Government of Canada
Symbol of the Government of Canada


Vol. 132, No. 29 — July 18, 1998

MISCELLANEOUS NOTICES

ALBERTA TRANSPORTATION AND UTILITIES

PLANS DEPOSITED

Alberta Transportation and Utilities hereby gives notice that an application has been made to the Minister of Fisheries and Oceans under the Navigable Waters Protection Act for approval of the plans and site of the work described herein. Under section 9 of the said Act, Alberta Transportation and Utilities has deposited with the Minister of Fisheries and Oceans, and in the office of the District Registrar of the Land Registry District of Edmonton, at Edmonton, Alberta, under deposit number 982-3159 (Instrument No. 982189729) dated July 3, 1998, a description of the site and plans of the reconstruction of the superstructure on an existing bridge over Shunda Creek, 12 km east of Nordegg, on Highway 11, in front of lot No. ISW2-41-14-5.

Written objections based on the effect of the work on marine navigation and on the environment should be directed, not later than one month from the date of publication of this notice, to the Regional Director, Canadian Coast Guard, Department of Fisheries and Oceans, 201 Front Street N, Suite 703, Sarnia, Ontario N7T 8B1.

Edmonton, July 18, 1998

ALBERTA TRANSPORTATION AND UTILITIES

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BRITISH COLUMBIA HYDRO AND POWER AUTHORITY

PLANS DEPOSITED

British Columbia Hydro and Power Authority hereby gives notice that an application has been made to the Minister of Fisheries and Oceans under the Navigable Waters Protection Act for approval of the plans and site of the work described herein. Under section 9 of the said Act, British Columbia Hydro and Power Authority has deposited with the Minister of Fisheries and Oceans, at Vancouver, British Columbia, and in the office of the District Registrar of the Land Registry District of New Westminster, at 88 Sixth Street, New Westminster, British Columbia, under deposit number BM 187811, a description of the site and plans of Hayward Reservoir Trail Floating Walkway over the Hayward Reservoir, at Mission, British Columbia, in front of Parcel A, Legal Subdivisions 3, 4, 5 and 6, Section 11, Township 15, New Westminster District.

And take notice that the project is presently being screened pursuant to the Canadian Environmental Assessment Act.

Written objections based on the effect of the work on marine navigation or the environment should be directed, not later than one month from the date of publication of this notice, to the Director General, Operational Programs, Navigable Waters Protection Division, Canadian Coast Guard, Department of Fisheries and Oceans, 300-555 West Hastings Street, Vancouver, British Columbia V6B 5G3.

Burnaby, July 6, 1998

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY

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THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY

DOCUMENTS DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 26, 1998, the following documents were deposited in the Office of the Registrar General of Canada:

1. Memorandum of Lease Agreement (BNSF 1998-D) dated June 29, 1998, between NBB Glendive Lease Co., Ltd. and The Burlington Northern and Santa Fe Railway Company;

2. Memorandum of Lease Supplement No. 1 (BNSF 1998-D) dated June 29, 1998, between NBB Glendive Lease Co., Ltd. and The Burlington Northern and Santa Fe Railway Company;

3. Memorandum of Mortgage and Security Agreement (BNSF 1998-D) dated June 29, 1998, between First Security Bank, National Association and NBB Glendive Lease Co., Ltd.;

4. Memorandum of Mortgage Supplement No. 1 (BNSF 1998-D) dated June 29, 1998, between First Security Bank, National Association and NBB Glendive Lease Co., Ltd.;

5. Memorandum of Dollar Account Pledge Agreement (BNSF 1998-D) dated as of June 29, 1998, between NBB Glendive Lease Co., Ltd. and Export Development Corporation;

6. Memorandum of Lease Assignment (BNSF 1998-D) dated June 29, 1998, between NBB Glendive Lease Co., Ltd. and First Security Bank, National Association; and

7. Memorandum of Lessor Security Agreement (BNSF 1998-D) dated June 29, 1998, between NBB Glendive Lease Co., Ltd. and The Burlington Northern and Santa Fe Railway Company.

July 9, 1998

MCCARTHY TÉTRAULT
Solicitors

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CANADIAN FEDERATION OF AROMATHERAPISTS

RELOCATION OF HEAD OFFICE

Notice is hereby given that the Canadian Federation of Aromatherapists of Ontario has changed the location of its head office to the City of Toronto, Province of Ontario.

