On
January 26, 2021, TC PipeLines, LP (the “Partnership”) issued a press release announcing that it
has established a record date of January 15, 2021 and a meeting date of February 26, 2021 for a special meeting
of its common unitholders to be held at 10:00 a.m., Central Time. In light of the COVID-19 pandemic and to support the well-being
of the Partnership’s common unitholders, the special meeting will be held in a virtual meeting format only via live webcast.
At the special meeting, the Partnership’s common unitholders will vote on the previously announced proposed merger of the
Partnership and an indirect subsidiary of TC Energy Corporation (“TC Energy”), pursuant to the Agreement and Plan of
Merger dated as of December 14, 2020, by and among the Partnership, TC PipeLines GP, Inc., TC Energy, TransCan Northern
Ltd., TransCanada PipeLine USA Ltd, and TCP Merger Sub, LLC (the “Merger Agreement”). The Partnership’s
common unitholders of record at the close of business on January 15, 2021 will be entitled to receive notice of the special
meeting and to vote at the special meeting. The press release also announced that the Partnership has filed a definitive proxy
statement with the Securities and Exchange Commission (“SEC”) for the special meeting of its common unitholders
and the Partnership expects to commence mailing the definitive proxy statement on or about January 28, 2021 to its common
unitholders.
The full text of the press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This
communication contains forward-looking statements. These forward-looking statements generally include statements regarding the
potential transaction between TC Energy and the Partnership, including any statements regarding the expected timetable for completing
the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction,
projected financial information, future opportunities, and any other statements regarding TC Energy’s and the Partnership’s
future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or
performance. These statements are often, but not always, made through the use of words or phrases such as “anticipates,”
“expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,”
“believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,”
“may,” “could,” “should,” “will,” “budgets,” “outlook,”
“trends,” “guidance,” “focus,” “on schedule,” “on track,” “is
slated,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,”
“potential” and similar expressions. All such forward-looking statements are based on current expectations of TC Energy’s
and the Partnership’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors
that could cause actual results to differ materially from those projected in the forward-looking statements include the ability
to obtain the requisite Partnership unitholder approval; uncertainties as to the timing to consummate the potential transaction;
the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are not
obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to TC Energy’s
or the Partnership’s respective businesses; the effect of this communication on the price of TC Energy’s common shares
or the Partnership’s common units; the effects of industry, market, economic, political or regulatory conditions outside
of TC Energy’s or the Partnership’s control; transaction costs; TC Energy’s ability to achieve the benefits
from the proposed transaction; and the diversion of management time on transaction-related issues. Other important factors that
could cause actual results to differ materially from those in the forward-looking statements are: the impact of downward changes
in oil and natural gas prices, including any effects on the creditworthiness of shippers or the availability of natural gas in
a low oil price environment; the impact of litigation and other opposition proceedings on the ability to begin work on projects
and the potential impact of an ultimate court or administrative ruling to a project schedule or viability; uncertainty surrounding
the impact of global health crises that reduce commercial and economic activity, including the recent outbreak of the COVID-19
virus, and the potential impact on the respective businesses of TC Energy and the Partnership; the potential disruption or interruption
of operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural
or human causes beyond the parties’ control; and the potential liability resulting from pending or future litigation. Other
unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking
statements. The Partnership assumes no obligation to update any forward-looking statements, except as required by law. Readers
are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Additional
factors that could cause results to differ materially from those described above can be found in the Partnership’s most
recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current
reports on Form 8-K all of which are available on the Partnership’s website at https://www.tcpipelineslp.com/investors/reports-and-filings/
and on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov, and in TC Energy’s
most recent Annual Report on Form 40-F, as it may be updated from time to time by current reports on Form 6-K all of
which are available on TC Energy’s website at https://www.tcenergy.com/investors/reports-and-filings/ and
on the SEC’s website at http://www.sec.gov.
Important Information for Investors and Unitholders
This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
This communication may be deemed to be
solicitation material in respect of the potential transaction. In connection with the potential transaction, on January 22,
2021, TC Energy filed with the SEC an amendment to the registration statement on Form F-4 that was originally filed on January 11,
2021 containing a prospectus of TC Energy and a proxy statement of the Partnership. The registration statement was declared effective
on January 26, 2021, and the Partnership expects to commence mailing the definitive proxy statement/prospectus to common
unitholders of the Partnership on or about January 28, 2021. This communication is not a substitute for the proxy statement/prospectus
or registration statement or for any other document that TC Energy or the Partnership filed with the SEC or sent to the Partnership’s
common unitholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF TC ENERGY AND THE PARTNERSHIP
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by TC Energy or the Partnership through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by TC Energy will be available free of charge on TC
Energy’s website at https://www.tcenergy.com/investors/reports-and-filings/ and copies of the documents filed with
the SEC by the Partnership will be available free of charge on the Partnership’s website at https://www.tcpipelineslp.com/investors/reports-and-filings.
TC Energy and the Partnership, and certain
of their respective directors, certain of their respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the
SEC. Information about the directors and executive officers of TC Energy is set forth in its Management Information Circular, dated
February 27, 2020, which was filed as Exhibit 99.1 to TC Energy’s Current Report on Form 6-K, filed with the
SEC on March 16, 2020. Information about the directors and executive officers of the Partnership is set forth in its Annual
Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 20, 2020, and
its Current Reports on Form 8-K, filed with the SEC on September 17, 2020 and November 13, 2020. Additional information
regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction is included
in the registration statement and proxy statement/prospectus. These documents can be obtained free of charge from the sources indicated
above.