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Press release from CNW Group

The Churchill Corporation announces the completion of Churchill's acquisition of Seacliff Construction Corp.

Tuesday, July 13, 2010

The Churchill Corporation announces the completion of Churchill's acquisition of Seacliff Construction Corp.17:00 EDT Tuesday, July 13, 2010/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/CALGARY, July 13 /CNW/ - (TSX: CUQ) - The Churchill Corporation ("Churchill") is pleased to announce that on July 13, 2010 Churchill completed its previously announced acquisition of Seacliff Construction Corp. ("Seacliff") pursuant to an arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). Under the terms of the Arrangement, Seacliff shareholders received $17.14 in cash for each Seacliff common share. The total purchase price for the acquisition was approximately $394 million, including the assumption of Seacliff's indebtedness.Prior to the completion of the Arrangement, Churchill established a new $200 million, 3 year senior secured revolving credit facility with a syndicate of Canadian chartered banks and completed a financing through the issuance of (i) 6,324,500 subscription receipts (the "Subscription Receipts") at a price of $16.75 per Subscription Receipt for gross proceeds of $105.9 million, including $5.4 million pursuant to a partial exercise by the underwriters of the over-allotment option granted to them with respect to the Subscription Receipts and (ii) $86.25 million aggregate principal amount of 6% convertible extendible unsecured subordinated debentures (the "Debentures"), including $11.25 million aggregate principal amount of Debentures pursuant to the exercise in full by the underwriters at closing of the over-allotment option granted to them with respect to the Debentures, for total net proceeds of approximately $185 million.The acquisition was financed through the proceeds of the Subscription Receipt and Debenture offerings; cash on hand; and funds drawn on Churchill's newly established senior secured revolving credit facility. With today's closing of the Seacliff acquisition, the escrow release condition for the Subscription Receipts has been met, the transfer register for the Subscription Receipts will close today at 5:00 p.m. (local time in Calgary and Toronto) and the Subscription Receipts will automatically be exchanged on a one-to-one basis for common shares of Churchill through the facilities of CDS Clearing and Depositary Services Inc. effective as of today's date. In addition, with today's closing of the Seacliff acquisition, the maturity date of the Debentures was automatically extended from August 20, 2010 to June 30, 2015."We are very excited to welcome a great team of highly qualified and experienced construction, electrical and heavy construction professionals to the Churchill family," said Jim Houck, Churchill's President and Chief Executive Officer. "The acquisition enhances Churchill's competitive position in the marketplace as Churchill gains new strategic customer relationships, adds complementary service offerings such as commercial electrical contracting and heavy construction services, and will now operate across a broader geographic footprint."Seacliff's common shares will be delisted from the Toronto Stock Exchange within 3 trading days.About The Churchill Corporation:The Churchill Corporation provides building construction, commercial and industrial electrical contracting, heavy construction, and industrial insulation services to an array of public and private sector clients. Churchill operates 39 locations in British Columbia, Alberta, Saskatchewan and Manitoba. Churchill's common shares are listed on the Toronto Stock Exchange under the symbol "CUQ".FORWARD LOOKING STATEMENTSCertain statements in this Press Release may constitute "forward-looking statements". Forward-looking statements include, without limitation, statements regarding the future financial position, business strategy, objectives, projections, estimates, expectations or predictions of the future. Many of these statements can be identified by looking for words such as "believes," "expects," "may," "will," "intends," "anticipates," "estimates," "continues," or the negative thereof, or other variations thereon. Although management of Churchill believes its expectations regarding these statements are based on reasonable assumptions and currently available information, it can give no assurance its expectations will be achieved. The Corporation cautions that, by their nature, forward-looking statements, involve risks, and uncertainties and that its actual actions, and/or results could differ materially from those expressed or implied in such forward-looking statements, and that the aforementioned risks, uncertainties and actions could affect the extent to which a particular projection materializes. The Corporation assumes no obligation to update the forward-looking statements should circumstances or the Corporation's management's estimates or opinions change, except as may be required by law.%SEDAR: 00003704EFor further information: Andrew Apedoe, Vice President Investor Relations & Secretary, The Churchill Corporation, (403) 685-7775, Email: inquiries@churchill-cuq.com, Website: www.churchillcorporation.com