Recapitalizing

TransCanada Recapitalizing Gathering

TransCanada PipeLines created limited partnership TransCanadaGas Processing LP and is offering units to the public. TransCanadaholds various ownership interests in five gathering and processingfacilities and all related agreements in Alberta and Saskatchewan.With offering proceeds, the partnership will acquire an indirect75% interest in the facilities, while TransCanada will retain theremaining 25%. After 20 years, TransCanada will reacquire thefacilities at their fair market value for cash or shares ofTransCanada. “TransCanada will recapitalize these Canadian gasprocessing investments in a very efficient manner and investorswill receive attractive returns and tax treatment,” saidTransCanada CEO George Watson.

June 2, 1998