Date Closed

October 7, 2010

Lead Office

Montréal

Value

100.00 Million CAD

On October 7, 2010, Gaz Métro Limited Partnership (“Gaz Métro”) completed an equity offering of approximately C$100 million by way of private placement of 5,885,816 new units from its treasury at a price of C$16.99 per unit to Gaz Métro inc. (“GMi”) and Valener Inc. (“Valener”), pro rata based on their respective share of units outstanding.

The capital injection by GMi and Valener followed the delivery of an issue notice by Gaz Métro on October 1, 2010 to GMi and Valener and the exercise on the same date by each of GMi and Valener of their pre-emptive rights under the amended and restated limited partnership agreement of Gaz Métro, thereby maintaining their pro rata economic interests in Gaz Métro of approximately 71% for GMi and 29% for Valener. Valener financed its subscription of new units by way of a drawdown under its revolving credit facility in the amount of approximately C$29 million. GMi financed its subscription of new units by way of issuance of common shares to Noverco Inc. for gross proceeds of approximately C$71 million.

The private placement was completed in order to bring the capital structure of Gaz Métro in line with its historical level following the acquisition of Green Mountain Power Corporation in April 2007, which was financed entirely with debt.

The gross proceeds of the private placement will be used by Gaz Métro for the repayment of existing debt.

Noverco, based in Montréal, Québec, is a holding company that distributes natural gas through its subsidiaries. The company also operates in the power production, gas storage, and marketing.

McCarthy Tétrault LLP acted as counsel to Noverco, a 71% unitholder of Gaz Métro through GMi, its wholly-owned subsidiary. The team was led by Patrick Boucher.