Valener Announces its Financial Results for the Third Quarter of Fiscal 2012

Canada Newswire

A Quarter that Saw the Completion of the Central Vermont Public Service Corporation Acquisition: Another Step Forward in the Electricity Distribution Sector

MONTREAL, Aug. 10, 2012 /CNW Telbec/ - Valener Inc. (Valener) (TSX: VNR), which has held the public ownership interest in Gaz Mtro Limited Partnership (Gaz Mtro) since September 30, 2010, is today announcing its financial results for the third quarter ended June 30, 2012.

Valener's results

Valener posted a net loss of $0.5million ($0.02 per common share) for the third quarter of fiscal 2012 versus net income of $0.3million (nil per common share) for the third quarter of last year. For the first nine months of fiscal 2012, net income totalled $31.3million ($0.83 per common share) compared to $33.8million ($0.91 per common share) in the same period last year.

These year-over-year decreases of $0.8million for the third quarter and of $2.5million for the first nine months of fiscal 2012 were mainly due to the one-time costs incurred for the acquisition of Central Vermont Public Service Corporation (CVPS) by Gaz Mtro as well as to the rate reduction authorized by the Rgie de l'nergie for fiscal 2012 that translated into lower net income for GazMtro. Other factors include temperature-related impacts and changing demand by industrial customers in GazMtro's gas distribution activity, which drove up the average cost of transporting natural gas to Quebec.

"Despite these impacts, Gaz Mtro's growth strategy deployments in the electricity sector, including completion of the CVPS acquisition and development of the wind power projects in Quebec and Vermont, are precursory of a promising future for Valener," said Pierre Monahan, Chairman of the Board of Valener.

Excluding the non-recurring items of Gaz Mtro, Valener would have posted a net income of $1.8million ($0.04 per common share) for the third quarter of fiscal2012, up $1.4million from the third quarter of last year, and net income of $33.6million ($0.89 per common share) for the first nine months of fiscal 2012, comparable to the same period last year.

Valener's consolidated net income (loss), excluding the share in the non-recurring items of GazMtro, net of income taxes

3 months ended June 309 months ended June 30(in millions of dollars, unless otherwise indicated)2012201120122011Consolidated net income (loss)(0.5)0.331.333.8Share in the non-recurring items of Gaz Mtro2.30.12.3(0.2)Income taxes on the share in the non-recurring items of Gaz Mtro----Consolidated net income, excluding the share in the non-recurring items of Gaz Mtro, net of income taxes1.80.433.633.6Less: Cumulative dividends on preferred shares0.3-0.3-Consolidated net income attributable to common shareholders, excluding the share in the non-recurring items of Gaz Mtro, net of income taxes (1) 1.50.433.333.6Weighted average number of common shares outstanding (in millions of common shares)37.537.337.437.0Consolidated net income attributable to common shareholders, excluding the share in the non-recurring items of GazMtro, net of income taxes, per common share (in$) (1)0.040.010.890.91

1)These measures are financial measures that are not defined in Canadian generally accepted accounting principles (GAAP).

Gaz Mtro's prudent and targeted diversification in the electricity sector

"The third quarter of fiscal 2012 saw the completion of the acquisition of CVPS, Vermont's largest electric power distributor. This transaction stands as a major milestone in GazMtro's prudent and targeted diversification strategy in the electricity sector. GazMtro successfully ventured into the sector in 2007 with the acquisition of Green Mountain Power Corporation, Vermont's second largest electric power distributor, and is also involved in developing 341MW and 63MW wind power projects in Quebec and Vermont," said Sophie Brochu, President and Chief Executive Officer of Gaz Mtro.

"The combination of the two electric utilities in Vermont, will generate significant synergies for both our Vermont customers and our Partners, Valener and GazMtroinc.," added Ms. Brochu.

