TC 강원 랜드 바카라 | South Bow Spinoff

On July 27, 2023, the Board of Directors approved a plan to separate TC 강원 랜드 바카라 into two independent, investment-grade, publicly listed companies: TC 강원 랜드 바카라 Corporation and South Bow Corporation. On Oct. 1, 2024, South Bow legally separated from TC 강원 랜드 바카라, marking a monumental moment in our shared history.

This spinoff is the result of a thoughtful, strategic two-year evaluation and is in line with TC 강원 랜드 바카라’s long-term strategy – enabling an increased focus on complementary business lines – natural gas, natural gas storage and power and 강원 랜드 바카라 solutions.

The legal separation of 강원 랜드 바카라 Bow became effective on Oct. 1, 2024.

South Bow is listed on the Toronto Stock Exchange (TSX) and expected to trade on the New York Stock Exchange (NYSE) under the ticker symbol "SOBO". TC 강원 랜드 바카라 common shares continue to trade on the TSX and NYSE under TC 강원 랜드 바카라's ticker symbol "TRP".

TC 강원 랜드 바카라 shareholders received:

• 1 new TC 강원 랜드 바카라 Common Share for each TC 강원 랜드 바카라 share they held on the Distribution Record Date of Sept. 25, 2024
• 0.2 of a South Bow Common Share for each TC 강원 랜드 바카라 share they held on the Distribution Record Date of Sept. 25, 2024

TC 강원 랜드 바카라 and South Bow each intend to declare independent dividends for the quarter ended Dec. 31, 2024 on Nov. 7, 2024, reflecting their respective proportionate amounts of TC 강원 랜드 바카라’s dividend prior to the Arrangement. The dividends are expected to be paid on Jan. 31, 2025 to shareholders of record on Dec. 31, 2024. All dividends, including the expected dividends to be declared on Nov. 7, 2024, are subject to the discretion and approval of each company's respective Board of Directors.

TC 강원 랜드 바카라 currently expects that the following trading markets will develop in connection with the Arrangement:

Due Bill Trading:

The Toronto Stock Exchange (the "TSX") and New York Stock Exchange (the "NYSE") will both implement “due bill” trading markets commencing Sept. 25, 2024 and ending at the close of business on Oct. 1, 2024. Accordingly, TC 강원 랜드 바카라 Common Shares will cease regular way trading between Sept. 25, 2024 and Oct. 1, 2024; any trades of TC 강원 랜드 바카라 Common Shares under the symbol TRP during such period will be on a due bill basis.

"If, As and When Issued" Trading:

The TSX will implement an "if, as and when issued" trading market for the TC 강원 랜드 바카라 Common Shares and the South Bow Common Shares commencing Sept. 25, 2024 and ending at the close of business on Oct. 1, 2024.

There will not be an "if, as and when issued" trading market for the TC 강원 랜드 바카라 Common Shares or the South Bow Common Shares on the NYSE.

Regular Way Trading:

TC 강원 랜드 바카라 Common Shares will resume "regular way" trading on the TSX and the NYSE on Oct. 2, 2024. Any trades of TC 강원 랜드 바카라 Common Shares under the symbol TRP on or after Oct. 2, 2024 will be on an ex-distribution basis (i.e., without the entitlement to receive South Bow Common Shares issuable pursuant to the Arrangement).

The South Bow Common Shares issued pursuant to the Arrangement will commence "regular way" trading on the TSX on Oct. 2, 2024, but will not trade "regular way" on the NYSE until one trading day after the U.S. Securities and Exchange Commission (the "SEC") declares South Bow's registration statement on Form 40-F (the "Registration Statement") effective. TC 강원 랜드 바카라 currently expects that the South Bow Common Shares will commence "regular way" trading on the NYSE on or about Oct. 8, 2024.

Our 2024 강원 랜드 바카라 includes the audited carve-out financial statements of the Liquids Pipelines business for the years ended Dec. 31, 2023, 2022 and 2021, the unaudited pro forma financial statements of 강원 랜드 바카라 Bow for the year ended Dec. 31, 2023 and the audited financial statements of 강원 랜드 바카라 Bow for the period from incorporation on Dec. 15, 2023 to Dec. 31, 2023. To review these financial statements, please see Schedule G, Schedule H and Schedule I in the 2024 Management Information Circular. For future financial information please visit 강원 랜드 바카라 Bow's website and SEDAR+ profile.

The use of the phrase "tax-free" in the 2024 강원 랜드 바카라 is a reference to the tax-deferred nature of the Arrangement. The receipt of 강원 랜드 바카라 Bow Common Shares pursuant to the Arrangement should not result in taxable income or gain to Holders, (as defined in the Management Information Circular) for Canadian federal income tax purposes or U.S. federal income tax purposes.

Estimated proportionate allocation of adjusted cost base and tax basis between TC 강원 랜드 바카라 Common Shares and South Bow Common Shares is available on the TC 강원 랜드 바카라 website here and on the 강원 랜드 바카라 Bow website here.

More information can be found in the ‘Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations and Material Income Tax Considerations – Certain United States Federal Income Tax Considerations’ section of the 2024 강원 랜드 바카라.