absent registration or an
applicable exemption from the registration requirements. This news release shall
not constitute an offer to sell or the solicitation of an offer to buy the Class
A Shares in the United States.


Brookfield Asset Management Inc., focused on property, renewable power and
infrastructure assets, has over $100 billion of assets under management and is
co-listed on the New York and Toronto Stock Exchanges under the symbol BAM and
on NYSE Euronext under the symbol BAMA. For more information, please visit our
website at www.brookfield.com.


For more information, please visit our web site at www.brookfield.com.

Forward-Looking Statements

Note: This news release contains forward-looking information within the meaning
of Canadian provincial securities laws and "forward-looking statements" within
the meaning of Section 27A of the U.S. Securities Act of 1933, as amended,
Section 21E of the U.S. Securities Exchange Act of 1934, as amended, "safe
harbor" provisions of the United States Private Securities Litigation Reform Act
of 1995 and in any applicable Canadian securities regulations. The words "will",
derivations thereof and other expressions that are predictions of or indicate
future events, trends or prospects and which do not relate to historical matters
identify forward-looking statements. Forward-looking statements in this news
release include statements in regards to the Offering, the use of proceeds of
the Offering and the company's pursuit of additional investment opportunities.
Although Brookfield Asset Management believes that such forward-looking
statements and information are based upon reasonable assumptions and
expectations, the reader should not place undue reliance on forward-looking
statements and information as such statements and information involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the company to differ materially from
anticipated future results, performance or achievement expressed or implied by
such forward-looking statements and information. 


Factors that could cause actual results to differ materially from those
contemplated or implied by forward-looking statements include: economic and
financial conditions in the countries in which we do business; the behaviour of
financial markets, including fluctuations in interest and exchange rates;
availability of equity and debt financing; and other risks and factors detailed
from time to time in the company's form 40-F filed with the Securities and
Exchange Commission as well as other documents filed by the company with the
securities regulators in Canada and the United States including the company's
most recent Management's Discussion and Analysis of Financial Results under the
heading "Business Environment and Risks."


We caution that the foregoing list of factors that may affect future results is
not exhaustive. When relying on our forward-looking statements to make decisions
with respect to Brookfield Asset Management, investors and others should
carefully consider the foregoing factors and other uncertainties and potential
events. Except as required by law, the company undertakes no obligation to
publicly update or revise any forward-looking statements or information, whether
written or oral, as a result of new information, future events or otherwise.

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