TRC Amends Its Offer for Nortel Networks Corporation.

Business Editors

TORONTO--(BUSINESS WIRE)--Sept. 15, 2003

TRC Capital Corporation (TRC) announced today that it is varying its $4.25 cash offer to purchase up to 30,000,000 common shares of Nortel Networks Corporation (TSE/NYSE: NT) as follows:

-- the Offeror shall promptly pay for all Nortel Shares taken up

and accepted for payment;

-- if there is a change in the offer price and/or the number of

Nortel Shares being sought, a minimum of ten (10) business

days may be required to allow adequate dissemination and

investor response;

-- the Offeror has received a commitment letter for

Cdn.$127,500,000 in connection with the financing of the

Offer; and

-- extending the period for the deposit of Nortel common shares

by shareholders to 5:00 p.m. on September 23, 2003, unless the

offer is withdrawn or extended.

TRC's bid was initially made on August 25, 2003.

TRC will accept for payment and will pay for all shares validly tendered prior to the expiration date and not properly withdrawn in accordance with the terms of the offer.

TRC will not be required to accept for payment or pay for any shares and may terminate the offer if certain conditions which, in the reasonable judgment of TRC in any such case, makes it inadvisable to proceed with the offer or with such acceptance for payment or payment.

Investors and security holders are strongly advised to read the definitive Offer to Purchase together with the Notice of Variation and Extension because they contain important information. Investors can obtain a free copy of the Offer to Purchase and the Notice of Variation and Extension from the depositary, CNRA Financial Services Inc., by calling [phone].

TRC Capital Corporation is a private investment corporation that manages a diverse investment portfolio focusing on manufacturing and other commodity and basic industries.