(BNI) CN and BNSF: Registration Statement Filed With U.S. Securities and Exchange Commission for CN/BNSF Combination.

Business Editors

MONTREAL--(BUSINESS WIRE)--Jan. 11, 2000

CN(TSE:CNR.) (NYSE:CNI) BNSF(NYSE:BNI)

Canadian National Railway Company ("CN") and Burlington Northern Santa Fe Corporation ("BNSF") said a registration statement related to securities to be issued in connection with their proposed business combination was filed today with the United States Securities and Exchange Commission ("SEC").

The registration statement, filed under the names of CN and North American Railways, Inc., is available on the SEC's web site, www.sec.gov, and on the Canadian Securities Administrators' web site, www.sedar.com. Under the proposed combination, North American Railways will be the companion company for CN and parent company of BNSF.

CN and BNSF announced Dec. 20, 1999, that their boards of directors had approved a definitive agreement to combine their businesses.

The end-to-end combination will join two of the most efficient and financially-strong railroads in North America, each with industry-leading service plans and each with a proven record of implementing previous consolidations. Among its benefits, the companies expect the combination will:

* Create an extensive, efficient single-line network across Canada and the central and western United States that will deliver faster, more reliable service and better information to customers;

* Establish new single-line north-south traffic routes that will provide more direct and efficient lanes that bypass congested areas, open new markets to shippers and their customers, and move products efficiently between Canada and the U.S.;

* Create truck-competitive service in key corridors that is expected to give shippers viable alternatives to high trucking costs, reducing truck traffic on highways;

* Be low risk and stand apart from certain recent rail consolidations. The combination will not eliminate a parallel competitor, divide an existing railroad or cut key personnel.

Combined, CN and BNSF would currently operate about 50,000 route-miles of track, employ about 67,000 people and have combined revenue of approximately US$12.5 billion (Cdn$18.5 billion).

The combination is subject to, among other things, approval by the shareholders of both companies, as well as to customary regulatory approvals. CN will proceed with a Plan of Arrangement that will be submitted to the Quebec Superior Court to confirm that the combination is fair to CN shareholders. The combination will also be subject to approval by the United States Surface Transportation Board. The companies expect that all required regulatory approvals can be obtained and the transaction completed by mid-2001.

Through its subsidiary, The Burlington Northern and Santa Fe Railway Company, BNSF, headquartered in Forth Worth, Texas, operates one of the largest rail networks in North America, with 33,500 route miles of track covering 28 states and two Canadian provinces.

Canadian National Railway Company spans Canada and mid-America, from the Atlantic and Pacific oceans to the Gulf of Mexico, serving the ports of Vancouver, Prince Rupert, B.C., Montreal, Halifax, New Orleans, and Mobile, Ala., and the key cities of Toronto, Buffalo, Chicago, Detroit, Memphis, St. Louis, and Jackson, Miss., with connections to all points in North America.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

This news release contains forward-looking statements regarding future events and the future performance of CN, BNSF and the combined company that involve risks and uncertainties that could cause actual results to differ materially. Those risks and uncertainties include, but are not limited to, customer demand, industry competition and regulatory developments, natural events such as severe weather, floods and earthquakes, the effects of adverse economic conditions affecting the Companies' shippers, changes in fuel prices, and the ultimate outcome of shipper claims, environmental investigations or proceedings and other types of claims and litigations. We refer you to the documents that CN, BNSF and the combined company file from time to time with the SEC, such as the registration statement referred to above, as well as the Companies' Form 10-K, Form 40-F, Form 10-Q, Form 8-K and Form 6-K reports, which contain additional important factors that could cause their results to differ from their current expectations and the forward-looking statements contained in this news release.