Acquisition of Central Vermont Public Service Corporation (CVPS)

On June 27, 2012, having received the required regulatory approvals, Gaz Mtro, through its wholly owned subsidiary Northern New England Energy Corporation (NNEEC), acquired all the issued and outstanding shares of CVPS. CVPS serves approximately 160,000 customers in 163 Vermont towns and municipalities.

CVPS was acquired for a net cash consideration of $513.5million (US$500.7million), $20.0million of which was paid in fiscal 2011. Transaction-related costs expensed in the income statement were $7.9million (net of income taxes) for the nine-month period ended June 30, 2012 and $1.8million in fiscal 2011. The preliminary purchase price allocation resulted in the recognition of $233.1million of goodwill.

Gaz Mtro financed the acquisition with 50/50 debt/equity. On November 11, 2011, Gaz Mtro inc. (GMi) entered into a note purchase agreement with investors, by way of private placement, for a total capital amount of US$260.0million. On May 15, 2012, the notes (secured by Gaz Mtro) were issued in two series of US$130.0million each. The notes bear interest at 3.86% and 5.06% per annum and mature 10 years and 30 years after the issuance date, respectively. The proceeds of the issuance were loaned to Gaz Mtro on conditions similar to those of the secured notes. For the equity portion, on June 28, 2012, Gaz Mtro issued, by way of a private placement, new units to its Partners, GMi and Valener, for total proceeds of $260.0million.

This acquisition paves the way for a business combination, by way of merger, planned for the coming months, between CVPS and Green Mountain Power Corporation (GMP), a wholly-owned subsidiary of NNEEC, to create a stronger public utility for Vermont residents. The new utility will cover an extensive area of Vermont and serve more than 255,000 customers. The combined resources will continue to provide the competitively priced power needed for vibrant communities and a growing economy and will strengthen Gaz Mtro's commitment to providing low-carbon electricity.

Wind power projects of the Seigneurie de Beaupr Wind Farms 2 and 3 General Partnership (wind power projects2 and 3)

Beaupr ole General Partnership (which is 51% and 49% indirectly owned by Gaz Mtro and Valener, respectively) and a wholly owned subsidiary of Boralex Inc. are equal-share partners in two wind power projects with an installed capacity of 272 megawatts, namely, wind power projects 2 and 3, which are scheduled to begin operations in December 2013.

Completion of these wind power projects will require a total investment of approximately $750million (including financing costs). On November 8, 2011, Seigneurie de Beaupr Wind Farms 2 and 3 General Partnership, the entity that owns these projects, completed a $725million debt financing (including a construction loan and short-term facilities) with a group of lenders.

Construction on wind power projects 2 and 3 began in May 2011 and stopped for the winter in November2011. According to schedule, work resumed on May 7, 2012, and the consortium has since almost completed the road access and foundation work and began work on the collector system and electrical substation as well as erection of some of the concrete towers.

Wind power project of Seigneurie de Beaupr wind farm 4 (wind power project 4)

Beaupr ole 4 General Partnership (which is 51% and 49% indirectly owned by Gaz Mtro and Valener, respectively) and a wholly owned subsidiary of Boralex inc. are equal-share partners in a wind power project with an installed capacity of 69 megawatts, namely, wind power project 4.

Last June, public environment-related hearings were held by the relevant Quebec government agency, BAPE (Bureau d'audiences publiques sur l'environnement), and the final report is expected by the end of September 2012. The decree from the Quebec ministry of Sustainable Development, the Environment and Parks (Ministre du Dveloppement durable, de l'Environnement et des Parcs) is expected to be received in January 2013, which will constitute the final authorization required to begin the work. This wind power project is scheduled to begin operations in December2014.

Subscription of Gaz Mtro units and issuance of Series A preferred shares

On June 28, 2012, Valener subscribed approximately $75million, representing its proportionate share in the outstanding units, in a private placement equity offering of approximately $260million by GazMtro. Gaz Mtro inc. also subscribed for its proportionate share of these units. The purpose of the equity offering was to finance a portion of the CVPS acquisition, which was completed on June27, 2012.

