News Releases

CALGARY, ALBERTA--June 23, 2003 - NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S. Enbridge Income Fund today announced the pricing of its initial public offering, the filing of a final prospectus and the terms of its acquisition of a 50% interest in the Canadian segment of the Alliance Pipeline and a 100% interest in Enbridge Pipelines (Saskatchewan) Inc. from Enbridge Inc. Under the initial public offering, the Fund will issue 17.5 million ordinary trust units to the public at a price of $10.00 per ordinary trust unit for gross proceeds of $175 million. The offering is expected to close on or about June 30, 2003. The Toronto Stock Exchange has conditionally approved the listing of the ordinary trust units under the symbol "ENF.UN", subject to fulfillment of customary conditions, and it is expected that trading will commence on the day of closing.  Based on forecast distributable cash for the 12-month period ended June 30, 2004, the annual cash-on-cash yield for the ordinary trust units is expected to be 8.25%. The first monthly distribution is expected to be paid on August 15, 2003, to unitholders of record on July 31, 2003. The offering is being led by BMO Nesbitt Burns Inc. on behalf of a syndicate of underwriters that includes CIBC World Markets Inc., RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc. and HSBC Securities (Canada) Inc. The underwriters have been granted an over-allotment option, exercisable in whole or in part within 30 days of the closing of the offering, to purchase up to an additional 2.625 million ordinary trust units. The Fund filed its final prospectus with securities commissions in each of the provinces of Canada today. Copies of the final prospectus for this offering may be obtained from any of the members of the underwriting syndicate. The prospectus will also be made available on the SEDAR web site and on a new Enbridge Income Fund web site that will be launched, after closing, at www.enbridgeincomefund.com. The ordinary units have been assigned a preliminary stability rating of STA-2(middle) by Dominion Bond Rating Services Limited. At closing, Enbridge Inc. plans to subscribe for 14.5 million subordinated units of the Fund (representing a direct interest of 45.3%) and an additional 40.6 million preferred units of a subsidiary entity of the Fund for an aggregate subscription amount of $551.5 million. Enbridge's aggregate subscription represents an investment of 76% in the consolidated common and preferred capital of the Fund. If the underwriters' over-allotment is exercised in full, Enbridge will hold a 41.9% direct interest in the Fund and an investment of 72% in the consolidated common and preferred capital of the Fund. Over time, as proceeds from additional offerings of ordinary trust units are used to repurchase the preferred units, Enbridge expects to reduce its total interest in the Fund to approximately 15-20%.  The Fund will utilize the proceeds from its initial public offering together with Enbridge's investment in the Fund and approximately $190 million to be drawn under a credit facility to acquire a 50% interest in the Canadian segment of the Alliance Pipeline and a 100% interest in Enbridge Pipelines (Saskatchewan) Inc. from Enbridge Inc. for a total purchase price of approximately $905 million. Closing of this acquisition is expected to occur concurrently with the closing of the initial public offering. "We are pleased with the strong market interest in the Fund," said J. Richard Bird, Group Vice President, Transportation North for Enbridge Inc. and Fund President. "It confirms our belief that this will be a premier income fund". Enbridge will provide all management services required for the Fund to operate, to administer its assets, and to acquire additional assets, with the opportunity to earn an incentive fee equal to 25% of unitholder cash distributions above a base distribution level. In the future, Enbridge intends to give the Fund the first opportunity to purchase any Canadian pipeline transportation infrastructure assets with well-defined and long-term streams of cash flows that Enbridge decides to either sell or monetize. The Fund also intends to pursue third-party Canadian assets of the requisite quality and financial attributes.  Enbridge Inc. is a leader in energy transportation and distribution in North America and internationally. As a transporter of energy, Enbridge operates, in Canada and the U.S., the world's longest crude oil and liquids transportation system. The Company also has international operations and a growing involvement in the natural gas transmission and midstream businesses. As a distributor of energy, Enbridge owns and operates Canada's largest natural gas distribution company, and provides distribution services in Ontario, Quebec, New Brunswick and New York State. Enbridge employs approximately 4,000 people, primarily in Canada, the U.S. and South America. Enbridge's common shares trade on the Toronto Stock Exchange in Canada and on the New York Stock Exchange in the U.S. under the symbol ENB. Information about Enbridge is available on the Company's web site at www.enbridge.com. This news release does not constitute an offer to sell or a solicitation of an offer to buy the ordinary trust units in any jurisdiction. The ordinary trust units offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States of America. When used in this news release, the words "anticipate", "expect", "project", "believe", "estimate", "forecast" and similar expressions are intended to identify forward-looking statements, which include statements relating to pending and proposed projects. Such statements are subject to certain risks, uncertainties and assumptions pertaining to operating performance, regulatory parameters, weather and economic conditions and, in the case of pending and proposed projects, risks relating to design and construction, regulatory processes, obtaining financing and performance of other parties, including partners, contractors and suppliers.