Petro-Canada Files Shelf Prospectus and Completes Note Offering

On November 15, 2004, PC Financial Partnership, a Delaware general partnership, the partnership interests of which are directly and indirectly wholly owned by Petro-Canada, completed an offering in the US of an aggregate of US$400 million 5 per cent senior notes due 2014. The notes were issued pursuant to a shelf prospectus dated November 3, 2004 which provides for the issuance over the next 25 months of up to US$1 billion in debt securities by Petro-Canada and/or PC Financial Partnership. The notes are unconditionally guaranteed by Petro-Canada.

Petro-Canada is one of Canada’s largest oil and gas companies, operating in both the upstream and downstream sectors of the industry in Canada and internationally. PC Financial Partnership has no independent operations, and its primary purpose is the financing of other subsidiaries and affiliates of Petro-Canada in the US.

Citigroup Global Markets Inc. and JP Morgan Securities Inc. acted as joint bookrunning managers of the offering, with a syndicate that included Harris Nesbitt Corp., Scotia Capital (USA) Inc., RBC Dominion Securities Corp., ABN AMRO Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and TD Securities (USA) Inc.

Petro-Canada and PC Financial Partnership were represented in Canada by an in-house team that included vice-president, general counsel and chief compliance officer Alf Peneycad, Hugh Hooker and Peter Hutcheson, and by Fraser Milner Casgrain LLP, with a team that included David Spencer, Bill Jenkins, Tom Pepevnak, Craig Story and Toby Allan (corporate), Scott Bodie (tax) and Alex MacWilliam (environmental). Torys LLP acted as US counsel to Petro-Canada and PC Financial Partnership, with a team that included Andy Beck, Dan Miller and Mayah Judovits (corporate), Peter Keenan and Pam Petree (tax) and Jeff Gracer (environmental).

The underwriters were represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP, with a team that included Andrew Foley, Ted Maynard, Angus Tarpley and John Mercury (corporate), and David Sicular and Annie Jeong (tax).


Hugh L. Hooker Andrew J. Foley Andrew J. Beck Thoburn (Toby) B. Allan Perry R. Mack Thomas F. Pepevnak Alexander G. MacWilliam F. Angus Tarpley, III Peter A. Hutcheson Craig A. Story John M. Mercury William K. Jenkins Peter Keenan Edwin S. Maynard David R. Sicular


Dentons Canada LLP Torys LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP