Houston Tank Terminal

News release

SOUTH BOW RECOMMENDS SHAREHOLDERS REJECT TRC CAPITAL'S BELOW-MARKET "MINI-TENDER" OFFER

CALGARY, Alberta – Nov. 1, 2024 – South Bow Corp. (TSX & NYSE: SOBO) has received an unsolicited  "mini-tender" offer from TRC Capital Investment Corp. (TRC Capital) to purchase up to 3 million South  Bow common shares, or approximately 1.4% of South Bow's outstanding common shares, at a below market price of C$31.95. South Bow does not endorse TRC Capital's unsolicited offer, has no affiliation with TRC Capital or its offer, and does not recommend or endorse this unsolicited mini-tender offer. 

South Bow cautions shareholders that the mini-tender offer has been made at a below-market price  for the South Bow common shares. TRC Capital’s unsolicited offer price of C$31.95 per share  represents a discount of 4.6% to the closing price of the South Bow common shares on the Toronto  Stock Exchange and the New York Stock Exchange on Oct. 28, 2024, the last trading day before the  mini-tender offer was commenced, and a discount of 7.4% to the closing price on Nov. 1, 2024. 

Shareholders are urged to obtain current market quotations for their shares, consult with their broker  or financial advisor, and exercise caution with respect to TRC Capital’s unsolicited offer. Shareholders  who have already tendered their shares should consider taking actions to withdraw them, including  reviewing the withdrawal procedures in TRC Capital's offering documents. 

TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies.  Mini-tender offers are designed to avoid many investor protections like disclosure and procedural  requirements applicable to most take-over bids and tender offers under Canadian and U.S. securities  laws. The Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission  (SEC) have expressed concerns about mini-tender offers, including the possibility that investors might  tender to such offers without understanding the offer price relative to the actual market price of their  securities. 

The SEC states that “bidders make mini-tender offers at below-market prices, hoping that they will  catch investors off guard if the investors do not compare the offer price to the current market price.”  The SEC has published investor tips about mini-tender offers, which can be found at  www.sec.gov/investor/pubs/minitend.htm

Brokers, dealers, and other market participants are encouraged to exercise caution and review the  letter regarding broker-dealer mini-tender offers dissemination and disclosures at  www.sec.gov/divisions/marketreg/minitenders/sia072401.htm

Comments from the CSA on mini-tender offers can be found at  http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp

South Bow requests that this news release be included in any distribution of materials relating to TRC  Capital’s mini-tender offer for South Bow common shares. 

About South Bow 

South Bow safely operates 4,900 kilometers (3,045 miles) of crude oil pipeline infrastructure, connecting Alberta crude oil supplies to U.S. refining markets in Illinois, Oklahoma, and the U.S. Gulf  Coast through our unrivalled market position. We take pride in what we do – providing safe and  reliable transportation of crude oil to North America's highest demand markets. Based in Calgary, 

Alberta, South Bow is the spinoff company of TC Energy, with Oct. 1, 2024 marking South Bow's first  day as a standalone entity. To learn more, visit www.southbow.com

Contact information 

Investor Relations

Martha Wilmot
investor.relations@southbow.com

Media Relations

Katie Stavinoha
communications@southbow.com