Keystone Completes Rights Offering and Reorganization

On May 16, 2008, Keystone North America Inc., a leading funeral home operator in North America, completed a non-cash rights offering and a related corporate reorganization that facilitated the conversion of Keystone's capital structure from an income participating security (IPS) structure to a traditional common share structure. Each IPS represented one common share of Keystone and $4.286 principal amount of subordinated notes of Keystone Newport ULC, an indirect wholly owned subsidiary of Keystone.

The rights offering was qualified by way of short-form prospectus filed in each of the provinces and territories of Canada. Pursuant to the rights offering, holders of Keystone's common shares were issued one right for each common share held, each of which entitled the holder to subscribe for five additional common shares in exchange for the $4.286 principal amount of subordinated notes represented by an IPS. Following the offering, holders who exercised their rights held six common shares for each IPS held prior to the offering.

An aggregate of 25,119,316 rights, being approximately 91 per cent of the rights, were exercised resulting in the issuance of 125,596,580 common shares. The consolidated indebtedness of Keystone was reduced by approximately $107,661,345 aggregate principal amount of subordinated notes tendered pursuant to the rights offering. The rights offering and the common share structure have allowed Keystone to lower its overall payout ratio while generally preserving the after-tax income for taxable Canadian investors.

BMO Capital Markets acted as financial advisor to Keystone and as dealer manager for the rights offering.

Keystone was represented in Canada by Goodmans LLP with a team that included Stephen Pincus, Sheldon Freeman, Gesta Abols and Chris Sunstrum (corporate/securities) and Jon Northup and Jarrett Freeman (tax); and in the US by Hodgson Russ LLP with a team that included Richard Raymer, Paul Vallone and Julie Davis (corporate/securities) and Carol Fitzsimmons and Leslie Kellog (tax).

The dealer manager was represented in Canada and the US by Torys LLP with a team that included Kevin Morris, Andy Beck, Rima Ramchandani and Sandra Iacobelli (securities), and Corrado Cardarelli, Peter Keenan and Gregg Larson (tax).

Lawyer(s)

Firm(s)

Goodmans LLP Hodgson Russ LLP Torys LLP