May 15, 1998

ILER, CAMPBELL, KLIPPENSTEIN
Barristers and Solicitors

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CANADIAN NATIONAL RAILWAY COMPANY

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on May 6, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Memorandum of Lease Termination and Equipment Disposition dated as of February 2, 1998, between The First National Bank of Maryland (the "Bank") [successor-in-interest to NRUC Corporation], as Lessor and Seller, and Canadian National Railway Company ("CN"), as Lessee and Buyer, relating to the lease of 394 box cars pursuant to a Lease Agreement dated January 22, 1988, as amended, and entered into between the Bank and CN.

May 6, 1998

CANADIAN NATIONAL RAILWAY COMPANY

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CANADIAN NATIONAL RAILWAY COMPANY

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on May 6, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Memorandum of Termination dated as of January 2, 1998, by the Canada Life Assurance Company (successor-in-interest to Chemical Bank of Canada) ("Canada Life") relating to an Agreement of Assignment dated as of June 28, 1998, between Canada Life and NRUC Corporation ("NRUC") now known as Emergent Group, Inc. (predecessor-in-interest to the First National Bank of Maryland) whereby NRUC assigned to Canada Life all its rights and interests in a Lease Agreement dated as of June 28, 1988, entered into between NRUC as Lessor (the "Lease") and Canadian National Railway Company ("CN") as Lessee, relating to the lease and mortgage of boxcars. The Assignment Agreement also granted in favour of Canada Life a mortgage and charge on and security interest in the Lease and in 394 boxcars, marked CN418000 to CN418399 inclusive (excluding CN418081, CN418085, CN418088, CN418125, CN418126 and CN418141).

May 6, 1998

CANADIAN NATIONAL RAILWAY COMPANY

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CANADIAN NATIONAL RAILWAY COMPANY

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on May 6, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Notice of renumbering of Leased Units of Railroad Rolling Stock dated as of January 23, 1998, relating to a Lease Agreement dated January 22, 1988, between NRUC Corporation (predecessor-in-interest to The First National Bank of Maryland) now know, as Emergent Group, Inc., as Lessor, and Canadian National Railway Company ("CN"), as Lessee, for the lease of 394 units of railroad rolling stock.

May 6, 1998

CANADIAN NATIONAL RAILWAY COMPANY

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CSX TRANSPORTATION, INC.

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 26, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Summary of Equipment Trust Agreement dated as of June 19, 1998, between The First National Bank of Maryland and CSX Transportation, Inc.

July 10, 1998

MCCARTHY TÉTRAULT
Solicitors

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DASTURJI KOOKADARU MEMORIAL TRUST FOR MAZDAYESNI ZARATHUSHTRIS

SURRENDER OF CHARTER

Notice is hereby given that the Dasturji Kookadaru Memorial Trust for Mazdayesni Zarathushtris intends to apply to the Minister of Industry for leave to surrender its charter pursuant to the Canada Corporations Act.

July 18, 1998

KERSI DOODHA
Chairman

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ESCANABA & LAKE SUPERIOR RAILROAD COMPANY

DOCUMENTS DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on July 6, 1998, the following documents were deposited in the Office of the Registrar General of Canada:

1. Partial Release by Bank of New York dated July 2, 1998, in favour of Escanaba & Lake Superior Railroad Company;

2. Termination and Release by American National Bank and Trust Company of Chicago dated July 2, 1998, in favour of Escanaba & Lake Superior Railroad Company;

3. Release of Security Interests dated July 2, 1998, by First of America Bank-Northern Michigan, as Secured Party;

4. Security Agreement dated July 1, 1998, between Deutsche Financial Services Corporation, as Secured Party, and Escanaba & Lake Superior Railroad Company, as Debtor, relating to 345 cars and 9 locomotives; and

5. Bill of Sale dated July 2, 1998, by American National Bank and Trust Company of Chicago in favour of Escanaba & Lake Superior Railroad Company, relating to 286 cars.

July 6, 1998

AIRD & BERLIS
Barristers and Solicitors

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GLOBAL PARTNERS INSTITUTE (CANADA)

RELOCATION OF HEAD OFFICE

Notice is hereby given that Global Partners Institute (Canada) has changed the location of its head office to the City of Vancouver, Province of British Columbia.

July 6, 1998

FRANK ELLSWORTH
President

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G.S.M. & ASSOCIATES LEASING INC.

DOCUMENT DEPOSITED

Notice is hereby given, pursuant to section 105 of the Canada Transportation Act, that on June 26, 1998, the following document was deposited in the Office of the Registrar General of Canada:

Agreement of Termination and Release dated May 30, 1998, among G.S.M. & Associates Leasing Inc., Bank of Montreal and Bank of Nova Scotia.