Valener financed this investment using part of the net proceeds of the June6 issuance of $100million in Series A cumulative rate reset preferred shares (Series A preferred shares) paying cumulative dividends of $1.0875 per share per annum, for a yield of 4.35% per annum, payable quarterly, for the initial period ending October 15, 2017. The dividend rate will be reset on October15, 2017 and every five years thereafter at a rate equal to the 5-year Government of Canada bond yield plus 2.81%.

Declaration of the quarterly dividends on the common shares and on the Series A preferred shares

Valener's Board of Directors declared a quarterly dividend of $0.25 per common share payable on October 15, 2012 to shareholders of record at the close of business on September 28, 2012. Valener expects to maintain the dividend level at $0.25 per common share for each quarter of fiscal 2013.

Under Valener's Dividend Reinvestment Plan, the Board of Directors approved the reinvestment of dividends into additional common shares, for the dividend payable on October 15, 2012, by way of an issuance of new Valener common shares at a discount of 5% to the weighted average price during the five trading days immediately preceding the dividend payment date.

The Board of Directors also declared a first quarterly dividend of $0.39031 per Series A preferred share for the period of June 6, 2012 to October 15, 2012, payable on October 15, 2012 to shareholders of record at the close of business on October 12, 2012.

Gaz Mtro's results

Excluding non-recurring items, net income attributable to the Partners of Gaz Mtro totalled $6.1million for the third quarter of fiscal 2012 and $167.2million for the first nine months of the current fiscal year, year-over-year decreases of $5.7million and $12.4million, respectively. These decreases were mainly due to lower net income from the natural gas distribution activity in Quebec, as explained below.

Gaz Mtro's segment results - Consolidated net income (loss) attributable to the Partners of Gaz Mtro

3 months ended June 30 (1)9 months ended June 30 (1)(in millions of dollars)20122011Change20122011ChangeEnergy DistributionGaz Mtro-QDA2.97.6(4.7)139.0148.2(9.2)VGS, GMP and CVPS(6.8)2.5(9.3)8.917.0(8.1)Financing costs of investments in this segment(2)(2.5)(1.0)(1.5)(4.4)(2.9)(1.5)Costs related to the CVPS acquisition (net of income taxes)7.9-7.97.9-7.91.59.1(7.6)151.4162.3(10.9)Natural Gas TransportationTQM, PNGTS and Champion Pipe Line Corporation Ltd4.13.60.515.315.9(0.6)Financing costs of investments in this segment(2)(0.6)(0.9)0.3(2.3)(2.7)0.43.52.70.813.013.2(0.2)Natural Gas StorageIntragaz2.01.50.55.95.10.8Financing costs of investments in this segment(2)(0.4)(0.4)-(1.2)(1.3)0.11.61.10.54.73.80.9Energy Services and OtherEnergy, water and fibre optic0.20.5(0.3)2.44.0(1.6)Financing costs of investments in this segment(2)(0.2)(0.4)0.2(0.7)(1.1)0.4Loss on the sale of Aqua Data Inc.-0.2(0.2)-0.2(0.2)-0.3(0.3)1.73.1(1.4)Corporate Affairs and OtherCorporate Affairs and Other(0.5)(1.5)1.0(3.6)(1.8)(1.8)Gain realized by Gaz Mtro ole inc. on the sale of 49% of its interest in the Seigneurie projects----(1.1)1.1Corporate reorganization expenses-0.1(0.1)-0.1(0.1)(0.5)(1.4)0.9(3.6)(2.8)(0.8)Consolidated net income attributable to the Partners of Gaz Mtro, excluding non-recurring items(3)6.111.8(5.7)167.2179.6(12.4)Non-recurring items(3)(7.9)(0.3)(7.6)(7.9)0.8(8.7)Consolidated net income (loss) attributable to the Partners of Gaz Mtro(1.8)11.5(13.3)159.3180.4(21.1)1)Seasonal temperature fluctuations influence the energy consumption levels of customers and in turn influence Gaz Mtro's interim consolidated financial results. Historically, Gaz Mtro's revenues and profitability are higher in the first two quarters of a fiscal year than in the last two quarters.2)These costs consist of the interest on the long-term debt incurred by Gaz Mtro to finance investments in the subsidiaries, joint ventures and companies subject to significant influence of each segment.3)This measure is a financial measure that is not defined in Canadian GAAP.

