Conoco Commences Tender Offer For Gulf Canada

Conoco Inc. announced that its wholly-owned Canadian subsidiary, Conoco Northern Inc., has commenced a cash takeover bid (the "Offer") for all of the outstanding ordinary shares of Gulf Canada Resources Limited for C$12.40 per ordinary share in cash under the support agreement entered into among Conoco, Conoco Northern and Gulf Canada on May 28, 2001. The Offer is scheduled to expire at 6:00 PM Calgary time (8:00 PM New York time) on Friday, July 13, 2001.

The offer price represents a premium of 34% over Gulf Canada's closing share price of C$9.25 on Monday, May 28, 2001, the last trading day prior to the public announcement of the support agreement.

Gulf Canada's Board has unanimously approved the Offer. It has determined unanimously that the Offer is fair to the holders of ordinary shares and is in the best interests of Gulf Canada and its ordinary shareholders. The Gulf Canada Board has unanimously recommended that holders of ordinary shares accept the Offer and deposit their ordinary shares to the Offer.

Conoco and Gulf Canada expect that all required regulatory filings will be made shortly. Initial acquisition financing has been arranged.

The tender offer is conditioned upon, among other things, valid tender of at least 66 2/3% of the Gulf Canada ordinary shares and receipt of required regulatory consents and approvals. Upon the completion of the Offer, Conoco Northern intends to acquire any of Gulf Canada's ordinary shares not tendered in the Offer by statutory acquisition or a second step transaction for the same cash price as under the Offer.


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