Pembina Pipeline Income Fund
TSX : PIF.UN
TSX : PIF.DB.B

Pembina Pipeline Income Fund

April 29, 2009 16:31 ET

Pembina Pipeline Income Fund Announces Bought Deal Financing

CALGARY, ALBERTA--(Marketwire - April 29, 2009) -

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

Pembina Pipeline Income Fund ("Pembina" or the "Fund") (TSX:PIF.UN)(TSX:PIF.DB.B), is pleased to announce that it has entered into an agreement with a syndicate of underwriters under which the underwriters have agreed to purchase from the Fund and sell to the public 11,540,000 Trust Units at a purchase price of $13.00 per Trust Unit, for gross proceeds of approximately $150 million. The Fund has also granted an option to the underwriters to purchase up to an additional 1,154,000 Trust Units (equal to 10% of the number of Trust Units sold pursuant to the offering) at a price of $13.00 per Trust Unit, exercisable for a period of 30 days from the closing of the offering for additional gross proceeds of up to $15,002,000. Closing of the offering is expected to occur on May 20, 2009 and is subject to customary conditions and regulatory approvals, including the approval of the TSX. Purchasers under this offering will be entitled to participate in the Fund's monthly cash distribution in June 2009, expected to have a record date of May 31, 2009 and a payment date of June 15, 2009. The Trust Units will be offered pursuant to a short form prospectus filed by the Fund in each of the provinces of Canada.

The Fund intends to use the net proceeds from the offering of Trust Units together with borrowings under Pembina Pipeline Corporation's new term credit facility to complete the previously announced acquisition of the Cutbank Complex. If the acquisition of the Cutbank Complex does not proceed, the new term credit facility will not be drawn and the net proceeds of the issue of Trust Units will instead be used initially to repay existing bank debt. Pembina anticipates that such existing credit facilities would be drawn upon during fiscal 2009 to fund the ongoing planning, construction, operations and cost of pipelines, including in relation to the Nipisi and Mitsue pipelines, facilities and other energy infrastructure.

The Fund is among the leading issuers in the Canadian energy infrastructure trust sector. Pembina's extensive network of conventional liquids feeder pipelines, growing presence in the oil sands, heavy oil and midstream sectors, provide an integral service to the western Canadian energy industry. This balanced portfolio of premium, long-life energy infrastructure assets supports the stability and sustainability of the Fund.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered securities dealers in jurisdictions where the offering has been qualified for distribution. The Trust Units offered will not be or have not been registered under the United States Securities Act of 1933 as amended, (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Forward-Looking Information and Statements

This document contains certain forward-looking information and statements that are based on the Fund's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In particular, this document contains forward-looking information and statements regarding: (i) the offering of Trust Units of the Fund, (ii) the projected closing date of the offering of Trust Units; (iii) the use of proceeds of the offering of Trust Units in the event the acquisition of the Cutbank Complex is not competed; (iv) the expected record and payment dates with respect to the Fund's monthly cash distribution; and (v) future capital expenditures and projects. In some cases, forward-looking information and statements can be identified by terminology such as "may", "will", "should", "expects", "projects", "plans", "anticipates", "contemplates", "targets", "believes", "strives", "estimates", "continue", "designed", "objective", "maintain", "schedule", "endeavor", "subject", "development, "confidence" and similar expressions.

The forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: non-performance of agreements in accordance with their terms; the impact of competitive entities and pricing; reliance on key industry partners, alliances and agreements; the strength and operations of the oil and natural gas production industry and related commodity prices; the continuation or completion of third party projects; regulatory environment and inability to obtain required regulatory approvals; tax laws and treatment; fluctuations in operating results; the ability of Pembina to raise sufficient capital to complete future projects and satisfy future commitments; construction delays; labour and material shortages; the ability of Pembina to satisfy certain conditions to funding under the committed credit facilities in connection with the Cutbank Complex acquisition; and certain other risks detailed from time to time in the Fund's public disclosure documents. The Fund believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, but no assurance can be given that these expectations, factors and assumptions will prove to be correct. Undue reliance should not be placed on these forward-looking statements as both known and unknown risks and uncertainties, including those business risks stated above, may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. Such forward-looking statements are expressly qualified by the above statements. The Fund does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws.

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