Common Shares Offering

Sun Life Fin.Services of Canada Inc
31 August 2001

     SUN LIFE FINANCIAL OF CANADA ANNOUNCES OFFERING OF COMMON SHARES

(Toronto, August 31, 2001) Sun Life Financial Services of Canada Inc. today 
announced that it has filed a preliminary short form prospectus for an offering 
in Canada and the United States of common shares with estimated proceeds of 
Cdn$500,000,000, and a registration statement on Form F-10 for the offering of 
the common shares with the U.S. Securities and Exchange Commission. The final 
terms of the offering will be determined at the time of pricing. The proceeds of
the offering are intended to be used to finance in part the acquisition of 
Keyport Life Insurance Company ('Keyport') and Independent Financial Marketing 
Group, Inc. ('IFMG').

Keyport is a Boston-based speciality insurance company providing a diversified 
line of fixed, indexed and variable annuity products in the U.S. As at June 30, 
2001, Keyport had US$19 billion (Cdn$27 billion) in assets under management. 
IFMG is a leading third-party marketer of insurance and investment products to 
retail customers through banks in the U.S. These acquisitions will complement 
both Sun Life Financial of Canada's product array and distribution capabilities.

The joint lead managers for the common share offering are Morgan Stanley & Co. 
Incorporated and RBC Dominion Securities Inc.

Sun Life Financial of Canada is a leading international financial services 
organization providing a diverse range of wealth accumulation and protection 
products and services to individuals and corporate customers. Tracing its roots 
back to 1871, Sun Life Financial of Canada and its partners today have 
operations in key markets worldwide, including Canada, the United States, the 
United Kingdom, Hong Kong, the Philippines, Japan, Indonesia, India, and 
Bermuda. As of June 30, 2001, the Sun Life Financial group of companies has 
total assets under management of CDN $326 billion.

Sun Life Financial Services of Canada Inc. trades on the Toronto (TSE), New York
(NYSE) and Philippine (PSE) stock exchanges under ticker symbol 'SLC,' and on 
the London Stock exchange under ticker symbol 'SFC.'

A registration statement relating to the shares of common stock has been filed 
with the U.S. Securities and Exchange Commission but has not yet become 
effective. The shares of common stock may not be sold nor may offers to buy be 
accepted prior to the time the registration statement becomes effective. This 
press release shall not constitute an offer to sell or the solicitation of an 
offer to buy nor shall there be any sale of the shares of common stock in any 
state in which such offer, solicitation or sale would be unlawful prior to 
registration or qualification under the securities laws of any such state. A 
copy of the written prospectus meeting the requirements of Section 10 of the 
U.S. Securities Act of 1933 may be obtained from:

Ms. Sandra Renaud
Sun Life Financial Services of Canada Inc.
150 King Street West,
6th Floor
Toronto, Ontario
Canada
M5H 1J9
Tel: [phone]

 
Media Contacts:
John Vincic                                   Francine Cleroux 
[phone]                                 [phone]

Investor Contact:
Thomas Rice
[phone]