Keyera Corp. Announces $276.6 Million Public Offering of Common Shares

CALGARY, ALBERTA--(Marketwired - May 20, 2014) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

Keyera Corp. (TSX:KEY) ("Keyera" or the "Company") announced today that it has entered into a financing agreement with a syndicate of underwriters under which Keyera will issue 3.75 million common shares ("Common Shares") on a "bought deal" basis at an issue price of $73.75 per Common Share for total gross proceeds of approximately $276.6 million. The net proceeds of the offering will be used to partially fund the Company's capital growth program, to reduce short term indebtedness of the Company under its credit facilities and for general corporate purposes.

The syndicate of underwriters is co-led by RBC Capital Markets and National Bank Financial Inc. and includes TD Securities Inc., CIBC, BMO Capital Markets, Scotiabank, Peters & Co. Limited, FirstEnergy Capital Corporation, GMP Securities L.P. and Macquarie Capital Markets Canada. Keyera has granted the underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days following the closing of the offering, to purchase up to an additional 562,500 Common Shares at an issue price of $73.75 per Common Share.

The Common Shares will be issued pursuant to a prospectus supplement that will be filed with securities regulatory authorities in Canada under Keyera's short form base shelf prospectus dated August 19, 2013. Closing of the offering is subject to normal regulatory approvals and is anticipated to occur on May 29, 2014.

Recent Developments

Keyera is currently pursuing its most ambitious capital growth program in its corporate history and anticipates spending between $600 million and $700 million on these projects this year. In addition to its previously announced capital growth projects, Keyera announced this morning that it has officially reached an agreement with Enbridge Pipelines (Athabasca) Inc. ("Enbridge") to participate as a 30% non-operating owner in the Norlite Pipeline. The Norlite Pipeline is the proposed large diameter diluent transportation pipeline that will deliver condensate from the Fort Saskatchewan area to the Athabasca oil sands region in northeast Alberta. It is anchored by throughput commitments from Suncor Energy Inc., Total E&P Canada Limited and Teck Resources Limited for the Fort Hills oil sands project and by Suncor Energy Oil Sands Limited Partnership for its proprietary oil sands production. Enbridge anticipates finalizing the project scope later this year, at which time the estimated capital cost will be determined.

Keyera also recently completed its $113 million acquisition of a number of facility and reserves assets in the West Pembina area of Alberta, including an 85% interest in the Cynthia gas plant. A third party has served notice that it intends to exercise its right of first refusal ("ROFR") on certain reserves. The reserves that are subject to the ROFR are valued at $23.6 million, which amount is being held in escrow. This third party is also claiming that it has a right of first refusal on the Cynthia gas plant. Keyera does not believe that the acquisition of its interest in the Cynthia gas plant triggered a ROFR on the facility and a hearing has been scheduled for late May for a determination of this issue.

About Keyera

Keyera Corp. (TSX:KEY) operates one of the largest natural gas midstream businesses in Canada. Its business consists of natural gas gathering and processing as well as the processing, transportation, storage and marketing of natural gas liquids (NGLs), the production of iso-octane and crude oil midstream activities.

Keyera's gas processing plants and associated facilities are strategically located in the west central, foothills and deep basin natural gas production areas of the Western Canada Sedimentary Basin. Its NGL and crude oil infrastructure, including pipelines, terminals and processing and storage facilities, as well as its iso-octane facility, are located in Edmonton and Fort Saskatchewan, Alberta, a major North American NGL hub. Keyera markets propane, butane, condensate and iso-octane to customers in Canada and the United States.

Disclaimer

This document contains forward-looking statements based on Keyera management's current expectations and assumptions relating to Keyera's business, the environment in which it operates, anticipated timing and closing of the offering and the future operations and performance of Keyera's assets. As these forward-looking statements depend upon future events, actual outcomes may differ materially depending on factors such as: confirmation of satisfaction of TSX and other securities regulatory requirements; the exercise of the ROFR on the reserves associated with the Cynthia gas plant; the interpretation of the rights of first refusal under the agreements governing the Cynthia gas plant and certain reserves; a potential determination that there are valid third party claims to any of the acquired assets; Keyera's ability and right to operate the acquired assets; changes in production decline rates; turnaround scheduling and costs at the Cynthia gas plant; environmental liabilities; the design, construction and operation of the Norlite Pipeline; producer development plans and oil sands activity levels; the ability of Enbridge to secure all necessary approvals and consents for the proposed Norlite Pipeline and all associated facilities; the ability of Enbridge to secure appropriate rights-of-way for the proposed Norlite Pipeline; producer willingness to contract for services to support an increased scope for the Norlite Pipeline; construction and input costs; construction scheduling variables; availability of construction crews and engineering services; ability to source required parts and equipment; future operating results of the assets; future operating results of Keyera's assets; future operating results of Keyera's business segments and the components of those results; Keyera's ability to execute its strategic initiatives; commodity supply/demand balances and prices; activities of producers, competitors, customers, business partners and others; access to third party facilities; overall economic and market conditions; access to capital and financing alternatives; operational risks associated with Keyera's businesses and operations; potential delays or changes in plans with respect to development projects or capital expenditures or the results therefrom; the legislative, regulatory and tax environment; and other known or unknown factors. There can be no assurance that the results or developments anticipated by Keyera will be realized or that they will have the expected consequences for or effects on Keyera.

For additional information on these and other factors, see Keyera's public filings on www.sedar.com. Unless otherwise required by applicable laws, Keyera does not intend to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

For further information about Keyera, please visit our website at www.keyera.com.