July 10, 1998

MCCARTHY TÉTRAULT
Solicitors

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HILLSBURN BASIN SCALLOP GROUP LTD.

PLANS DEPOSITED

Hillsburn Basin Scallop Group Ltd. hereby gives notice that an application has been made to the Minister of Fisheries and Oceans under the Navigable Waters Protection Act for approval of the plans and site of the work described herein. Under section 9 of the said Act, Hillsburn Basin Scallop Group Ltd. has deposited with the Minister of Fisheries and Oceans, and in the office of the District Registrar of the Land Registry District of Annapolis County, at Lawrencetown, Nova Scotia, under deposit number 5874, a description of the site and plans of an expansion of the scallop aquaculture lease No. 1042, in the Annapolis Basin, Annapolis County, Nova Scotia, in water lot No. 1042.

Written objections based on the effect of the work on marine navigation should be directed, not later than one month from the date of publication of this notice, to the Regional Director, Canadian Coast Guard, Department of Fisheries and Oceans, Foot of Parker Street, P.O. Box 1000, Dartmouth, Nova Scotia B2Y 3Z8.

Digby, July 6, 1998

BLAIR COOPER
Manager

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ONTARIO AND QUEBEC RAILWAY COMPANY

MEETING OF HOLDERS OF 5 PERCENT PERMANENT DEBENTURE STOCK AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a meeting (the "O&Q PDS Holders Meeting") of holders of 5 percent permanent debenture stock ("O&Q PDS") of Ontario and Quebec Railway Company ("O&Q") will be held at The Royal York Hotel, 100 Front Street West, Toronto, Canada, on Thursday, September 17, 1998, at 11:00 a.m. (Eastern time).

And take notice that an application commenced by O&Q, Canadian Pacific Limited ("CPL"), Canadian Pacific Railway Company ("CPR"), St. Lawrence & Hudson Railway Company Limited ("StL&H") and Toronto, Grey and Bruce Railway Company ("TG&B") for approval of a proposed plan of arrangement (the "Arrangement") under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the O&Q PDS Holders Meeting.

The O&Q PDS Holders Meeting is being convened to consider and vote on a resolution with respect to the provisions of the Arrangement relating to the O&Q PDS. As part of the Arrangement, each O&Q PDS holder (other than CPR and dissenting O&Q PDS holders, if any) may elect to receive common shares of CPL ("CPL Common Shares") having a value equal to 1 (based on an established rate of currency conversion) in respect of each 1 of O&Q PDS held, together with accrued and unpaid interest, if any, thereon up to and including the effective date of the Arrangement (the "Share Election"). An O&Q PDS holder who does not make the Share Election will receive 1 cash (or, at the election of the O&Q PDS holder, the Canadian dollar equivalent thereof based on an established rate of currency conversion) in respect of each 1 of O&Q PDS held, plus accrued interest. In order to validly make the Share Election, an O&Q PDS holder must surrender certificates representing all of its O&Q PDS, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day immediately prior to any date to which the O&Q PDS Holders Meeting is adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a copy of the notice of application and the notice of motion for approval of the final order, and a letter of transmittal and a form of proxy, was mailed to O&Q PDS holders on or about July 7, 1998. The record date for purposes of determining O&Q PDS holders entitled to receive notice of the O&Q PDS Holders Meeting will be the close of business on the date immediately preceding the giving of such notice.

Any O&Q PDS holder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve upon O&Q's solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone enquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

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ONTARIO AND QUEBEC RAILWAY COMPANY

SPECIAL MEETING OF HOLDERS OF CAPITAL SHARES AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a special meeting (the "O&Q Shareholders Meeting") of holders of capital shares ("O&Q Shares") of Ontario and Quebec Railway Company ("O&Q") will be held at The Royal York Hotel, 100 Front Street West, Toronto, Canada, on Thursday, September 17, 1998, at 2:00 p.m. (Eastern time).

And take notice that an application commenced by O&Q, Canadian Pacific Limited ("CPL"), Canadian Pacific Railway Company ("CPR"), St. Lawrence & Hudson Railway Company Limited ("StL&H") and Toronto, Grey and Bruce Railway Company ("TG&B") for approval of a proposed plan of arrangement (the "Arrangement") under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the O&Q Shareholders Meeting.

