Serge Morel     P.O. Box 17222     Sarasota, FL   34276-0222 Fax:   (941) 378- 8008     e-mail:   serg@gte.net 9/20/2000 Page 239 of 579 Videotron – Press information- 2 http://gvl.videotron.com/sp2/sallepresse_ang.html January 22 1997 Redemption of CFCF debentures and merger between CFCF and a Groupe Vidéotron subsidiary directors of CFCF has approved, subject to the debentureholders' approval, the early redemption of its convertible subordinated debentures issued on May 18, 1994. In addition, Groupe Vidéotron and CFCF announced that CFCF and the subsidiary of Groupe Vidéotron which acquired in June 1996, through a take-over bid, all of the Multiple Voting Shares and 99.75% of the outstanding Subordinate Voting Shares of CFCF, approved an amalgamation agreement whereby CFCF and this subsidiary of Groupe Vidéotron propose to amalgamate, subject to their respective shareholders' approval, on April 1, 1997.   The approval by the debentureholders of the early redemption of all of the outstanding debentures will dispose of the uncertainty and of the legal proceedings resulting from the motion of certain debentureholders as to their entitlement to vote on the amalgamation to the regulatory authorities ad will enable CFCF to seek approval of its shareholders alone before proceeding with the amalgamation. The amalgamated corporation will be responsible for the obligations of each of the amalgamating corporations. The amalgamation will also render possible the privatization of CFCF. Pending the approval by the CRTC, the management of the amalgamated corporation will remain unchanged while the shares of its share capital will be held in trust by the voting trustee.   A meeting of the holders of debentures of CFCF is called for February 27, 1996 at the registered office of CFCF, at 405 Ogilvy Avenue, in Montreal. At that meeting, an extraordinary resolution approving the early redemption of the debentures will be submitted for consideration to the debenture holders of CFCF. On the same day, a meeting of the holders of Multiple Voting Shares and of the holders of Subordinate Voting Shares of CFCF will be held, also at the registered office of CFCF. At that meeting, a special resolution approving the amalgamation agreement will be submitted for consideration to the holders of the Multiple Voting Shares and the holders of the Subordinate Voting Shares voting separately as classes and together as shareholders of CFCF.   The record date for the purposes of the meetings of the debentureholders and of the shareholders was set for January 22, 1997 and the management proxy material is expected to be sent out by January 28, 1997.   The redemption of the debentures will be at a price of $1,200 per $1,000 of debentures (of which $200 will be assumed by Groupe Vidéotron), plus any accrued and unpaid interest from the last date of payment of interest up to, but excluding, the date of redemption.   Under the amalgamation, all holders of outstanding Subordinate Voting Shares other than the Groupe Vidéotron subsidiary will receive for such Subordinate Voting Shares a consideration in the form of preferred shares of the amalgamated corporation. These preferred shares will be redeemed not later than the business day following their issue at a price of $21.50 per share, being the same price in cash as the one offered for Subordinate Voting Shares under the offer of Groupe Vidéotron.   It is anticipated that the debentures will be delisted from the Montreal Exchange and The Toronto Stock Exchange once redeemed. Moreover, it is also anticipated that upon the amalgamation or as soon as possible thereafter, the Subordinate Voting Shares of CFCF shall be delisted from these exchanges.   CFCF Inc. is a diversified Canadian communications company active in television broadcasting, cable television and production.