Brookfield Infrastructure Partners Announces Pricing of Canadian Offering of Units

  Brookfield Infrastructure Partners L.P.
(the "Partnership", and along with its related entities, "Brookfield
Infrastructure") (NYSE: BIP) (TSX: BIP.UN) today announced that it has
priced its previously announced Canadian public offering. The Partnership
will issue 39,585,000 limited partnership units ("LP Units") at a price of
C$15.55 per unit, for aggregate gross proceeds of approximately C$616
million, including approximately 4,085,000 LP Units that Brookfield Asset
Management Inc. (together with its affiliates "Brookfield") (NYSE: BAM)
(TSX: BAM) (Euronext: BAMA) has agreed to purchase, for gross proceeds of
approximately C$64 million. Closing of the offering is expected to occur on
or about November 6, 2009.

Brookfield and the Partnership have also granted the underwriters an option (the "Over-allotment Option"), exercisable at any time up to November 27, 2009, to purchase up to an additional 5,325,000 LP Units (the "Additional LP Units") for additional gross proceeds of up to approximately C$83 million. If the underwriters elect to purchase Additional LP Units, the underwriters will first offer to purchase LP Units issued to Brookfield under the public offering, and will purchase the balance of the Additional LP Units, if any, from the Partnership.

Subject to the approval of holders of outstanding LP Units, Brookfield, which currently holds securities exchangeable for approximately 40% of the LP Units, on a fully exchanged basis, intends to purchase, in the aggregate, approximately $435 million of securities from Brookfield Infrastructure. If Brookfield does not sell any LP Units to the underwriters pursuant to the Over-allotment Option and it purchases, in the aggregate, approximately $435 million of securities from Brookfield Infrastructure Brookfield will increase its effective interest in the Partnership to approximately 43%.

The Partnership intends to use the net proceeds of the public offering and the issuance to Brookfield to partially fund the Partnership's participation in the previously announced restructuring and recapitalization of Babcock & Brown Infrastructure.

Credit Suisse Securities (Canada), Inc., RBC Capital Markets, Citigroup Global Markets Canada Inc. and HSBC Securities (Canada) Inc. are acting as joint book-running managers and underwriters for the public offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Partnership in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom. Any public offering of any securities of the Partnership in the United States may only be made by means of a prospectus containing detailed information about the Partnership and its management as well as financial statements.

Brookfield Infrastructure Partners L.P. was established by Brookfield Asset Management to own and operate certain infrastructure assets on a global basis. Brookfield Infrastructure operates high quality, long-life assets that generate stable cash flows, require relatively minimal maintenance capital expenditures and, by virtue of barriers to entry and other characteristics, tend to appreciate in value over time. Its current business consists of the ownership and operation of premier electricity transmission systems, timberlands and social infrastructure in North and South America, the United Kingdom and Australia, and it seeks acquisition opportunities in other infrastructure sectors with similar attributes. The Partnership's units trade on the New York and Toronto Stock Exchanges under the symbols BIP and BIP.UN, respectively. For more information, please visit the Partnership's website at www.brookfieldinfrastructure.com.

Note: This news release contains statements regarding the public offering, the issuance to Brookfield, including the intended use of proceeds and the anticipated closing date of the public offering that constitute forward-looking information within the meaning of Canadian provincial securities laws and "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. The words "will", "expected", "intends", "tend", "seeks" and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify the above mentioned and other forward-looking statements. Forward-looking statements in this news release include statements regarding the public offering, the issuance to Brookfield, including the intended use of proceeds and the anticipated closing date of the public offering, the future prospects of the assets that Brookfield Infrastructure operates and Brookfield Infrastructure's plans for growth through acquisitions. Although the Partnership believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on them, or any other forward looking statements or information in this news release. The future performance and prospects of the Partnership and Brookfield Infrastructure are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual results of the Partnership and Brookfield Infrastructure to differ materially from those contemplated or implied by the statements in this news release include general economic conditions in the United States and elsewhere, which may impact the markets for timber, the market for electricity transmission in Chile and related regulatory developments, the fact that success of the Partnership is dependent on market demand for an infrastructure company, which is unknown, the availability of equity and debt financing for Brookfield Infrastructure, the ability to effectively complete new acquisitions in the competitive infrastructure space and to integrate acquisitions into existing operations, and other risks and factors described in the documents filed by the Partnership with the securities regulators in Canada and the United States including under "Risk Factors" in the Partnership's most recent Annual Report on Form 20-F and other risks and factors that are described therein. Except as required by law, the Partnership undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.

For more information, please contact: Investors: Michael Botha Senior Vice President, Finance Brookfield Asset Management Inc. Tel: [phone] Email Email Contact