The Churchill Corporation announces receipt of Competition Bureau approval

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TSX: CUQ and SDC

CALGARY and RICHMOND, BC, July 2 /CNW/ - The Churchill Corporation ("Churchill") and Seacliff Construction Corp. ("Seacliff") are pleased to announce that the Competition Bureau has approved the proposed acquisition of Seacliff Construction Corp (TSX: SDC) by Churchill. The approval is evidenced by the receipt of an Advanced Ruling Certificate ("ARC") pursuant to section 102 of the Competition Act.

With the Competition Bureau's approval, the remaining significant conditions to complete the acquisition are Seacliff's shareholder approval and court approval. Seacliff's shareholder meeting is scheduled for July 9, 2010, with the acquisition closing scheduled for July 13, 2010.

"The Competition Bureau's approval marks a significant transaction milestone of the previously announced acquisition of Seacliff," commented Jim Houck, President and Chief Executive Officer of Churchill. "We look forward to finalizing all outstanding approvals and conditions of the arrangement with Seacliff setting the stage whereby Churchill can continue its vision to be the most admired construction and industrial services company in Canada. We are progressing well on integration efforts and expect to have our go-forward organizational structure in place at closing," said Houck.

About The Churchill Corporation

The Churchill Corporation provides building construction, industrial insulation and electrical contracting services throughout Western Canada. Churchill common shares are listed on the Toronto Stock Exchange under the symbol "CUQ".

About Seacliff Construction Corp.

Seacliff provides general contracting services, electrical contracting and earthmoving services to a wide array of clients in both the public and private sectors, with a majority of its business derived from institutional, commercial, civil and light industrial construction projects. Seacliff is headquartered in Vancouver, BC and operates 22 locations in British Columbia, Alberta, Saskatchewan and Manitoba, as well as two locations in Northwestern Ontario. Seacliff's business is conducted through three business units: Dominion Construction, a general contractor; Canem Systems, an electrical contractor and Broda Construction Group, a Saskatchewan-based earthmoving and heavy civil construction contractor.

FORWARD LOOKING STATEMENTS

Certain statements in this Press Release may constitute "forward-looking statements". Forward-looking statements include, without limitation, statements regarding the timing of the closing of the Acquisition and the use of proceeds of the Offering associated therewith. 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.

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For further information: Investor Contact: Andrew Apedoe, Vice President Investor Relations & Secretary, The Churchill Corporation, [phone], Email: [email protected], Website: www.churchillcorporation.com; Seacliff inquiries: Bill Crarer, Chief Executive Officer or Vance Hackett, Chief Financial Officer, [phone], Email: [email protected], Website: www.seacliffconstruction.ca