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Press release from Marketwire

Veresen Announces $247.5 Million Common Share Offering

Tuesday, March 25, 2014

Veresen Announces $247.5 Million Common Share Offering

07:48 EDT Tuesday, March 25, 2014

CALGARY, ALBERTA--(Marketwired - March 25, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Veresen Inc. ("Veresen") (TSX:VSN) announced today that it has entered into an agreement with a syndicate of underwriters, co-led by Scotiabank, TD Securities Inc. and CIBC, pursuant to which the underwriters have agreed to purchase for distribution to the public, on a bought deal basis, 15,000,000 common shares of Veresen ("Common Shares") at a price of $16.50 per share (the "Offering") for gross proceeds of $247.5 million.

Veresen has also granted the underwriters an over-allotment option to purchase up to an additional 2,250,000 Common Shares at a price of $16.50 per share, exercisable in whole or in part for a period of 30 days after the closing of the Offering. If the over-allotment option is exercised in full, the total aggregate gross proceeds from the Offering and the exercise of the over-allotment option will be approximately $284.6 million.

The net proceeds from the Offering and the exercise of the over-allotment option, if any, will be used to finance development costs relating to Veresen's proposed Jordan Cove liquefied natural gas export terminal project located in Oregon, to partially fund 2014 growth capital expenditures, to reduce Veresen's outstanding indebtedness and for general corporate purposes.

The Offering is expected to close on or about April 3, 2014, subject to customary closing conditions and regulatory approvals.

The Common Shares will be issued pursuant to a prospectus supplement that will be filed with the securities regulatory authority in each of the provinces of Canada under Veresen's short form base shelf prospectus dated September 20, 2013.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the Common Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Common Shares have not been approved or disapproved by any regulatory authority. The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, a "U.S. person" (as such term is defined in Regulation S under the U.S. Securities Act) unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.

About Veresen Inc.

Veresen is a publicly-traded dividend paying corporation based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America. Veresen 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; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago, the Hythe/Steeprock complex and other natural gas and natural gas liquid processing energy infrastructure; and a power business with renewable and gas-fired facilities and development projects in Canada and the United States, and district energy systems in Ontario and Prince Edward Island. Veresen is actively developing a number of greenfield projects and, in the normal course of its business, regularly evaluates and pursues acquisition and development opportunities.

Veresen's common shares, Series A Preferred Shares, Series C Preferred Shares and 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 are listed on the Toronto Stock Exchange under the symbols "VSN", "VSN.PR.A", "VSN.PR.C" and "VSN.DB.C", respectively. For further information, please visit www.vereseninc.com.

Forward Looking Information

Certain information contained herein relating to, but not limited to, Veresen and its businesses and the offering of the Common Shares, 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 "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, statements with respect to the timing of the completion and size of the Offering and the use of the proceeds of the Offering. Additional information on risks, uncertainties and factors that could affect 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-l ooking 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.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
Veresen Inc.
Theresa Jang
Interim Chief Financial Officer
(403) 213-3626
investor-relations@vereseninc.com
www.vereseninc.com

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