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Ottawa, September 23, 2004
2004-056

Price of Petro-Canada Share Offering Set

Related document:

• Backgrounder Petro-Canada: Sale of Government Shares

Minister of Finance Ralph Goodale today announced that the price per share for the Government’s sale of its remaining shares in Petro-Canada has been set at $64.50. Based on this share price, gross proceeds to the Government from the offering will be $3.2 billion, making it the largest share offering in Canadian history.

"I am pleased that this transaction is proceeding smoothly and that Canadian investment banks are taking a leading role," Minister Goodale said. "This share offering maximizes the returns for Canadian taxpayers on their investment in Petro-Canada and illustrates the strength of Canada’s capital markets."

The Government is selling all of its 49,390,104 Petro-Canada shares in a global offer. CIBC World Markets, RBC Capital Markets and Merrill Lynch & Co. were designated as co-lead underwriters and joint bookrunners. The syndicate for this transaction comprised 16 Canadian investment dealers and 6 international firms. The participants in the underwriting syndicate will receive fees of 1.75%, which represents the lowest such charge for a major equity transaction in Canada.

After adjusting for the current book value of the shares and the costs of the transaction, the sale is expected to yield $2.6 billion in net budgetary revenues in the current fiscal year. As outlined in Budget 2004, the Government will use $1 billion from the proceeds of the sale to increase its investments over time in support of new environmental technologies.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A short form prospectus relating to the offering of these securities in Canada may be obtained from the Web site www.sedar.com. Alternatively, information on the offering can be obtained by contacting CIBC World Markets, in Canada at (416) 594-7266 or in the U.S. at the Prospectus Department, 2^nd Floor, 417 5^th Avenue, New York, NY 10017, (212) 667-7200; Merrill Lynch & Co., in Canada at (416) 369-7400 or in the U.S. at the Prospectus Department, 4 World Financial Centre, 250 Vesey Street, New York, NY, (212) 449-1000; or RBC Capital Markets, in Canada at (416) 842-7588 or in the U.S. at the Syndicate Department, Dain Rauscher Plaza, 60 S Sixth Street, Minneapolis, MN 55402, (612) 371-2818.

A background document providing additional information is attached.

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