Consolidated Mercantile Incorporated and Genterra Inc. Announce Modification to Share Exchange on Proposed Amalgamation

    TORONTO, April 2 /CNW/ - Consolidated Mercantile Incorporated: ("CMI")
(TSX: "CMC"; OTC: "CSLMF.PK") and Genterra Inc. ("Genterra") (TSX-V: "GIC")
announced today that their respective boards of directors (the "Boards") have
approved a modification to the share exchange ratios to be applied in
connection with the proposed amalgamation of the two companies (the
    Based upon the advice of independent valuation experts, it had initially
been proposed that the common shares of CMI would be exchanged for common
shares of the amalgamated company ("Amalco") on the basis of 3.6 common shares
of Amalco for each common share of CMI, and one common share of Amalco for
each common share of Genterra.
    The Boards of Genterra and CMI continue to be satisfied with their
determination as to the respective common share values of Genterra and CMI,
but upon further consideration have concluded that a better basis for
effecting the share exchange is that each common share of CMI be exchanged for
one Amalco common share and each 3.6 common shares of Genterra be exchanged
for one Amalco common share. While this modification to the share exchange
does not give rise to any change in the relative valuations, it will result in
a reduction in the total number of common shares of Amalco issued upon the
Amalgamation. The boards believe that such a reduction will benefit the Amalco
shareholders as it will enhance the prospects for an increased trading price
for the Amalco common shares and compliance with market listing requirements.
    In order for the proposed Amalgamation transaction to become effective,
all applicable corporate, shareholder and regulatory approvals must first be
obtained. There can be no assurance that the Amalgamation will be completed as
proposed or at all. Investors are cautioned that, except as disclosed in
publicly disseminated press releases of either CMI or Genterra or the CMI and
Genterra Information Circulars to be prepared in connection with the
Amalgamation, any information released or received with respect to the
proposed transaction may not be accurate or complete and should not be relied
upon. Trading in the securities of CMI and Genterra should be considered
speculative at this time based on the information contained herein.

    CMI is a management holding company which effects its investment strategy
through investment in, management of and merchant banking to its core
strategic industries.

    Genterra Inc. is a management holding company whose assets include rental
real estate properties and investments.

    "Safe Harbor" statement under the Private Securities Reform Act of 1995:

    This release contains forward-looking statements which reflect the
current views of the respective management of CMI and Genterra as to future
events and operations. These forward-looking statements are based on
assumptions and external factors, including assumptions relating to
competitive market conditions, financial data, and other risks or
uncertainties detailed from time to time in the filings made by each of CMI
and Genterra with securities regulatory authorities. These forward-looking
statements represent the judgment of CMI and Genterra, respectively, as of the
date of this release and any changes in the assumptions or external factors
could produce significantly different results.

    Disclaimer: Neither the TSX Venture Exchange nor its Regulation Services
    Provider (as that term is defined in the policies of the TSX Venture
    Exchange) accepts responsibility for the adequacy or accuracy of this

For further information:

For further information: Consolidated Mercantile Incorporated, 106
Avenue Road, Toronto, ON, M5R 2H3, Attention: Stan Abramowitz, Secretary,
(416) 920-0500 Ext. 227; Genterra Inc., 106 Avenue Road, Toronto, ON, M5R 2H3,
Attention: Stan Abramowitz, Secretary, (416) 920-0500 Ext. 227

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