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For Immediate Release

CanWel Building Materials Ltd. acquires Sodisco-Howden Group Inc., creating $1 billion national building material and hardware distribution company

Vancouver, British Columbia ­ December 31, 2004: CanWel Building Materials Ltd. ("CanWel") (TSX: CWX) is pleased to announce that it has today acquired common shares representing approximately 83% of the common shares of Sodisco-Howden Group Inc. ("Sodisco-Howden") pursuant to the takeover bid by its subsidiary. CanWel Acquisition Inc. today has taken up and paid for the 17,271,541 million common shares of Sodisco-Howden validly tendered to its offer and not withdrawn prior to the expiry time of the bid, for total consideration of $56,132,508. CanWel now owns approximately 85% of the common shares of Sodisco-Howden. CanWel has extended its bid to 12:00 midnight (EST) on January 11, 2005 to allow any Sodisco-Howden shareholders who have not yet tendered their shares sufficient time to do so. CanWel intends to acquire all common shares not tendered by the extended expiry time pursuant to rights of compulsory acquisition, if available, or pursuant to a subsequent acquisition transaction, with the result that Sodisco-Howden will become a wholly-owned subsidiary of CanWel. Tom Donaldson, President of CanWel said, "This is a significant acquisition for CanWel. We are excited about having Sodisco-Howden join the CanWel organization and about the expansion of CanWel's platform for growth from coast to coast in Canada. The increased scope of product lines and value added services now available from CanWel will allow us to offer our customers and suppliers increased benefits." Additionally, CanWel announced today that all of the directors of Sodisco-Howden have resigned and have been replaced by the following nominees of CanWel, being its current board: Amar Doman, Tom Donaldson, Stephen W. Marshall, Ian Baskerville, Kelvin Dushnisky and Siegfried J. Thoma. In addition, Hubert de la Beaumelle, Jos Wintermans, James Shannon and Patrick Theoret have stepped down as officers and the following appointments have been made: Amar Doman, Chairman of the Board; Tom Donaldson, President and Chief Executive Officer and Rob Doman, Corporate Secretary. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Sodisco-Howden. Sodisco-Howden shareholders are advised to read the offering documents and the directors' circular regarding the offers referred to in this news release, The offering documents are available on the SEDAR website at under the SEDAR profile for Sodisco-Howden Group Inc. About CanWel. CanWel is a national distributor in the Canadian building materials, hardware and related products sector with a significant presence across Canada. On a combined basis, CanWel and Sodisco-Howden had sales of approximately $1.083 billion for the last four quarters ending September 30, 2004, and operate 18 distribution centres across Canada. CanWel trades on the Toronto Stock Exchange under the symbol CWX. For further information regarding CanWel please contact: Tom Donaldson, President and CEO 604 432 1400

Certain statements in this press release may constitute "forward-looking" statements, including the statement above regarding the expectation that the shares of Sodisco-Howden tendered and not withdrawn as of January 11, 2005 will be taken up and paid for, and the statement that shares not tendered by the extended expiry date will be acquired pursuant to a right of compulsory acquisition, if available or pursuant to a subsequent acquisition transaction, with the result that Sodisco-Howden will become a wholly-owned subsidiary of CanWel. These forward-looking statements reflect the current expectations of CanWel's management regarding future events but involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CanWel, including the performance of CanWel and Sodisco-Howden, on a consolidated basis, or industry results, to be

materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual events could differ materially from those projected herein and depend on a number of factors. These factors include the risk that the Sodisco-Howden acquisition will not be completed or if completed, integrated successfully; the risk that any cost savings and any synergies from the transaction may not be fully realized or may take longer to realize than expected; and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the periodic and other reports filed by CanWel and Sodisco-Howden with Canadian Securities Commissions and available on Sedar ( CanWel does not undertake, and specifically disclaims, any obligation to update or revise any forward looking information, whether as a result of new information, future developments or otherwise. This press release is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Sodisco-Howden. The solicitation and the offer to purchase Sodisco-Howden shares are made pursuant to the offer to purchase circular and related offer materials that CanWel has filed with Canadian regulatory authorities in accordance with applicable securities laws. Investors and security holders are advised to read such documents carefully as they include important information including the terms and conditions of the offer.


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Microsoft Word - PR Closing DEC 31 FINAL.doc