MDC Announces Public Offering of $50 Million Principal Amount of 7 Percent Subordinated Convertible Debentures.

TORONTO--(BUSINESS WIRE)--Dec. 10, 1996--MDC COMMUNICATIONS (TSE MDZ.A., AMEX MDQ) MDC Communications Corporation of Toronto said it has entered into a bought-deal underwriting agreement to sell $50 million of subordinated convertible debentures to a syndicate of underwriters.

In addition, the underwriters have the option to purchase an additional $10 million of convertible debentures.

The Company said the debentures will bear interest at 7 percent a year payable semi-annually on June 30 and December 31 and will mature January 7, 2007.

MDC said it intends to use the proceeds of the offering for general corporate purposes.

MDC said the debentures will be convertible at the option of the holder at any time prior to the close of business on the earlier of January 7, 2007 and the last business day immediately preceding the date fixed for redemption, into Class A Subordinate Voting shares of the Company at a conversion price of $20.30 per share (the "Conversion Price"), being at a rate of 49.261 Class A Subordinate Voting Shares per $1,000 principal amount of debentures, subject to standard anti-dilution and similar adjustments. This represents a premium of 24.9 percent to the last trade price of $16.25 per Class A Subordinate Voting Share.

The debentures will not be redeemable on or prior to December 31, 1999. After December 31, 1999, and prior to December 31, 2001 the debentures will be redeemable at par plus accrued and unpaid interest but only if the weighted average price at which the Class A Subordinate Voting Shares of the Company have traded on the Toronto Stock Exchange during the 20 consecutive trading days ending not more than five days prior to the giving of notice of redemption is at least 125% of the Conversion Price. From December 31, 2001 to and including the maturity date, January 7, 2007, the debentures will be redeemable at par plus accrued and unpaid interest. The Corporation may at its option elect to satisfy the obligation to repay the principal amount of debentures with cash or Class A Subordinate Voting Shares of the Company at 95 percent of the weighted average trading price for the 20 consecutive trading days prior to the maturity date or the redemption date.

The debentures will be direct, unsecured obligations of the Company, subordinated to all other indebtedness of the Company for borrowed money.

The debentures will be eligible under certain statutes as well as for RRSPs, RRIFs and DPSPs.

This transaction, which is expected to close January 7, 1997 is subject to a definitive underwriting agreement, regulatory approvals and the filing of a preliminary and final short form prospectus in certain provinces of Canada.

These securities have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

MDC Communications Corporation is a publicly traded multi- disciplined communications organization with a strong record of growth through three divisions: Security and Specialty Products, Direct Marketing and Home Shopping, and Communications and Marketing Services.

CONTACT: MDC Communications Corporation

Miles S. Nadal, 416/960-9000, ext. 223

or

MDC Communications Corporation

W. Judson Martin, 416/960-9000, ext. 243

or

Morgen-Walke Associates

Jessica Davis, 212/850-5600

or

Morgen-Walke Associates

Stan Froelich, 212/850-5600