Canadian Govt Sets Price for Petro-Canada Shares

Petro-Canada filed a final prospectus with securities regulators in connection with the sale of the Government of Canada's remaining 19 per cent stake in the company. The government has agreed to sell all of its 49,390,104 Petro-Canada common shares through a public offering at a price of C$64.50 (U.S.$50.42) per share. This offering price was determined through negotiations between the Government of Canada and the underwriters of the offering.

The joint book-running managers for the offering are CIBC World Markets Inc., Merrill Lynch & Co. and RBC Capital Markets. The offering is expected to close on or about September 29, 2004.

Petro-Canada is not selling any newly issued common shares as part of this offering and will not receive any proceeds from the sale of the shares.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or other jurisdiction.

Petro-Canada is one of Canada's largest oil and gas companies, operating in both the upstream and the downstream sectors of the industry. Its common shares trade on the Toronto Stock Exchange under the symbol PCA, and on the New York Stock Exchange under the symbol PCZ.

For more information on the offering or to obtain a copy of the prospectus relating to this offering by the Government of Canada, contact: CIBC World Markets, in Canada at (416) 594-7266 or in the U.S. at Prospectus Department, New York, NY 10017, (212) 667-7200; Merrill Lynch & Co., in Canada at (416) 369-7400 or in the U.S. at Prospectus Department, 4 World Financial Center, 250 Vesey Street, New York, NY 10080, (212) 449-1000; RBC Capital Markets, in Canada at (416) 842-7588 or in the U.S. at Syndicate Department, Dain Rauscher Plaza 60 S, 6th Street, Minneapolis, MN 55402, (612) 371-2818.

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