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Press release from CNW Group

Valener announces that Gaz Métro has closed its private placement of senior secured notes

Tuesday, May 15, 2012

Valener announces that Gaz Métro has closed its private placement of senior secured notes18:39 EDT Tuesday, May 15, 2012MONTREAL, May 15, 2012 /CNW Telbec/ - Valener Inc. ("Valener") (TSX: VNR) announced today that Gaz Métro inc. ("GMi") has completed its previously announced private placement of U.S.$260 million aggregate principal amount of 3.86% senior secured notes due 2022 and 5.06% senior secured notes due 2042 (together, the "Notes") to certain institutional investors in the United States and Canada. The Notes are secured by a guarantee as to payment of principal and interest by Gaz Métro Limited Partnership ("Gaz Métro"), together with collateral security backed by the assets of GMi and Gaz Métro.Proceeds from the private placement will be loaned by GMi to Gaz Métro on substantially similar terms as to interest rate and maturity, and will be used by Gaz Métro to partially fund its acquisition of Central Vermont Public Service Corporation (NYSE-CV, "CVPS"). In the event that the CVPS acquisition does not occur, proceeds will be used for general corporate purposes. The acquisition of CVPS was approved by a very strong majority of CVPS's common shareholders at a meeting held on September 29, 2011. The acquisition is also subject to the approval of U.S. federal and state regulators, and is expected to be completed by spring or summer of 2012.The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.Overview of Valener, Gaz Métro and GMiValener owns an economic interest of approximately 29% in Gaz Métro. Valener therefore has a stake in the energy industry and benefits from Gaz Métro's diversified profile, both in terms of geography and business segment. Valener also owns an indirect interest of 24.5% in the wind power projects developed with Gaz Métro and Boralex inc. on the private lands of Séminaire de Québec. Valener may also pursue its own development projects and acquisition strategies subject to a non-competition agreement in favour of Gaz Métro and to applicable limitations under its credit facility. Valener's common shares are listed on the Toronto Stock Exchange under the "VNR" trading symbol. www.valener.com.With over $3.8 billion in assets as at March 31, 2012, Gaz Métro is Quebec's leading natural gas distributor. Its more than 10,000-kilometre network serves 300 municipalities. Gaz Métro has operated in this regulated industry since 1957 and is the trusted energy provider of its customers in Quebec and Vermont, who choose natural gas for its competitive price, efficiency, comfort and environmental benefits. Gaz Métro is also present in the electricity distribution market, natural gas transportation and storage, and in the development of innovative energy projects such as wind power, natural gas as fuel for the transportation industry and biomethanation. Gaz Métro is committed to the satisfaction of its customers, its Partners (GMi and Valener), its employees and the communities it serves. www.gazmetro.com.GMi mainly holds an economic interest of approximately 71% in Gaz Métro, for which it acts as the General Partner and a financing vehicle.For further information: Media Catherine Houde Media and public relations 514-598-3449 Investors and analysts Caroline Warren Investor Relations 514-598-3324