Keystone North America Inc. - Non-cash rights offering expiring May 15th 2008

    /NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES
    WIRE SERVICES/

    TORONTO, May 9 /CNW/ - Keystone North America Inc. (the "Company" or
"Keystone") reminds shareholders, including holders of income participating
securities (IPSs), that the Company's previously announced non-cash rights
offering expires at 5:00 p.m. (Eastern Time) on May 15, 2008.
    Shareholders that wish to exercise their rights must provide their broker
or financial advisor (CDS participant) with instructions sufficiently in
advance of the expiry date. If a shareholder does not exercise all of its
rights, then the shareholder will experience material dilution and receive
lower annual cash distributions. Rights not exercised before the expiry date
will be void and have no value.
    Shareholders are encouraged to contact their broker immediately. Keystone
has engaged BMO Capital Markets to act as financial advisor and dealer
manager, and to solicit the exercise of the rights. Enquiries can be addressed
to any of the following sources:

    BMO Capital Markets
    Via the Keystone non-cash rights offering enquiries line
    1 [phone]

    Keystone North America Inc.
    By contacting the secretary of Keystone
    1 [phone]

    Georgeson Shareholder Communications Canada, Inc.
    1 [phone]

    Non-cash Rights Offering and Common Share Conversion

    Keystone issued to holders of its common shares, including those
represented by IPSs, rights to subscribe for and purchase additional common
shares. Each holder of record of common shares as of the close of business on
the record date of April 23, 2008 and investors who have purchased since that
date will have one right for each common share included as part of their IPS
unit (CUSIP 493 525 505). Each right entitles the holder to purchase five
additional common shares of Keystone. These rights must be exercised prior to
5:00 p.m. (Eastern Time) on May 15, 2008. The subscription price to exercise
each right will be satisfied by delivery of the C$4.286 principal amount of
subordinated notes, which is a component of each IPS. The rights may not be
exercised for cash or any consideration other than the subordinated notes and
subscriptions for common shares will be irrevocable.
    Following the expiry date, it is the Company's intention that each
shareholder will receive cumulative annual dividends of C$0.14 per common
share held. Given that each right will entitle the holder to purchase five
additional common shares and that each IPS currently includes one common
share, shareholders who exercise a right can expect to receive cumulative
annual dividends of C$0.84 per IPS unit previously held, thus generally
preserving the after-tax income for taxable Canadian investors, as compared to
prior to the offering.
    The non-cash rights offering has been identified by the board of
directors of Keystone as the most effective means to facilitate the conversion
of the Company from the current IPS structure to a traditional common share
structure. The principal advantages to the Company of a common share structure
include: reduced exposure to Canadian dollar appreciation as it relates to
principal obligations on the subordinated notes and financial covenant
calculations, access to the broader market for common shares and the ability
to lower the Company's payout ratio while generally preserving the after-tax
income for taxable Canadian investors.
    Further details concerning the non-cash rights offering and the
procedures to be followed by holders to exercise their rights are contained in
the final short form prospectus. Copies of the final short form prospectus may
be obtained from the dealer manager upon request and are available under the
Company's name at www.sedar.com.FORWARD LOOKING INFORMATIONCertain statements in this news release are "forward-looking statements",
which reflect the expectations of management regarding the Company's future
growth, results of operations, performance and business prospects and
opportunities. Wherever possible, words such as "plans", "expects" or "does
not expect", "forecasts", "anticipates" or "does not anticipate", "believes",
"intends" and similar expressions or statements that certain actions, events
or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved have been used to identify these forward-looking statements. These
forward-looking statements reflect management's current reasonable
expectations regarding future events and operating performance and speak only
as of the date of this news release. Forward-looking statements involve
significant risks and uncertainties, should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such performance or
results will be achieved. A number of factors could cause actual results to
differ materially from the results discussed in the forward-looking statements
including, among others, those factors set out in the "Risk Factors" sections
of the Company's Annual Information Form dated March 27, 2008 and the final
short form prospectus dated April 14, 2008, which risk factors are
incorporated herein by reference. However, the risk factors set out therein
are not exhaustive of the factors that may affect any of the Company's
forward-looking statements. Although the forward-looking statements contained
in this news release are based upon what management believes to be reasonable
assumptions, investors cannot be assured that actual results will be
consistent with these forward-looking statements, and the differences may be
material. These assumptions, which include, management's current expectations,
estimates and assumptions about the markets the Company operates in, mix of
funeral services, interest rates, exchange rates, tax considerations and the
Company's ability to attract and retain customers and to manage its assets and
operating costs, may prove to be incorrect. Further information regarding
these and other factors is included in the Company's public filings with
Canadian securities regulatory authorities. These forward-looking statements
are made as of the date of this news release and, except as otherwise required
by law, the Company assumes no obligation to update or revise them to reflect
new events or circumstances.

For further information: Steven A. Tidwell, Chief Executive Officer,
[phone], [e-mail]; Stephen Shaffer, Chief Financial
Officer, [phone], [e-mail]; or please visit our
investor website at http://www.keystonenorthamerica.ca