Capital Power Announces $350 Million Bought Offering of Common Shares

Capital Power Corporation (TSX: CPX) (“Capital Power” or the “Company”) announced today that it has entered into an agreement with a syndicate of underwriters co-led by TD Securities and Scotiabank (collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 5,960,000 common shares of Capital Power (“Common Shares”) at an offering price of $58.80 per Common Share (the “Offering Price”) for total gross proceeds to the Company of approximately $350 million (the “Offering”).

The Underwriters have also been granted an option (the “Over-Allotment Option”) to purchase up to an additional 894,000 Common Shares at the Offering Price. The Over-Allotment Option is exercisable, in whole or in part, at any time for a period of 30 days following the closing of the Offering. If the Over-Allotment Option is exercised in full, total gross proceeds to the Company from the Offering will be approximately $403 million.

The Company intends to use the net proceeds from the Offering to fund future potential acquisitions and growth opportunities and for general corporate purposes. “North American power demand is undergoing unprecedented and multi-faceted growth, highlighting the need for reliable generation. Amid this backdrop, we are focused on opportunities to enhance our strategically positioned asset base but remain disciplined and focused on achieving our stated investment return thresholds. This financing, together with our recent renewable sell-down transaction, augments our strong balance sheet and positions us well to fund future growth opportunities,” said Avik Dey, President and Chief Executive Officer of Capital Power.

The Common Shares will be offered in all provinces and territories of Canada by way of a prospectus supplement (the “Prospectus Supplement”) to Capital Power’s base shelf prospectus dated June 12, 2024 (the “Base Shelf Prospectus”). The Prospectus Supplement will be filed with the securities commissions or securities regulatory authorities in all the provinces and territories of Canada on or before December 12, 2024. The Common Shares will also be offered on a private placement basis to “qualified institutional buyers” pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

Completion of the Offering is subject to customary conditions, including requirements of the TSX. Closing of the Offering is anticipated to occur on December 17, 2024.

All references to dollar amounts contained herein are to Canadian dollars.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No securities regulatory authority has either approved or disapproved of the contents of this press release. This announcement does not constitute an offer of securities for sale in the United States, nor may any securities referred to herein be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act, and the rules and regulations thereunder. The securities referred to herein have not and will not be registered under the U.S. Securities Act or any state securities laws, and except pursuant to exemptions from registration requirements of the U.S. Securities Act or any state securities laws, there is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States. Such securities may be offered in the United States only to “qualified institutional buyers” (as defined in and in reliance on Rule 144A under the U.S. Securities Act).

Access to the Base Shelf Prospectus, the Prospectus Supplement, and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days of the date hereof), accessible on the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca. The Common Shares are offered under the Prospectus Supplement. An electronic or paper copy of the Base Shelf Prospectus, the Prospectus Supplement (when filed), and any amendment to the documents may be obtained without charge, from TD Securities at 1625 Tech Avenue, Mississauga, Ontario L4W 5P5 Attention: Symcor, NPM, or by telephone at (289) 360-2009 or by email at sdcconfirms@td.com by providing the contact with an email address or address, as applicable. The Base Shelf Prospectus and Prospectus Supplement contain important, detailed information about the Company and the proposed Offering. Prospective investors should read the Base Shelf Prospectus and Prospectus Supplement (when filed) before making an investment decision.

Forward-looking InformationForward-looking information or statements included in this press release are provided to inform the Company’s shareholders and potential investors about management’s assessment of Capital Power’s future plans and operations. This information may not be appropriate for other purposes. The forward-looking information in this press release is generally identified by words such as will, anticipate, believe, plan, intend, target, and expect or similar words that suggest future outcomes. This press release includes forward-looking information and statements pertaining to the expected amount and intended use of the net proceeds of the Offering, any exercise of the Over-Allotment Option, the expected closing date of the Offering, North American power demand, the renewable sell-down transaction, and opportunities available to the Company.

These statements are based on certain assumptions and analyses made by Capital Power considering its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate including its review of purchased businesses and assets. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity natural gas, other energy and carbon prices, (ii) performance, (iii) business prospects and opportunities, (iv) the status of and impact of policy, legislation and regulations and (v) effective tax rates.

Whether actual results, performance or achievements will conform to Capital Power’s expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from Capital Power’s expectations. Such material risks and uncertainties include: (i) changes in electricity, natural gas and carbon prices in markets in which Capital Power operates and Capital Power’s use of derivatives, (ii) regulatory and political environments, including changes to environmental, climate, financial reporting, market structure and tax legislation, (iii) disruptions or price volatility within Capital Power’s supply chains, (iv) generation facility availability, wind capacity factor and performance, including maintenance expenditures, (v) ability to fund current and future capital and working capital needs, (vi) acquisitions, dispositions and developments, including timing and costs of regulatory approvals and construction, (vii) changes in the availability of fuel, (viii) the ability to realize the anticipated benefits of acquisitions and dispositions, (ix) limitations inherent in Capital Power’s review of acquired assets, (x) changes in general economic and competitive conditions, including inflation and the potential for a recession and (xi) changes in the performance and cost of technologies and the development of new technologies, and new energy efficient products, services and programs. See Risks and Risk Management in Capital Power’s Integrated Annual Report for the year ended December 31, 2023, prepared as of February 27, 2024, and Capital Power’s interim Management’s Discussion and Analysis for the three and nine months ended September 30, 2024, under Capital Power’s profile on SEDAR+ (www.sedarplus.ca), and other reports filed by Capital Power with Canadian securities regulators.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the specified approval date. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by applicable securities laws.

Territorial Acknowledgement

In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the Indigenous Peoples of Turtle Island, or North America. Capital Power’s head office is located within the traditional and contemporary home of many Indigenous Peoples of the Treaty 6 region and Métis Nation of Alberta Region 4. We acknowledge the diverse Indigenous communities that are located in these areas and whose presence continues to enrich the community.

About Capital Power

Capital Power (TSX: CPX) is a growth-oriented power producer with approximately 9,300 MW of power generation at 32 facilities across North America. We prioritize safely delivering reliable and affordable power communities can depend on, building clean power systems, and creating balanced solutions for our energy future. We are Powering Change by Changing Power™.

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