The O&Q Shareholders Meeting is being convened to consider and vote on a special resolution to approve the Arrangement which would involve, among other things, the amalgamation of O&Q with TG&B and StL&H. As part of the Arrangement, each O&Q shareholder (other than CPR and dissenting O&Q shareholders, if any) may elect to receive cash (the "Cash Election") in respect of each O&Q Share held, failing which it will receive common shares of CPL ("CPL Common Shares") in respect of each O&Q Share held, based on the weighted average closing price of CPL Common Shares on The Toronto Stock Exchange for the 20 trading days immediately preceding the effective date of the Arrangement. In order to validly make the Cash Election, an O&Q shareholder must surrender share certificates representing all of its O&Q Shares, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day prior to any date to which the O&Q Shareholders Meeting is adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a copy of the notice of application and the notice of motion for approval of the final order, and a letter of transmittal and a form of proxy, was mailed to O&Q shareholders on or about July 7, 1998. The record date for purposes of determining O&Q shareholders entitled to receive notice of the O&Q Shareholders Meeting is the close of business on the date immediately preceding the giving of such notice.

Any O&Q shareholder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve on O&Q's solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone inquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

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ROBERT WHELAN

PLANS DEPOSITED

Robert Whelan hereby gives notice that an application has been made to the Minister of Fisheries and Oceans under the Navigable Waters Protection Act for approval of the plans and site of the work described herein. Under section 9 of the said Act, Ray Johnson and Associates have deposited with the Minister of Fisheries and Oceans, at Vancouver, British Columbia, and in the office of the District Registrar of the Kootenay Land Title District, at Nelson, British Columbia, as Plan NEP 23550, a description of the site and plans of existing fill and an existing breakwater in Kootenay Lake, at Twin Bays, in front of Remainder of Parcel 2 (see 21540-I), District Lot 193, Kootenay District.

Written objections based on the effect of the work on marine navigation and on the environment should be directed, not later than one month from the date of publication of this notice, to the Regional Director, Canadian Coast Guard, Department of Fisheries and Oceans, 300-555 West Hastings Street, Vancouver, British Columbia V6B 5G3.

Nelson, August 1, 1998

RAY JOHNSON AND ASSOCIATES
Consulting Engineers

[29-1-o]

TORONTO, GREY AND BRUCE RAILWAY COMPANY

MEETING OF HOLDERS OF 4 PERCENT FIRST MORTGAGE BONDS, DUE 2883 AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a meeting of holders of 4 percent First Mortgage Bonds, Due 2883 ("TG&B Bonds") of Toronto, Grey and Bruce Railway Company ("TG&B") [the "TG&B Bondholders Meeting"] will be held at The Royal York Hotel, 100 Front Street West, Toronto, Canada, on Thursday, September 17, 1998, at 10:00 a.m. (Eastern time).

And take notice that an application commenced by the Ontario and Quebec Railway Company ("O&Q"), Canadian Pacific Limited ("CPL"), Canadian Pacific Railway Company ("CPR"), St. Lawrence & Hudson Railway Company Limited ("StL&H") and TG&B for approval of a proposed plan of arrangement (the "Arrangement") under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the TG&B Bondholders Meeting.

The TG&B Bondholders Meeting is being convened to consider and vote on a resolution with respect to the provisions of the Arrangement relating to the TG&B Bonds. As part of the Arrangement, each TG&B bondholder (other than CPR and dissenting TG&B bondholders, if any) may elect to receive common shares of CPL ("CPL Common Shares") having a value equal to 100 (based on an established rate of currency conversion) in respect of each 100 of TG&B Bonds held, together with accrued and unpaid interest, if any, thereon up to and including the effective date of the Arrangement (the "Share Election"). A TG&B bondholder who does not make the Share Election will receive 100 cash (or, at the election of the TG&B bondholder, the Canadian dollar equivalent thereof based on an established rate of currency conversion) in respect of each 100 of TG&B Bonds held, plus accrued interest. In order validly to make the Share Election, a TG&B bondholder must surrender certificates representing all of its TG&B Bonds and all unmatured interest coupons, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day immediately prior to any date to which the TG&B Bondholders Meeting may be adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a letter of transmittal and a form of proxy, has been prepared in respect of the TG&B Bondholders Meeting. In advance of the TG&B Bondholders Meeting, holders of TG&B Bonds, which are issued in bearer form, may obtain the joint management proxy circular, the notice of application and the notice of motion for approval of the final order, a form of proxy and certification of ownership containing instructions as to the provisions for voting by proxy or attending the TG&B Bondholders Meeting and a letter of transmittal from The Trust Company of Bank of Montreal, at 129 Saint-Jacques Street West, B Level North, Montréal, Quebec H2Y 1L6, telephone numbers 1-800-332-0095 or 1-514-877-2584.

