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Press release from CNW Group


Thursday, November 25, 2010

FORT CHICAGO ENERGY PARTNERS L.P. RECEIVES COURT APPROVAL FOR CONVERSION TO A CORPORATION18:53 EST Thursday, November 25, 2010/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICESOR FOR DISSEMINATION IN THE UNITED STATES./Trading Symbol:  FCE.UNExchange:  TSXCALGARY, Nov. 25 /CNW/ - Fort Chicago Energy Partners L.P. ("Fort Chicago") is pleased to announce that it has received court approval for the conversion of Fort Chicago from a limited partnership to a taxable Canadian corporation, namely Veresen Inc., pursuant to an arrangement (the "Arrangement") under the Business Corporations Act (Alberta).  The final order approving the Arrangement was granted today in the Court of Queen's Bench of Alberta.  Unitholders of Fort Chicago overwhelmingly approved the Arrangement at a special meeting held on November 23, 2010.  Based on the receipt of these approvals, it is expected that the Arrangement will be completed on January 1, 2011.Fort ChicagoFort Chicago is a publicly traded limited partnership based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America.  Its Class A Units are listed on the Toronto Stock Exchange under the symbol FCE.UN and its convertible unsecured subordinated debentures, Series B and convertible unsecured subordinated debentures, Series C are listed on the TSX under the symbols FCE.DB.B and FCE.DB.C, respectively.  Fort Chicago is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; an NGL extraction business which includes an interest in a world-class extraction facility near Chicago; and a power business with power facilities in Ontario, New York, Colorado and California, district energy systems in Ontario and Prince Edward Island, waste heat power facilities along the Alliance Pipeline in Saskatchewan and renewable power projects in British Columbia.  Fort Chicago and each of its pipeline, NGL extraction and power businesses are also actively developing a number of greenfield investment opportunities that will be a key source of future growth.  In the normal course of its business, Fort Chicago and each of its businesses regularly evaluate and pursue acquisition and development opportunities.Class A Unit Ownership RestrictionsFort Chicago is organized in accordance with the terms and conditions of a limited partnership agreement which provides that no Class A Units may be held by or transferred to, among other things, a person who is a "non-resident" of Canada, a person in which an interest would be a "tax shelter investment" or a partnership which is not a "Canadian partnership" for purposes of the Income Tax Act (Canada).  This restriction will not apply to the securities of Fort Chicago following the conversion of Fort Chicago into a corporation.Certain information contained herein relating to, but not limited to, Fort Chicago and its businesses constitutes forward-looking information under applicable securities laws. All statements, other than statements of historical fact, which address activities, events or developments that Fort Chicago expects or anticipates may or will occur in the future, are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. Forward-looking statements in this news release include, but are not limited to, the timing and completion of the Arrangement.   The risks and uncertainties that may affect the forward-looking statements in this news release include, but are not limited to, the following factors: Fort Chicago's ability to successfully obtain the regulatory, stock exchange and any other third party approvals necessary to complete the Arrangement; the failure to complete the Arrangement and the resulting continued application to Fort Chicago subsequent to January 1, 2011 of the Canadian federal income tax legislation relating to publicly traded specified investment flow-through trusts and partnerships; and changes in Canadian federal tax laws.  Additional information on these and other risks, uncertainties and factors that could affect Fort Chicago's operations or financial results are 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 the forgoing list of factors and risks 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 Fort Chicago 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 result achieved will vary from the information provided herein and the variations may be material. Fort Chicago 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 Fort Chicago 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. Any forward-looking information contained herein is expressly qualified by this cautionary statement.For further information: Stephen H. White President and C.E.O.     Richard Weech Vice President, Finance and C.F.O.Fort Chicago Energy Partners L.P. Livingston Place Suite 440, 222 - 3rd Avenue S.W. Calgary, AB T2P 0B4 Phone: (403) 296-0140; Fax: (403) 213-3648