Segment analysis of Gaz Mtro's results

Quebec Natural Gas Distribution (Gaz Mtro-QDA)

For the third quarter of fiscal 2012, Gaz Mtro-QDA's normalized natural gas deliveries totalled 1,036million cubic metres, down 38million cubic metres or 3.5% from the same quarter last year.

For the first nine months of fiscal 2012, deliveries totalled 4,560million cubic metres, down 44million cubic metres or 1.0% from the first nine months of last year.

It should be noted that Gaz Mtro-QDA's normalized natural gas deliveries exceeded those in the 2012 rate case, which had anticipated year-over-year decreases of 85million cubicmetres or 7.9% for the third quarter of fiscal 2012 and of 296million cubic metres or 6.4% for the first nine months of fiscal 2012.

In the industrial market, nine-month natural gas deliveries rose 0.5% from the first nine months of fiscal 2011, partly due to greater consumption, particularly in the metallurgy, refining and petrochemical sectors and, to a lesser extent, in the pulp and paper sector.

Normalized deliveries to the residential and commercial markets declined 0.2% and 3.7%, respectively, from the first nine months of fiscal 2011, essentially due to slow economic growth combined with energy conservation measures undertaken by Gaz Mtro-QDA's customers, partly offset by the maturation of new sales.

Gaz Mtro-QDA's net income attributable to the Partners of Gaz Mtro totalled $2.9million for the third quarter of fiscal 2012 and $139.0million for the first nine months, year-over-year decreases of $4.7million and $9.2million, respectively. These decreases were mainly due to:

the rate reduction authorized for fiscal 2012 that resulted in a $6.8million decline in net income for the third quarter ($5.6million decline for the nine-month period); andthe higher average cost of transportation tools, which could not be recovered from customers, resulting from changing demand from industrial customers, despite a higher level of deliveries than anticipated in the 2012 rate case.

These items were partly offset, among other factors, by the favourable impact on the gross margin of the distribution service due to higher normalized natural gas deliveries to the industrial market compared to the 2012 rate case. This made it possible to recover the unfavourable impacts, recognized in the first six months of fiscal 2012, due to considerably warmer-than-normal temperatures.

Project to serve the Cte-Nord region

The Cte-Nord region is the last of Quebec's major industrial regions that does not yet benefit from the environmental and economic advantages of natural gas, and large amounts of heavy oil are currently consumed in that region.

However, the distance separating the Cte-Nord from Gaz Mtro-QDA's existing infrastructures is considerable. More than 450 km of pipeline would have to be laid to connect Saguenay to Sept-les, passing through the other major industrial centres of Baie-Comeau and Port-Cartier.

Such a project would require an investment of about $750million, adding approximately 40% to Gaz Mtro-QDA's rate base. To make a fully informed decision on a project of such magnitude, the Quebec government and Gaz Mtro are diligently carrying out the following three comprehensive feasibility studies:

market studies to determine the expected potential energy consumption in the Cte-Nord if natural gas were available;environmental and social studies to select the lowest-impact route for the gas pipeline; andtechnical and financial feasibility studies, including engineering, to optimize the design and confirm the costs.