Any TG&B bondholder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve upon TG&B's solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone inquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

[29-4-o]

TORONTO, GREY AND BRUCE RAILWAY COMPANY

SPECIAL MEETING OF HOLDERS OF CAPITAL SHARES AND APPLICATION TO THE ONTARIO COURT (GENERAL DIVISION) FOR APPROVAL OF ARRANGEMENT

Take notice that a special meeting of holders of capital shares ("TG&B Shares") of Toronto, Grey and Bruce Railway Company ("TG&B") [the "TG&B Shareholders Meeting"] will be held at The Royal York Hotel, 100 Front Street West, Toronto, Canada, on Thursday, September 17, 1998, at 9:00 a.m. (Eastern time).

And take notice that an application commenced by the Ontario and Quebec Railway Company ("O&Q"), Canadian Pacific Limited ("CPL"), Canadian Pacific Railway Company ("CPR"), St. Lawrence & Hudson Railway Company Limited ("StL&H") and TG&B for approval of a proposed plan of arrangement (the "Arrangement") under the Canada Business Corporations Act and a motion for approval of the final order will be heard on the Commercial List of the Ontario Court (General Division) at the Court House, 393 University Avenue, Toronto, Canada, on Thursday, September 24, 1998, at 10:00 a.m. (Eastern time) or as soon thereafter as the matter can be heard. The Court has also scheduled a hearing for July 30, 1998, to consider a number of issues in relation to the Arrangement prior to the TG&B Shareholders Meeting.

The TG&B Shareholders Meeting is being convened to consider and vote on a special resolution to approve the Arrangement which would involve, among other things, the amalgamation of TG&B with O&Q and StL&H. As part of the Arrangement, each TG&B shareholder (other than CPR and dissenting TG&B shareholders, if any) may elect to receive cash (the "Cash Election") in respect of each TG&B Share held, failing which it will receive common shares of CPL ("CPL Common Shares") in respect of each TG&B Share held, based on the weighted average closing price of CPL Common Shares on The Toronto Stock Exchange for the 20 trading days immediately preceding the effective date of the Arrangement. In order validly to make the Cash Election, a TG&B shareholder must surrender share certificates representing all of its TG&B Shares, together with a letter of transmittal in proper form, prior to 5:00 p.m. (Eastern time) on the later of: (i) September 15, 1998; and (ii) the second business day prior to any date to which the TG&B Shareholders meeting may be adjourned or postponed.

A joint management proxy circular of O&Q and TG&B, together with a copy of the notice of application and the notice of motion for approval of the final order, and a letter of transmittal and a form of proxy, was mailed to TG&B shareholders on or about July 7, 1998. The record date for purposes of determining TG&B shareholders entitled to receive notice of the TG&B Shareholders Meeting is the close of business on the date immediately preceding the giving of such notice.

Any TG&B shareholder desiring to appear at the hearing of the application scheduled for September 24, 1998, or the hearing scheduled for July 30, 1998, is required to serve upon TG&B's solicitors, McCarthy Tétrault, at Toronto Dominion Bank Tower, Suite 4700, Toronto-Dominion Centre, Toronto, Ontario M5K 1E6, Attention: Michael Barrack, on or before 2:00 p.m. (Eastern time) on September 22, 1998 (or such time on July 28, 1998, in the case of the July 30, 1998, hearing), a notice of appearance, including an address for service, together with any evidence or materials to be presented to the Court and to file proof of such service and a copy of such materials with the Court at the Commercial Court office, 393 University Avenue, Toronto, Ontario M5G 1E6. Telephone enquiries concerning the application may be made to Michael Barrack at (416) 601-7894.

July 14, 1998

R. V. HORTE
Corporate Secretary

[29-4-o]

VAKUUTUSOSAKEYHTIO POHJOLA

CHANGE OF NAME

Notice is hereby given that, pursuant to section 576 of the Insurance Companies Act, the Vakuutusosakeyhtio Pohjola (in English "Pohjola Insurance Company Ltd." or in French "La Compagnie d'Assurance Pohjola Ltée") intends to make an application to the Superintendent of Financial Institutions of Canada to change its name, under which it is authorized to insure risks, to Pohjola Group Insurance Corporation.

Montréal, June 15, 1998

ROBERT PARIZEAU
Chief Agent

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