Enbridge Files Prospectus Supplements to Enable an At-the-Market Equity Issuance Funding Option for its Acquisitions

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May 16, 2024, 07:00 ET

CALGARY, AB, May 16, 2024 /PRNewswire/ - Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge or the Company) announced today that it has made certain Canadian and U.S. securities filings to enable an at-the-market equity issuance program (the ATM Option). The ATM Option provides Enbridge with additional flexibility to partially fund its previously announced acquisitions of three U.S. natural gas utilities from Dominion Energy, Inc. (the Acquisitions) and the Company intends that proceeds would be used for that purpose. The Company continues to have a variety of alternative funding options available to it for the Acquisitions, including the issuance of senior unsecured notes and junior subordinated (hybrid) debt, and its ongoing capital recycling program.

Pursuant to the ATM Option, Enbridge may issue and sell, at its discretion, up to $2.75 billion (or the U.S. dollar equivalent) of common shares of the Company (Common Shares) from treasury to the public from time to time, at the market prices prevailing at the time of sale through the Toronto Stock Exchange, the New York Stock Exchange or any other marketplace in Canada or the United States where the Common Shares may be traded, and, as a result, prices at which the Common Shares are sold may vary among purchasers and during the period of any distribution.

Distributions of Common Shares, if any, pursuant to the ATM Option will be made through "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions and in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the U.S. Securities Act of 1933, as amended, or as otherwise permitted by applicable laws, in each case, pursuant to the terms of an equity distribution agreement (the Equity Distribution Agreement) dated May 15, 2024 entered into between the Company and a syndicate of sales agents led by BMO Nesbitt Burns Inc. in Canada and BMO Capital Markets Corp. in the United States (the lead sales agents), and including CIBC Capital Markets, National Bank Financial Markets, Scotiabank, TD Securities, Barclays, BofA Securities, Citigroup, Deutsche Bank Securities, Mizuho, Wells Fargo Securities, RBC Capital Markets, ATB Capital Markets, Desjardins Capital Markets and Morgan Stanley.

The ATM Option is being made in Canada only pursuant to a Canadian prospectus supplement dated May 15, 2024 (the Canadian Prospectus Supplement) to the Company's Canadian short form base shelf prospectus dated September 5, 2023 (the Canadian Prospectus) and in the United States only pursuant to a U.S. prospectus supplement dated May 15, 2024 (the U.S. Prospectus Supplement) to the Company's U.S. base prospectus (the U.S. Prospectus) included in its U.S. registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the SEC) on July 29, 2022. Before making an investment in the Common Shares, potential investors should read the Canadian Prospectus and the Canadian Prospectus Supplement or the U.S. Prospectus and the U.S. Prospectus Supplement, as applicable, for more information about Enbridge and the ATM Option. Copies of the Canadian Prospectus, the Canadian Prospectus Supplement, and the Equity Distribution Agreement are available on SEDAR+ (http://www.sedarplus.ca) and copies of the U.S. Prospectus, the U.S. Prospectus Supplement and the Equity Distribution Agreement are available on the SEC's website (http://www.sec.gov). Potential investors can request copies of the Canadian Prospectus and the Canadian Prospectus Supplement or the U.S. Prospectus and the U.S. Prospectus Supplement, as applicable, from the lead sales agents by contacting:

I. in Canada: BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, by telephone at 905-791-3151 Ext. 4312, or by email at [email protected].

II. in the United States: BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, by telephone at (800) 414-3627 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of any offer to buy securities, nor will there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This news release contains both historical and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws (collectively, forward-looking statements). Forward-looking statements have been included to provide potential investors with information about Enbridge. This information may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as "anticipate", "believe", "estimate", "expect", "forecast", "intend", "likely", "plan", "project", "target" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements included in this news release include, but are not limited to, statements with respect to the following: the potential distribution of Common Shares pursuant to the ATM Option, the aggregate value of Common Shares which may be issued pursuant to the ATM Option, the anticipated benefits and impacts of the ATM Option, the expected use of net proceeds, if any, from the ATM Option and the closing of the remaining Acquisitions.

Although Enbridge believes these forward-looking statements are reasonable based on the information available on the date such statements are made and on processes used to prepare the information, such statements are not guarantees of future events and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual events to differ materially from those expressed or implied by such statements.

Enbridge's forward-looking statements are subject to risks and uncertainties, including, but not limited to the size and terms of the potential distribution of Common Shares pursuant to the ATM Option, and those risks and uncertainties discussed in this news release and in the Company's other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements.

About Enbridge Inc.

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil or renewable power networks and our growing European offshore wind portfolio. We're investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on two decades of experience in renewable energy to advance new technologies including wind and solar power, hydrogen, renewable natural gas and carbon capture and storage. We're committed to reducing the carbon footprint of the energy we deliver, and to achieving net zero greenhouse gas emissions by 2050. Headquartered in Calgary, Alberta, Enbridge's common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges.

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SOURCE Enbridge Inc.