These studies are under way and the conclusions are expected by the end of 2012. If the conclusions are positive, Gaz Mtro-QDA will continue the regulatory and environmental approval processes in 2013 while continuing to consult the main stakeholders to evaluate their needs and expectations. If all the necessary approvals are obtained, the preparatory work and construction of Gaz Mtro-QDA's Cte-Nord service could start in 2014 with a view to operational start-up at the end of 2015 or in 2016.

First project to inject biomethane in Gaz Mtro-QDA's network

On July 26, 2012, Gaz Mtro announced the first project to inject biomethane into its network. This major project is an important milestone in the development of a new renewable energy in Quebec. It involves the construction of an anaerobic digestion plant in Saint-Hyacinthe as well as the infrastructures needed to feed biomethane into Gaz Mtro-QDA's distribution network.

The Quebec government has created a program to treat organic wastes through biomethanation, or composting, and thereby divert organic materials from landfills to produce a new green energy, biomethane, that will aim at replacing fossil and other fuels.

Use of the biomethane produced in Saint-Hyacinthe will eventually reduce greenhouse gas (GHG) by 25,000 tonnes annually. Under the agreement with the City of Saint-Hyacinthe, Gaz Mtro-QDA will purchase the energy produced by the city and install the infrastructures needed to inject biomethane into its distribution network and make it available to customers. As a public utility, GazMtro will therefore be serving the needs of municipalities and the Quebec government's goal of promoting biomethane, a locally produced, renewable energy. The project is subject to the approval of the Rgiedel'nergie.

Energy Distribution in Vermont

The results attributable to the Partners of Gaz Mtro from energy distribution activities in Vermont, which now include the results of CVPS, showed a $9.3million net loss1 for the third quarter of fiscal2012, down $10.8million from net income of $1.5million in the same period of 2011. The main factors underlying this decrease were:

$7.9million in costs (net of income taxes) related to the CVPS acquisition and severance benefits payable to certain of its officers; anda $2.8million increase in financial expenses resulting, in particular, from the additional financing associated with the CVPS acquisition and GMP's Kingdom Community Wind (KCW) project.

These items were offset by a 3.2% increase in GMP's distribution rates attributable to its 2012rate case and by the decrease in its direct electricity supply costs.

For the first nine months, net income attributable to the Partners of Gaz Mtro from energy distribution activities in Vermont totalled $4.5million1, a $9.6million year-over-year decrease that came mainly from the above-described factors, from reductions in VGS's natural gas deliveries and GMP's electricity deliveries due, among others, to temperatures considerably warmer year over year, and from increases in VGS's and GMP's operating and maintenance costs.

Excluding the one-time expenses related to the CPVS acquisition, the net loss attributable to the Partners of Gaz Mtro from energy distribution activities in Vermont was $1.4million1 for the third quarter, and net income was $12.4million for the first nine months of fiscal 2012, corresponding to declines of $2.9million and $1.7million, respectively, from the same periods of fiscal 2011.

Kingdom Community Wind (KCW) project

At the end of fiscal 2011, GMP began construction of the KCW project, a 63-megawatt wind power project located in Lowell, Vermont. This US$150-million, 21-turbine project will supply power to more than 24,000 households consisting of GMP customers and members of the Vermont Electric Cooperative, Inc. Construction is proceeding as planned with operational start-up scheduled for the end of 2012. At this time, construction of the access road and all of the turbine pads has been completed as well as the power transmission line for the wind farm. Erection of the towers began in July2012.

Since this investment is regulated and part of GMP's rate base, it will be financed through both debt and equity, in accordance with GMP's capital structure. To that effect, on November 16, 2011, GMP issued, by way of private placement, US$50.0million in Series A First Mortgage Bonds. On April2,2012, GMP issued the second tranche of Series B First Mortgage Bonds in the amount of US$25.0million. The remainder of the investment will be financed by an equity injection from GazMtro, through NNEEC.

