News Release masco In-6 Con-omuni ,.,U FOR IMEDIATE RELEASE :ontacti Victor M. Drury C416L 865-0600 Lcui's Rousseau (4161 865-OGOCI roronto, June 22, 1983 - Paul Pare', Chai=an and Chief Executive Officer of Imasco Limited, iontrcal, announced today that the Company proposes to make an offer to the holders of 'an ad Tire common and Class A shares substantially along the following lines: .or Common Shares The considcration payable for each common share will be $50 and 0.741 of a co=on share of Imasco. Alternatively, holders of cccnmon shares will have the right to elect a cash payment of $75 per common share. Imasco will not be oblined to take up and pay for any common shares unless in excess of 50 percent of the outstanding co=on shares are tendered in acceptance of the offer. or Class A Shares Inje consideration payable for each Class A share will be $50 and 0.741 of a common share of Imasco. (a) Ina will not be obliged to take up and pay for any Class A shares unless in excess of 50 percent of the outstanding common shares are tendered in acceptance of the offer. Cb)- Tinasco will not be obliged to take up and pay for any class A shares unless the acquisition of the common shares pursuant to the offer has been allowed under the Foreign Investment Review Act. In the event that more than 50 percent but less than 66 and two thisds percent f the outstanding common shares are tendered in acceptance of the offer, upon the satisfaction of the other conditions to imas co I obligations to take up and pay for the Class A shares, Imasco will take up and pay for only the same percentage of Class A shares as the percentzge of common shares then purchased under the offer. If 66 and two thirds percent or more of the outstznding common shares are then tendered in acceptance of the offer# Imasco will take up and pay for all Class A shares tendered. asco expects to mail the offering material following receipt of the list of Canadian NJ C:) 4, Westmount Square, Montreal, Canada HU 2S8 TM- (514) 937-91 11 0 Telex 05-24176 BAT Industries document for Province of British Columbia 12 April 1999 2 Tilre shareholders which Imasco has formally racuested. Imasco expects that the offering material will be mailed on or prior to Monday, July 4. In the event that prior to the mailing of the offering material there should occur any event which causes Imasco to conclude that any of the conditions to the offer will not be satisfied, Imasco reserves the right not to make the offer and, in such event, In. as co will not mail the offering material. Imasco has advised the Foreign Investment Review Agency that Imas co intends to take up and pay for common shares of Canadian Tire in accordance with its offer. Prior to mailing the offering materials, Ima- sco intends to make application' for approval imder that Act of the acquistion of the com-non shares of Canadian Tire in accordance with the offer. Imasco believes that a tax- rollover will be available to holders of Canadian .-Lire shares who hold their shares as capital property with respect to the Portion - their Canadian Tire shares that are exchanged for I.masco con-non shares. Imascols ma shareholder, B.A.T. Industries, has agreed to Support the offer by purchasIng additional common shares of Imasco for cash. Following such purchase B.A.T's common equity interest in Imasco is expected -to be approxi:oateiy 40 percent an a fully-dil-uted basis. 30 N.) --4 (.A CD BAT Industries document for Province of British Columbia 12 April 1999