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News Releases

Pembina Pipeline Completes Cutbank Complex Acquisition

    CALGARY, June 2 /CNW/ - Pembina Pipeline Corporation ("Pembina"), a
wholly owned subsidiary of Pembina Pipeline Income Fund (the "Fund") (TSX:
PIF.UN, PIF.DB.B), is pleased to announce that Pembina Gas Services Limited
Partnership, a newly formed subsidiary of Pembina, has successfully closed its
previously announced acquisition of the Cutbank Complex midstream gas
gathering and processing facilities from Talisman Energy Canada ("Talisman")
for an aggregate purchase price of $300 million. No rights of first refusal
were exercised with respect to the assets comprising the Cutbank Complex.
    The Cutbank Complex, located in west central Alberta, is a fully
interconnected sweet gas gathering and processing complex capable of
processing 360 MMcf per day (305 MMcf per day net to Pembina). The Cutbank
Complex provides fee for service gathering and processing, with flow through
of operating costs to customers and no direct commodity price exposure.
    Bob Michaleski, Pembina's President and CEO, stated, "The closing of this
transaction marks Pembina's strategic entry into the natural gas gathering and
processing business. We have made considerable progress in organizing our
newly formed Gas Services Business Unit and in integrating the Cutbank
Complex. The operating staff associated with the newly acquired assets have
agreed to join the Pembina team and we expect to announce the leadership of
the new Gas Services Business Unit in due course. We are confident that the
development of this new business will bring significant future opportunities."
    The acquisition of the Cutbank Complex was financed by a combination of
debt and equity capital. On May 20, 2009 Pembina closed its previously
announced bought deal financing of 11,540,000 trust units at a purchase price
of $13.00 per trust unit. The underwriters exercised the 10% over-allotment
option, resulting in the issuance of an aggregate of 12,694,000 trust units,
for aggregate gross proceeds of $165,022,000. These funds, together with the
previously announced commitment from a Canadian chartered bank to provide a
$150 million 18-month non-revolving term credit facility, have been utilized
to complete the transaction. Pembina's Vice President Finance and CFO Peter
Robertson commented, "Pembina's ability to source capital for the acquisition
of the Cutbank Complex speaks not only to the confidence that the marketplace
has in Pembina's existing business but also in our growth prospects."
    The Fund is among the leading issuers in the Canadian energy
infrastructure trust sector. Pembina's extensive network of conventional
liquids feeder pipelines, growing presence in the oil sands, heavy oil,
midstream and gas services sectors, provide an integral service to the western
Canadian energy industry. This balanced portfolio of premium, long-life energy
infrastructure assets supports the stability and sustainability of the Fund.

    Forward-Looking Information and Statements

    This news release contains certain forward-looking information and
statements that are based on the Fund's and Pembina's current expectations,
estimates, projections and assumptions in light of its experience and its
perception of historical trends. In particular, this news release contains
forward-looking information and statements regarding the Cutbank Complex
acquisition, its integration and its impact on the Fund's financial
performance and statements regarding the business strategy, plans and
objectives of or involving the Fund or the business in which it has invested,
as well as future capital expenditures and projects and expected announcements
regarding the leadership of Pembina's Gas Services Business Unit. In this news
release, such forward-looking information and statements can be identified by
terminology such as "will", "opportunities, "potential", "confidence",
"expansion" and similar expressions.
    The forward-looking statements are not guarantees of future performance
and are subject to a number of known and unknown risks and uncertainties,
including, but not limited to: non-performance of agreements in accordance
with their terms; the impact of competitive entities and pricing; reliance on
key industry partners, alliances and agreements; the strength and operations
of the oil and natural gas production industry and related commodity prices;
the continuation or completion of third party projects; regulatory environment
and inability to obtain required regulatory approvals; tax laws and treatment;
fluctuations in operating results; the ability of Pembina to raise sufficient
capital to complete future projects and satisfy future commitments;
construction delays; labour and material shortages; and certain other risks
detailed from time to time in the Fund's public disclosure documents
including, among other things, those detailed under the heading "Risk Factors"
in the Fund's annual information form for the year ended December 31, 2008 and
the Fund's management's discussion and analysis for the year ended December
31, 2008, each of which can be found under the Fund's SEDAR profile at
www.sedar.com. The Fund believes the expectations and material factors and
assumptions reflected in these forward-looking statements are reasonable as of
the date hereof, but no assurance can be given that these expectations,
factors and assumptions will prove to be correct. Undue reliance should not be
placed on these forward-looking statements as both known and unknown risks and
uncertainties, including those business risks stated above, may cause actual
performance and financial results in future periods to differ materially from
any projections of future performance or results expressed or implied by such
forward-looking statements. Accordingly, readers are cautioned that events or
circumstances could cause results to differ materially from those predicted,
forecasted or projected. Such forward-looking statements are expressly
qualified by the above statements. The Fund does not undertake any obligation
to publicly update or revise any forward-looking statements or information
contained herein, except as required by applicable laws.

    %SEDAR: 00008906E

For further information: Glenys Hermanutz, Vice President, Corporate
Affairs, Pembina Pipeline Corporation, (403) 231-7500, 1-888-428-3222, e-mail:
investor-relations@pembina.com