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Enbridge and ENF close sale of South Prairie region assets

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World Pipelines,

Enbridge Inc. (Enbridge) together with Enbridge Income Fund Holdings Inc. (ENF) have announced that an affiliate of Enbridge Income Fund (the Fund) has closed its previously announced sale of the Fund's South Prairie region assets (the Assets) to Tundra Energy Marketing Limited (TEML) for US$1.075 billion in cash.

The Assets sold are liquids pipelines and related facilities in southeast Saskatchewan and southwest Manitoba, and include the Saskatchewan Gathering and Weyburn gathering systems as well as the Westspur trunk line. The Assets do not include the Bakken Expansion Pipeline, which enables delivery of crude oil production in North Dakota to the Enbridge mainline system at Cromer, Manitoba.

"The sale of the Assets at an attractive valuation provides an efficient source of financing for the Enbridge group, supporting its industry leading secured growth programme and displacing equity that we would otherwise need to raise through issuance of new capital," said Enbridge Executive Vice President and Chief Financial Officer, John Whelen.

"It also represents about one-half of the target we set in September, in conjunction with the announcement of our planned acquisition of Spectra Energy, to monetise approximately US$2 billion of non-core assets to strengthen the balance sheet and provide additional financing flexibility."

The proceeds from the sale will be re-invested into organic growth projects of the Fund, including the Wood Buffalo Extension, Athabasca Twin and Norlite projects.

"The proceeds from the sale are sufficient to meet all of the Fund's currently anticipated equity capital requirements through 2017 to fund its organic growth programme, which supports our expected 10% annual increases in ENF's dividend through 2019," said ENF President, Perry Schuldhaus.

Shipper commercial arrangements and contracts are expected to remain in place and it is expected that crude oil and NGL volumes delivered from the Assets will continue to flow onto the Enbridge mainline at Cromer.

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