IPL Energy will offer $24.00 to Consumers Gas minority.

CALGARY, ALBERTA--(BUSINESS WIRE)--Oct. 11, 1996--IPL Energy Inc. (TSE;ME IPL, NASDAQ IPPIF ) Toronto - IPL Energy Inc. and The Consumer's Gas Company Ltd. have entered into an agreement for an arrangement under which the public shareholders of Consumers Gas would have the choice of exchanging each of their common shares either for $24.00 in cash, or for $1.50 in cash plus a fraction of an IPL Energy common share having a value of $22.50.

The offer represents a premium of $4.50, or 23 percent above the $19.50 closing price on The Toronto Stock Exchange on January 26, 1996, the trading day immediately preceding the original announcement by IPL Energy of its intention to propose a transaction at a price of $21.

The arrangement is subject to approval by the public shareholders of Consumers Gas at a Special Meeting scheduled for Thursday, November 28, 1996, and to court approval; and may be terminated by the corporations prior to becoming effective.

The arrangement contemplates that the public shareholders would be entitled to receive the Consumers Gas quarterly dividend which would be declared in November, payable January 1, 1997. IPL Energy currently owns 85 percent of the Consumers Gas common shares, and following the arrangement Consumers Gas would become a wholly-owned subsidiary of IPL Energy.

IPL Energy finalized the terms of its proposal following discussions with the Board of Directors and the special committee of independent directors of Consumers Gas and its advisors as to terms which the Independent Committee and the Board would consider fair from a financial point of view to the public shareholders of Consumers Gas.

The valuation range established by the financial advisors of the Independent Committee, Nesbitt Burns Inc., is $22.25 to $25.00 per common share of Consumers Gas. Nesbitt Burns has advised the Independent Committee that the terms offered by IPL Energy are fair from a financial point of view to the public shareholders of Consumers Gas.

The Independent Committee has concluded that the proposed arrangement is fair and recommended that the Board of Directors of Consumers Gas approve the arrangement agreement. The Board has unanimously concluded that the arrangement is fair to the public shareholders of Consumers Gas and in the best interests of the Corporation and recommends that public shareholders vote in favour of the arrangement at the Special Meeting.

The completion of the arrangement will enhance the ability of IPL Energy and Consumers Gas to undertake new business development ventures utilizing their combined management and technical expertise and the financial resources of IPL Energy.

An information circular will be mailed to shareholders of record on October 24, 1996 and will contain complete details of the arrangement and the Nesbitt Burns valuations and fairness opinion.

IPL Energy Inc. is engaged in the transportation of liquid hydrocarbons and the distribution of natural gas. The pipeline business is conducted through wholly-owned Interprovincial Pipe Line Inc. in Canada and affiliated Lakehead Pipe Line Partners, L.P., in the United States which together operate the world's longest crude oil and liquids pipeline system extending across North America.

The natural gas distribution business is conducted through the 85 percent owned subsidiary. The Consumers' Gas Company Ltd., Toronto, Canada's largest natural gas distribution company. IPL Energy's shares trade on the Toronto and Montreal stock exchanges in Canada under the symbol "IPL", and on the NASDAQ in the United States under the symbol "IPPIF". Consumers Gas shares trade on the Toronto and Montreal exchanges under "CGT".

CONTACT: IPL Energy Inc.

Frank Ternan, 403/231-3906

403/231-3920 (FAX)

INTERNET: www.iplenergy.com

E-MAIL: [e-mail]

or

The Consumers' Gas Company Ltd.

J.L. Aiken, 416/498-2390

416/498-2977 (FAX)

905/839-3812 (Residence)