Natural Gas Transportation

Net income attributable to the Partners of Gaz Mtro from the Natural Gas Transportation segment totalled $3.5million1 for the third quarter of fiscal 2012, up $0.8million from the third quarter of fiscal 2011. This increase came mainly from the higher share in the income of Portland Natural Gas Transmission System (PNGTS), which, given a decline in the natural gas available on other networks, increased its transported volumes of natural gas and consequently its short-term revenues and interruptible service revenues, as well as from lower costs for its pending rate cases before the FERC.

For the first nine months, the segment's net income totalled $13.0million1, down $0.2million from the same period in fiscal 2011. This decline was mainly due to the fact that Trans Qubec & Maritimes Pipeline Inc. (TQM) had benefited from a favourable adjustment to its amortization expense in the first quarter of fiscal 2011, after the amortization rates for property, plant and equipment were revised downward upon National Energy Board approval.

Natural Gas Storage

Net income attributable to the Partners of Gaz Mtro from the Natural Gas Storage segment totalled $1.6million1 for the third quarter of fiscal 2012 and $4.7million1 for the first nine months, up $0.5million and $0.9million, respectively, from the same periods last year. These slight increases were mainly due to lower operating expenses as certain maintenance projects were delayed.

Energy Services and Other

The net income attributable to the Partners of Gaz Mtro from the Energy Services and Other segment was nil1 in the third quarter of fiscal 2012, down $0.1million from the same period in fiscal 2011. For the first nine months, the segment's net income totalled $1.7million, down $1.2million from the same period in fiscal 2011. This decrease relates mainly to the fiscal 2011 sale of the interests in Aqua Data Inc. and MTO Telecom Inc. and to higher expenses for Gaz Mtro Transport Solutions, L.P. (Transport Solutions), which began its operations in fiscal 2011. Being in the start-up phase, Transport Solutions has started to execute its first liquefied natural gas (LNG) supply contract for vehicles, in addition to building the refuelling stations. These factors were partly offset by HydroSolution L.P.'s higher profitability from higher rental rates for water heaters and from greater unit sales in the electric water heater business as well as from additional revenues generated on the sale of heating and air conditioning equipment that began in March 2011.

Natural gas as transportation fuel

Transport Solutions, an indirect subsidiary of Gaz Mtro created to develop natural gas for use as fuel by the transport industry, is deploying the Blue Road. Since July 2011, it has been installing the facilities needed to supply LNG to 180 freight trucks from three refuelling stations, under an agreement entered into with Transport Robert 1973 Lte (Robert Transport). The Boucherville and Mississauga stations have been in operation since September 19, 2011 and January 16, 2012, respectively. Construction of the third station, which will be located in the QuebecCity region, is planned for fiscal 2013. For Transport Solutions, the project represents an investment of approximately $5million. Delivery of trucks ordered by Robert Transport began in autumn 2011 and is continuing in fiscal 2012.

On July 31, 2012, Gaz Mtro announced a first public liquefied biomethane fuelling station in Rivire-du-Loup. Attentive to the needs of municipalities and the government's goal to promote green energy, Transport Solutions has signed an agreement with the Socit d'conomie mixte d'nergie renouvelable de la rgion de Rivire-du-Loup (SMER). Under this agreement, Transport Solutions will buy all the liquefied biomethane produced by the Rivire-du-Loup plant for a minimum of 20years and will operate a new biomethane fuelling station for the heavy transport market.

Conference call

Valener will hold a conference call with financial analysts today, Friday, August 10, 2012 at 11 a.m. (Eastern Time) to discuss its results and those of Gaz Mtro for the third quarter ended June30,2012.

Pursuant to an administration and management support agreement entered into between Valener and Gaz Mtro on September 30, 2010, Gaz Mtro acts as the manager of Valener. As such, Sophie Brochu, President and Chief Executive Officer, and Pierre Despars, Executive Vice-President, Corporate Affairs and Chief Financial Officer of Gaz Mtro inc., the General Partner of Gaz Mtro, will be the speakers, and a question period will follow.

