Pembina Pipeline Corporation Announces Closing of $300 Million Offering of
Convertible Debentures

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

All financial figures are in Canadian dollars.

CALGARY, Nov. 24 /CNW/ - Pembina Pipeline Corporation ("Pembina" or the "Corporation") (TSX: PPL, PPL.DB.B, PPL.DB.C) announced today the closing of its previously announced public offering of $250 million aggregate principal amount of 5.75% convertible unsecured subordinated debentures (the "Debentures") due November 30, 2020. The Debentures will be listed on the TSX under the symbol PPL.DB.C. In connection with the offering, Pembina granted the underwriters an option to purchase an additional $50 million principal amount of Debentures up to 48 hours prior to the closing of the offering, which has been exercised in full. The total gross proceeds to Pembina from the sale of the Debentures, including Debentures sold pursuant to the underwriters' option, was $300 million.

Pembina intends to use the net proceeds from the Debentures to partially repay existing credit facilities, thereby making borrowing capacity available to fund a portion of the Corporation's capital expenditure program, including capital expenditures relating to the Corporation's growth projects, and for general corporate purposes. Pembina's current suite of growth projects include the construction of the Nipisi and Mitsue Pipelines, the construction of an enhanced NGL extraction facility at the Cutbank complex, and projects that are expected to expand the transportation service options the Corporation can offer producers developing the Cardium oil formation located in central Alberta.

Pembina Pipeline Corporation transports crude oil and natural gas liquids produced in Western Canada, owns and operates oil sands pipelines and has a growing presence in midstream and natural gas services sectors.

Forward-Looking Information and Statements

This news release contains certain forward-looking information and statements that are based on Pembina's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In this news release, such forward-looking information and statements can be identified by terminology such as "to be", "expects", "projects" and similar expressions.

In particular, this news release contains forward-looking statements and information relating to the planned use of proceeds from the offering, Pembina's growth projects and timing for the closing of the offering. These forward-looking statements and information are being made by Pembina based on certain assumptions that Pembina has made in respect thereof as at the date of this document, including: that favourable growth parameters continue to exist in respect of current and future growth projects (including the ability to finance such projects on favourable terms); and that Pembina's businesses will continue to achieve sustainable financial results. These 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 Pembina's public disclosure documents including, among other things, those detailed under the heading "Risk Factors" in Pembina's management's discussion and analysis for the year ended December 31, 2009, which can be found at www.sedar.com.

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. Pembina does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws.

The Debentures offered hereby, and the Common Shares issuable upon conversion, redemption or maturity of the Debentures, have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act), except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state laws, including transactions under Rule 144A under the U.S. Securities Act.  This release shall not constitute an offer to sell, or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdictions in which such offer, solicitation or sale would be unlawful.

For further information:

Peter Robertson
Vice President, Chief Financial Officer
Pembina Pipeline Corporation
[phone]
1-888-428-3222
e-mail: [email protected]