CN and WCTC File Common Control Application With U.S. Rail Regulator, Submit Merger Filings to Canada's Competition Bureau.

Business Editors

WASHINGTON, DC & OTTAWA--(BUSINESS WIRE)--April 9, 2001

Canadian National Railway Company ("CN") (NYSE:CNI)(TSE:CNR.) and Wisconsin Central Transportation Corporation ("WCTC") (Nasdaq:WCLX) today filed a common control application with the United States Surface Transportation Board (STB) seeking regulatory approval of their proposed merger.

The companies believe the STB should treat the transaction as a "minor" one.

CN and WCTC simultaneously filed a pre-merger notification and a competitive impact brief with Canada's Competition Bureau, requesting an advance ruling certificate in favor of the CN/WCTC transaction.

The regulatory filings follow WCTC shareholder approval of the US$1.2 billion merger on April 4, 2001.

The CN/WCTC transaction will secure CN ownership and control of a link in its NAFTA network between Superior, Wis., and Chicago. In addition, it will generate service and efficiency gains for shippers and enhance transportation competition. CN will maintain existing rail gateways affected by the transaction, and its service assurance plan will make sure service on the combined CN/WC network is as good as, or better than, today's service.

The end-to-end combination of CN and WCTC is already supported by more than 280 shippers, local governments and officials, chambers of commerce, public agencies (including port authorities and economic development agencies), and other railroads.

The transaction will have no significant environmental effects. Most line segments of the CN/WC network will not experience any increase in train volume as a result of the transaction, and none will see an increase of more than two trains per day.

The WC network will be operated as CN's sixth division, retaining its ties to local communities and fostering continued high standards of safety and customer service. CN has no plans to abandon WC lines and it intends to maintain WC's major operations centers - customer service, dispatching, crew calling and mechanical shops - at their present locations. WC workforce reductions as a result of the merger will be relatively minor, and employee impacts will be mitigated by normal attrition and CN's commitment to retrain and/or relocate employees.

CN has the option to terminate the merger agreement without penalty if the STB does not treat the transaction as a minor one. The STB is expected to decide within 30 days from the date of the filing of the CN/WCTC common control application whether it will treat the merger as a minor one.

The companies anticipate final STB and Competition Bureau rulings on the transaction by fall 2001.

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. CN's 2000 revenues were C$5,428 million (US$3,654 million).

WCTC's North American rail system comprises approximately 2,800 route miles of track and trackage rights. Revenues for 2000 were US$372 million. The system's principal gateways are Chicago; Duluth, Minn./Superior, Wis.; Green Bay, Wis.; Milwaukee; Minneapolis/St. Paul and Sault Ste Marie, Ont. Its principal North American subsidiaries are Wisconsin Central Ltd., Fox Valley & Western Ltd., Algoma Central Railway Inc., Sault Ste. Marie Bridge Company and Wisconsin Chicago Link Ltd.

More information about the transaction, including a map of the combined CN/WC network in North America, is available at www.cn.ca and www.wclx.com.

This news release contains forward-looking statements. CN and WCTC caution that, by their nature, forward-looking statements involve risk and uncertainty and that each of their results could differ materially from those expressed or implied in such statements. Reference should be made to CN's most recent Form 40-F, and WCTC's most recent Form 10-K, filed with the United States Securities and Exchange Commission (SEC) for a summary of major risk factors.