1. VERESEN INC (TSE: VSN) Mike Chhabra October 1 st, 2015

2. BUSINESS OVERVIEW Veresen Inc.1-Year Price/Volume Veresen’s Business Model TickerTSE: VSN Market Cap. ($)2.88B Enterprise Value ($)3.48B Stock Price ($)9.98 52-Week Range ($)9.80 – 19.40 P/E27.4x EV/EBITDA54.08x Veresen Inc. Owns and operates energy infrastructure assets across North America. The company’s principal business segments are pipeline transportation, natural gas liquids, and power generation.  Growth by acquisition – 14 major deals between 2009 – 2015.  Diversifying portfolio with recent entry into LNG processing and future global expansion.  Focus on infrastructure and avoidance of exploration risk. Tariffs are the main source of revenue.  Retaining investors by offering high dividend yield along with a dividend reinvestment plan (DRIP).

3. SUMMARY OF OPERATIONS All current operations in North America. Seeking global opportunity in LNG— Jordan Cove and Pacific Connector. Significant focus on green energy.

4. BUSINESS MODEL Taking advantage of low interest rates to grow the business. Acquisitions by cash offering. Majority of small acquisitions. Cash from operations and debt financing. Acquisitions by combination of equity and debt offering. Major expansion projects. Issue of bonds and shares; high dividend yields to retain and attract investors—DRIP. Issuing bonds at low interest rates to retire debt with high interest rates. Early redemption of high interest debt. Buyback of shares. AcquireIntegrateOperate Acquire related infrastructure. Integration of assets. Operations focus on lean management.

5. INTERNAL ANALYSIS Strong Senior Management History of Successful Acquisitions Veresen Inc. has a management team with considerable amount of experience in the energy industry, as well as a proven track record of success with acquisitions.  President, CEO, and Board Member Don Althoff has over 30 years of experience In leadership roles in the energy sector.  All other executive/ board members come from diverse background including energy, financial institutions, and construction. Combined experience over 100 years. Notable Senior Executives. Donald L Althoff President/CEO Elizabeth G Spomer Exec Vice President Kevan S King VP/Secy/Gen Counsel Theresa Jang VP:Finance/CFO Thomas DayVP:Operations Dorreen Miller Director:Investor Relations 2015Dawson area gas storage and compression assets 2014Ruby Pipeline 2012York Energy Centre – Wind Energy 2011Hydroelectric projects - BC 2010Acquired Pristine Power 2008London Cogeneration facility

6. EXTERNAL ANALYSIS Growth in LNG Exports & Future of LNG Veresen Inc. has a management team with considerable amount of experience in the energy industry, as well as a proven track record of success with acquisitions.  Environmental resistance for new pipelines.  Existing pipeline companies expected to remain over the next decade.  Asia gas demand rapidly increasing—positive outlook for Jordan Cove.

7. INVESTMENT THESIS High dividend with possibility of capital gain. 50% ownership of Ruby pipeline in 2014. Strategic fit with upcoming Jordan Cove LNG Terminal. Jordan Cove & Pacific Connector Pipeline Access to other geographical markets. Diversification of portfolio. Transition from inorganic growth. FERC environmental impact statement released on September 30 th, 2015 – Positive Outlook. Existing Assets Attractive midstream assets with long-term contracts. Power generation. Stable cash flow. Focus on infrastructure to avoid volatility.

8. VALUATION Discounted Cash Flow Analysis $ CAD MM 2015E2016E2017E2018E2019E EBIAT $49.0 $49.7 $50.2 $50.7 $51.2 Depreciation 48.8 49.6 50.0 50.5 51.1 Capex (Maintenance) (15.3) (15.5) (15.6) (15.8) (16.0) Unlevered FCF $82.6 $83.8 $84.6 $85.5 $86.3 Discount Factor 0.96 0.88 0.81 0.75 0.69 Discounted FCF $79.2 $73.9 $68.7 $63.8 $59.3 WACC8.7% 2019E EBITDA $121.3 Exit Multiple 16.0x Terminal Value $1,940.0 PV Terminal Value $1,278.4 Total Equity Value $3,444.0 Fair Value per Share 14.03 Current Share Price 9.98 Implied Upside 41% An exit multiple of 16.0x was assumed; this is in line with analyst predictions for Veresen.

9. VALUATION COMPARABLES ANALYSIS

10. RISKS & CATALYSTS RISKSCATALYSTS  Lack of experience in organic growth.  Learning curve may be longer than expected.  Geopolitical risk.  Govt. pressure on stringent pipeline regulations  Demand for clean energy.  Jordan Cove LNG has a lot of upside potential.  Absence of subsurface risk.  Less immune to greenhouse gas effect.  Existing infrastructure with secured contracted; provide stability in short-medium term  Small leadership team, but very experienced.  Primary focus on infrastructure.