Ms. Dorreen Miller reports

VERESEN ANNOUNCES EARLY REDEMPTION OF 5.75% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES, SERIES C

Veresen Inc. has issued a notice of redemption to the holders of its currently outstanding 5.75-per-cent convertible unsecured subordinated debentures, Series C, due July 31, 2017. As set out in the notice of redemption, Veresen intends to redeem all of the Series C debentures issued and outstanding as of Oct. 20, 2014. The Series C debentures are redeemable at a price equal to the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, less any tax required by law to be deducted. As of the close of business on Sept. 15, 2014, there was $84,325,000 million principal amount of Series C debentures issued and outstanding. The accrued and unpaid interest on the Series C debentures issued and outstanding as of the redemption date will be $12.60 per $1,000 principal amount of Series C debentures.

"We are pleased that the strong performance of our equity has put us in a position to redeem the Series C debentures well in advance of their mid-2017 due date," stated Theresa Jang, senior vice-president, finance, and chief financial officer of Veresen. "The early redemption further strengthens our investment-grade balance sheet by reducing our indebtedness and eliminating our obligation to make future interest payments, which will enhance our future financial flexibility."

Pursuant to the terms of the Series C debentures, the company has irrevocably elected to satisfy its obligation to pay the holders of all of the Series C debentures issued and outstanding as of the redemption date all of the redemption price by issuing and delivering to such holders that number of common shares of the company obtained by dividing the redemption price by 95 per cent of the current market price of the common shares on the redemption date. For this purpose, the current market price will be calculated based on the volume-weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 consecutive trading days ending on the fifth trading day preceding the redemption date or Oct. 10, 2014. The company anticipates announcing the current market price to be used to calculate the number of common shares that each holder of Series C debentures will receive on the redemption of the Series C debenture on or about Oct. 14, 2014.

Prior to the redemption of the Series C debentures on the redemption date, each holder of the Series C debentures has the right to convert a Series C debenture into common shares at a conversion price of $14.60 per share at any time on or prior to Oct. 17, 2014. A holder of Series C debentures electing to convert the principal amount of Series C debentures will receive 68.49315 common shares for each $1,000 principal amount of Series C debentures converted plus a cash payment equal to the accrued and unpaid interest thereon to, but excluding, the conversion date, less any tax required by law to be deducted.

No fractional common shares will be issued on the redemption or conversion of the Series C debentures, but, in lieu thereof, the company will pay the cash equivalent thereof determined on the basis of the current market price of common shares on the redemption date or the conversion date, as applicable, less any tax required by law to be deducted.

As the Series C debentures were issued in book-entry-only form and are held by CDS Clearing and Depositary Services Inc., beneficial holders of Series C debentures must contact their broker, dealer, bank, trust company or other nominee to exercise their right to convert the Series C debentures. Beneficial holders of Series C debentures should ensure that they contact their broker, dealer, bank, trust company or other nominee well in advance of the redemption date to confirm the procedures and deadlines relating to the exercise of their right of conversion. All holders of Series C debentures who fail to deliver a notice of conversion on or prior to Oct. 14, 2014 (or such earlier time as may be required by their broker, dealer, bank, trust company or other nominee), shall have their Series C debentures redeemed on the redemption date and shall receive that number of common shares obtained by dividing the redemption price by 95 per cent of the current market price of the common shares on the redemption date.

We seek Safe Harbor.