TMX group

EDMONTON, April 19 /CNW/ - The Churchill Corporation (CUQ-TSX) is pleased
to announce that it has agreed to complete a $10,646,000 equity financing.
Subject to shareholder approval, Churchill will issue 5,323,000 common
shares at $2.00, being the closing price of the Churchill common shares on
April 15th, 2005. Of the total $10,646,000 financing, $7,000,000
(3,500,000 shares) will be subscribed by Matco Capital Ltd. ("Matco"), a
private investment firm based in Calgary, Alberta, which is arm's length to
Churchill. The balance of $3,646,000 (1,823,000 shares) will be subscribed by
Peter Allard who currently owns approximately 14% of Churchill. After giving
effect to the issue, each of Matco and Mr. Allard will own 3,500,000 shares or
approximately 19.9% of the outstanding common shares of Churchill.
"Having two strong supportive significant shareholders and a
$10.6 million equity capital injection positions Churchill to aggressively
pursue its growth and development plans" said Mr. Norm Rokosh, Churchill's
incoming CEO. As the financing will be completed on a non brokered basis,
substantially all of the gross proceeds will be available to Churchill.
Churchill expects to seek the requisite shareholder approval at or
shortly after its scheduled May 12, 2005 shareholder meeting. The financing is
also subject to regulatory approval and to the execution of definitive
documentation.
As an interim matter, prior to obtaining shareholder approval, Matco has
agreed to lend Churchill $7,000,000,repayable not later than July 31, 2005.
Upon obtaining shareholder approval, the loan will be converted into
3,500,000 common shares. If Churchill shareholders fail to approve the
conversion, the loan will be repayable in full at maturity (July 31, 2005),
together with accrued interest and a funding fee of $100,000. Matco will have
the right, commencing from the date of advance of the loan until maturity, to
convert up to $3,354,000 of such loan into 1,677,000 common shares (being the
same number of shares currently owned by Allard), reflecting a conversion
price of $2.00 per share. The loan will accrue interest at 9% per annum,
calculated and paid monthly in arrears and will be secured by a promissory
note and a general security agreement, subordinated to security granted to
Churchill's bankers and bonding companies.

The Churchill Corporation provides building construction, industrial
construction and maintenance services throughout western Canada. Churchill
shares are listed on The Toronto Stock Exchange under the symbol "CUQ".