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Offer to purchase CLEARNET.pdf - About TELUS

Offer to purchase CLEARNET.pdf - About TELUS

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CERTIFICATE OF 612459 B.C. LTD.<br />

The contents of the <strong>Offer</strong>s <strong>to</strong> Purchase and Circular have been approved, and the sending, communication<br />

or delivery thereof <strong>to</strong> the holders of Clearnet Shares has been authorized, by the board of direc<strong>to</strong>rs of<br />

612459 B.C. Ltd. The foregoing, <strong>to</strong>gether with the documents incorporated herein by reference, contains no<br />

untrue statement of a material fact and does not omit <strong>to</strong> state a material fact that is required <strong>to</strong> be stated or that<br />

is necessary <strong>to</strong> make a statement not misleading in the light of the circumstances in which it was made. In<br />

addition, the foregoing, <strong>to</strong>gether with the documents incorporated herein by reference, does not contain any<br />

misrepresentation likely <strong>to</strong> affect the value or the market price of the Clearnet Shares subject <strong>to</strong> the <strong>Offer</strong>s or<br />

the <strong>TELUS</strong> Non-Voting Shares offered in exchange therefor.<br />

DATED: September 20, 2000.<br />

(Signed) DARREN ENTWISTLE (Signed) BARRY A. BAPTIE<br />

President and Chief Executive Officer Executive Vice-President, Finance<br />

and Chief Financial Officer<br />

On behalf of the Board of Direc<strong>to</strong>rs<br />

(Signed) JAMES W. PETERS (Signed) ROBERT J. DARDI<br />

Direc<strong>to</strong>r Direc<strong>to</strong>r<br />

65

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