Acquisition of 50% Interest in the Ruby Pipeline

September 22, 2014

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the

securities authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf

prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. This document

does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus,

any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities

offered, before making an investment decision.

Forward-Looking Information

Certain information contained herein relating to, but not limited to, Veresen and its businesses, and the Ruby acquisition,

constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact,

which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-

looking information. Forward-looking information typically contains statements with words such as “will”, "may", "estimate",

"anticipate", "believe", "expect", “potential”, "plan", "intend", "target", "project", "forecast" or similar words suggesting future

outcomes or outlook. Forward-looking statements in this presentation include, but are not limited to, statements with respect to

annual distributions in respect of the Preferred Interest, expected returns and contributions to cash flow from the Ruby acquisition,

future markets from the Ruby pipeline, future growth prospects of Ruby, and the ability of Veresen to recognize synergies between

Ruby and the Jordan Cove LNG project, the timing of closing of the Ruby acquisition, and Veresen’s forecast of 2014 distributable

cash, annual dividend payment and dividend payout ratio. The forward-looking information included herein involves significant

risks, uncertainties and other factors. Such risks, uncertainties and other factors include, but are not limited to, risks relating to

closing of the Ruby acquisition, the potential for undisclosed liabilities associated with the Ruby acquisition and realizing the

expected benefits from the Ruby acquisition. Additional information on risks, uncertainties and factors that could affect the

foregoing forward-looking information and/or Veresen's operations or financial results is included in its filings with the securities

commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time. Readers are also

cautioned that such additional information is not exhaustive. The impact of any one risk, uncertainty or factor on a particular

forward-looking statement is not determinable with certainty as these factors are independent and management’s future course of

action would depend on its assessment of all information at that time. Although Veresen believes that the expectations conveyed

by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can

be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the information

contained herein, as actual results achieved will vary from the information provided herein and the variations may be

material. Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the

forward-looking information. Furthermore, the forward-looking statements contained herein are made as of the date hereof, and

Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of

new information, future events or otherwise, except as required by applicable laws. Any forward-looking information contained

herein is expressly qualified by this cautionary statement.

All dollar amounts contained in this news release are in Canadian dollars unless otherwise specified.

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Transaction Overview

Acquisition of 50% convertible preferred interest (the “Preferred Interest”)

in the Ruby pipeline system (“Ruby”) for US$1.425 billion from

Global Infrastructure Partners

Unique opportunity to acquire a large interest in a long-haul natural gas

pipeline with strong market fundamentals

Attractive strategic and financial attributes

Stable, long-term contracted cash flows with significant expected growth

Preferred Interest structure provides strong downside protection while

retaining full upside potential

Transaction expected to close in Q4 2014

The Ruby acquisition is consistent with our strategy of leveraging our existing

platform and providing gas connectivity from competitive supply regions to high

value markets, and provides a strategic link to our Jordan Cove LNG Project.

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In-service Date July 28, 2011

Pipeline Length 680 miles

Pipeline Diameter 42”

Current Capacity ~1.5 bcf/d (1) (2)

Build Cost US$3.7 billion (3)

Compression 4 mainline stations; 155,000 horsepower

Ship-or-Pay Contracts 1.1 bcf/d firm contracts

(71% of current capacity)

Remaining Contract Terms Weighted average of ~9 years

Operator Kinder Morgan Inc.

50% Partner El Paso Pipeline Partners (4)

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Ruby Pipeline – The Details

Newly-built, large-scale, natural gas transmission system extending

westward from the Opal hub in Wyoming to the Malin hub in Oregon

(1) Average annual capacity

(2) Incremental capacity of 0.5 bcf/d is achievable through the addition of compression

(3) Includes allowance for funds used during construction (“AFUDC”)

(4) Affiliate of Kinder Morgan Inc.