The call will be broadcast live and accessible by dialling 647-427-7450 or toll-free 1-888-231-8191. It will also be available via webcast on Valener's website (www.valener.com) in the Events & Presentations page of the Investors section.

Media and other interested parties are invited to listen in on this conference call. After the conference call, the speakers will be available for media interviews and questions.

For 30 days afterward, a rebroadcast will be accessible by dialling 416-849-0833 or toll-free 1-855-859-2056 (access code: 11792953). For 90 days afterward, the call can be played back on the above-mentioned website.

Overview of Valener

Valener owns an economic interest of approximately 29% in Gaz Mtro. Valener therefore has a stake in the energy industry and benefits from Gaz Mtro's diversified profile, both in terms of geography and business segment. Valener also owns an indirect interest of 24.5% in the wind power projects developed with Gaz Mtro and Boralex inc. on the private lands of Sminaire de Qubec. Valener's common shares and preferred shares are listed on the Toronto Stock Exchange under the "VNR" trading symbol for common shares and under the "VNR.PR.A" symbol for Series A preferred shares. www.valener.com

Overview of Gaz Mtro

With almost $5billion in assets as at June 30, 2012, Gaz Mtro is a major energy distributor. It is the principal natural gas distributor in Quebec, where its more than 10,000-km underground distribution network serves some 300 municipalities. Gaz Mtro is also present in Vermont, where it is active in the electricity distribution and natural gas markets. Gaz Mtro is actively involved in the development of innovative energy projects such as the production of wind power, the use of natural gas as a fuel for transportation, and the promotion of biomethane. Gaz Mtro is committed to the satisfaction of its over 180,000 customers in Quebec and 295,000 customers in Vermont, its Partners (GazMtroinc. and Valener), its employees and the communities it serves. www.gazmetro.com

Cautionary note regarding forward-looking statements

This press release may contain forward-looking information within the meaning of applicable securities laws. Such forward-looking information reflects the intentions, plans, expectations and opinions of the management of GMi, in its capacity as General Partner of Gaz Mtro, and acting as manager of Valener (the management of the manager) and is based on information currently available to the management of the manager and assumptions about future events. Forward-looking statements can often be identified by words such as "plans," "expects," "estimates," "forecasts," "intends," "anticipates" or "believes," or similar expressions, including the negative and conjugated forms of these words. Forward-looking statements involve known and unknown risks and uncertainties and other factors beyond the control of the management of the manager. A number of factors could cause the actual results of Valener or of Gaz Mtro to differ significantly from current expectations, as described in the forward-looking statements, including but not limited to the general nature of the aforementioned, terms of decisions rendered by regulatory agencies, the competitiveness of natural gas in relation to other energy sources, the reliability of natural gas supply, the integrity of the natural gas distribution system, the progress of wind power projects and other development projects, the ability to complete attractive acquisitions and the related financing and integration aspects, the ability to secure future financing, general economic conditions, exchange rate fluctuations, and other factors described in the Risk Factors Relating to Valener and the Risk Factors Relating to Gaz Mtro sections of Valener's and Gaz Metro's MD&As for the year ended September 30, 2011 and in Valener's disclosure filings. Although the forward-looking statements contained herein are based on what the management of the manager believes to be reasonable assumptions, among others, assumptions to the effect that no unforeseen changes in the legislative and regulatory framework of energy markets in Quebec and in the New England states will occur; that no significant event occurring outside the ordinary course of business, such as a natural disaster or other calamity, will occur; that Gaz Mtro can continue to distribute substantially all of its net income (excluding non-recurring items); that the wind power projects in which Valener and Gaz Mtro are indirectly involved will be completed on time and within the defined parameters; that GMP and CVPS will obtain the required approvals from federal and state authorities for their merger; that GMP will be able to quickly and effectively integrate CVPS's operations; and that the conclusions of studies on the project to serve the Cte-Nord region will be positive and that the required regulatory approvals will be obtained in addition to the other assumptions described in the MD&A of Valener and Gaz Mtro for the quarter ended June30,2012, the management of the manager cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of this date, and the management of the manager assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws. Readers are cautioned to not place undue reliance on these forward-looking statements.

