Petro-Canada Files Shelf Prospectus and Completes Offering

On June 20, 2003, Petro-Canada completed an offering in the U.S. of an aggregate of US$600 million in two series of senior notes pursuant to a shelf prospectus dated May 14, which provides for the issuance of up to US$1 billion in debt securities. Deutsche Bank Securities Inc. was bookrunning manager, and Deutsche Bank Securities and RBC Dominion Securities Corporation were joint lead managers for the offering. The first series of securities consisted of US$300 million 4 per cent senior notes due 2013, and the second series consisted of US$300 million 5.35 per cent senior notes due in 2033.

Petro-Canada was represented in Canada, by in-house counsel Alf Peneycad, Hugh Hooker and Peter Hutcheson, and by Fraser Milner Casgrain LLP with a team that included David Spencer, Craig Story and Lisa Nesbitt (securities), Bill Jenkins (banking) and Scott Bodie (tax). In the U.S., Petro-Canada was represented by Torys LLP with a team that included Brad Cost, Dan Miller, Natascha Feenstra and Hilary Paterson.

The underwriters were represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP, with a team that included Andrew Foley, Sheila Gibb, Ian Putnam, David Tayar and Vance Woodward in New York.