Netgraphe and Canoe Merge

On May 31, 2001, Netgraphe Inc. successfully completed its acquisition from Canoe Limited Partnership and Quebecor New Media Limited Partnership (subsidiaries of Quebecor Media Inc.) of their respective assets and interests, including the canoe.ca portal in English, the canoe.qc.ca and canoe.fr portals in French, AUTONET.CA, CANOE Inc. and local Web sites under the ICI and FYI banners. In consideration for the Canoe assets and a commitment from Quebecor Media to provide $10 million in additional funding to Netgraphe in 2001, Netgraphe issued 133,675,387 common shares to the selling parties. The value of the transaction was approximately $203 million.

Netgraphe, Canoe Limited Partnership and Quebecor New Media Limited Partnership were represented by a team from Ogilvy Renault consisting of Marc Lacourcière, Steve Malas, Marie-France Nantel and Thierry Dorval. The independent committee of the board of directors of Netgraphe was represented by Denis Boudreault and Alexandre Ciocilteu of Lapointe Rosenstein.