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1 Net of financing costs

HIGHLIGHTS

VALENER INC. 3 months ended June 309 months ended June 30(inmillions of dollars, except for share data, which is in dollars)2012201120122011(unaudited)(unaudited)(unaudited)(unaudited)CONSOLIDATED INCOME AND CASH FLOWSShare in the net income (loss) of Gaz Mtro$(0.5)$3.3$46.2$52.3Net income (loss)$(0.5)$0.3$31.3$33.8Cash flows related to operating activities$9.0$11.9$14.1$21.4Basic and diluted net income (loss) per common share$(0.02)$-$0.83$0.91Dividends declared per share to shareholders of record on December 30, 2011, March 30, 2012 and June 29, 2012$0.25$0.25$0.75$0.75Weighted average number of common shares outstanding (inmillions)37.537.337.437.0OTHER INFORMATIONMarket prices of common shares on the Toronto Stock Exchange (TSX):High$15.48$16.88$16.50$18.37Low$14.60$16.05$13.55$16.05Close$15.29$16.22$15.29$16.22Market prices of Series A preferred shares on the TSX:High$25.92$-$25.92$-Low$25.10$-$25.10$-Close$25.50$-$25.50$-CONSOLIDATED BALANCE SHEETSJune 302012September 302011(unaudited)(audited)Total assets$773.8$672.7Total debt$26.9$-Shareholders' equity$696.6$602.6GAZ MTRO LIMITED PARTNERSHIP 3 months ended June 30 9 months ended June 30(inmillions of dollars, except for unit data, which is in dollars)2012201120122011(unaudited)(unaudited)(unaudited)(unaudited)CONSOLIDATED INCOME AND CASH FLOWSRevenues$334.3$364.1$1,549.9$1,676.4Gross margin$156.7$158.1$613.6$624.9Net income (loss) attributable to the Partners of Gaz Mtro$(1.8)$11.5$159.3$180.4Cash flows related to operating activities$79.3$99.7$405.0$412.5Purchases of property, plant and equipment$105.4$43.0$281.6$120.3Changes in deferred charges and credits$41.6$30.0$109.5$73.7Basic and diluted net income (loss) per unit attributable to the Partners of Gaz Mtro$(0.01)$0.09$1.26$1.43Distributions paid per unit to Partners (1)$0.28$0.28$0.84$0.56Weighted average number of units outstanding (inmillions)126.9126.3126.5126.2OTHER INFORMATIONAuthorized rate of return on deemed common equity(Gaz Mtro's natural gas distribution activity in Quebec) (2)9.69%9.09%Credit ratingsFirst mortgage bonds (Standard & Poor's (S&P)/DBRS Limited (DBRS)) (3)A/AA/ACommercial paper (S&P/DBRS) (3)A-1(low)/R-1(low)A-1(low)/R-1(low)CONSOLIDATED BALANCE SHEETSJune 302012September 302011(unaudited)(audited)Total assets$4,999.5$3,727.2Total debt$2,370.3$1,762.9Partners' equity attributable to the Partners of Gaz Mtro$1,329.1$1,023.3Partners' equity per unit attributable to the Partners of Gaz Mtro$9.25$8.10

(1)No distributions were made in the first quarter of fiscal 2011, given that, as part of the reorganization of Gaz Mtro, a distribution of $0.31 per unit was paid on September 30, 2010 instead of on October 1, 2010.(2)Including the sharing of productivity gains, if applicable, and excluding the Global Energy Efficiency Plan incentive.(3)Through its General Partner, Gaz Mtro inc.