Key Investment Highlights

Synergistic to Jordan Cove LNG

Long-term Contracted Asset Supporting Stable Cash Flow

Attractive Convertible Preferred Structure

Strong and Growing Financial Performance and Impact

Significant Opportunity for Additional Long-term

Contracting and Expansion

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Long-Term Contracted Asset Supporting Stable

Cash Flow

High-quality, long-term ship-or-pay

contracts for ~1.1 bcf/d, representing

71% of total current capacity, provide

stable base cash flows

Strong mix of investment grade

shippers

90% of contracted volumes are with

highly-rated investment grade

shippers

Pacific Gas and Electric Company is

anchor shipper, representing 34% of

contracted capacity

Weighted average remaining contract

term of ~nine years

Enhances Veresen’s portfolio of

contracted pipeline assets providing

diversification into a high value market

in the U.S.

Credit Rating Profile of Current Shippers

by Contracted Volume

NR2%

<BBB8%

BBB29%

A61%

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Major Shippers

J. Aron &

Company

-

50

100

150

200

250

300

350

400

450

500

Pipelines Midstream Power Ruby

Strong and Growing Financial Performance and Impact

Veresen will receive US$91 million of preferred distributions annually based on the

Preferred Interest structure

Immediately accretive to distributable cash per share

Limited maintenance capital and a low cost structure enhance free cash flow

Estimated after-tax return on equity in the low teens based on current toll structure and

expected volumes

Significant future cash flow growth potential upon conversion to common equity following

additional contracting and/or de-leveraging

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Distributable Cash Inflows ($ millions)

(1) Non-GAAP measure; see MD&A

(2) Before Veresen corporate costs (G&A, finance costs, cash taxes)

(3) Based on midpoint of guidance published August 6, 2014

(4) Assumes 50% ownership of Ruby for the entire 2014 fiscal year

(3)

Pipelines

Midstream

Power

Ruby (4)

2010 2011 2012 2013 2014

(1) (2)

Synergistic to Jordan Cove LNG

Ruby provides direct access to the U.S. West Coast through the proposed Pacific

Connector Gas Pipeline which would supply the proposed Jordan Cove LNG terminal

Provides significant future upside associated with Jordan Cove LNG

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Attractive Convertible Preferred Structure

Preferred Interest structure provides strong

downside protection while preserving

upside

Preferred distributions are payable prior to

any distributions on common equity

Contractual debt amortization will

substantially de-lever Ruby over the initial

shipper contract term while Veresen earns

its preferred distribution

Preferred Interest can convert to a 50%

common equity interest in Ruby at

Veresen’s option

Contracting of an incremental ~250 mmcf/d

of long-term firm capacity at rates generally

consistent with current contracts activates

an automatic conversion of the Preferred

Interest to common equity

50/50 joint control governance provides

alignment of interests with experienced

operating partner

Illustrative Ruby Cash Flows

9

Partner

Common

Distribution

Debt

Service

Veresen

Preferred

Distribution

($91 MM)

EBITDA

Toll Revenue

Toll Revenue

EBITDA

Partner

Common

Distribution

(50%)

Veresen

Common

Distribution

(Converted)

Debt

Service

O&M and

G&A

Future* Today

O&M and

G&A

*Illustration of potential future cash flow assuming Veresen converts into 50%

common equity and Ruby is fully contracted; no expansion assumed

Significant Opportunity for Additional Long-term

Contracting and Expansion

Opportunity to participate in significant cash

flow growth from contracting the remaining

29% of capacity

Current average capacity of ~1.5 bcf/d is

expandable to 2 bcf/d through the addition of

compression

Attractive market dynamics in higher growth

areas including California, Oregon,

Washington and northern Nevada

Ruby provides western U.S. natural gas

consumers with critical supply diversity

Shifting market dynamics including the

potential development of U.S. West Coast LNG

support Ruby’s continued and growing

long‐term utilization

71%

100%

~130%

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Contracted,

1.1 bcf/d

Available for

Contracting,

~450 mmcf/d

Expansion

through

Compression

~500 mmcf/d

Capacity Utilization

Ruby Acquisition – An Attractive Value Proposition

Rare opportunity to acquire a large interest in a core U.S.

pipeline asset

Consistent with Veresen’s strategy of leveraging our existing

platform of businesses

Preferred Interest provides stable current base cash flow while

retaining the opportunity to participate in full future upside

A strategic link to the Pacific Gas Connector Pipeline and

Jordan Cove LNG, providing significant future upside potential

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Investor Relations

Phone: 403 213 3633

Email: investor-relations@vereseninc.com