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PETRO-CANADA FILES PRELIMINARY PROSPECTUS

 PETRO-CANADA FILES PRELIMINARY PROSPECTUS
 CALGARY, Alberta, May 22 /PRNewswire/ -- Petro-Canada


(Vancouver: PCA) announced today that it is in the process of filing with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada a preliminary short form prospectus relating to a proposed offering of unsecured notes. Proceeds of the offering, which is being underwritten by RBC Dominion Securities Inc., Wood Gundy Inc., ScotiaMcLeod Inc., Richardson Greenshields of Canada Ltd. and Burns Fry Limited, will be used to repay debt owing to Petro-Canada's former parent, Petro-Canada Limited, pursuant to an agreement dated May 9, 1991. This prepayment of debt will result in a modest unusual charge against earnings, the amount of which is not yet determinable. There will be a minimal impact on cash flow.
 Petro-Canada also announced that the unusual charge against its 1992 second quarter earnings in respect of staff reductions in its Resources division and corporate support functions previously announced on May 5, 1992, will be $39 million after tax.
 Petro-Canada also announced that it has entered into an agreement with Amoco Canada for the sale of Petro-Canada's 50 percent interest in the Wolf Lake oil sands project, which is expected to close on June 1, 1992. Upon closing, provisions established in prior years for anticipated expenses relating to the Wolf Lake project will no longer be required. Accordingly, those provisions are expected to be reversed in the second quarter of 1992, contributing to a gain on disposal of $22 million after income tax. There will be no significant impact on cash flow. The agreement follows Petro-Canada's announcement on Feb. 7, 1992, that it had signed a letter of intent to sell its Wolf Lake interest.
 -0- 5/22/92
 /CONTACT: Bob Foulkes, 403-296-5850, or Paul Cox, 403-296-4000/
 (PCA.) CO: Petro-Canada ST: Alberta IN: OIL SU:


KJ -- LA017 -- 3393 05/22/92 15:04 EDT
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Publication:PR Newswire
Date:May 22, 1992
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