Capital Power Announces Closing of $667 Million Offering of Common Shares

EDMONTON, Alberta, April 22, 2025 (GLOBE NEWSWIRE) -- Capital Power Corporation (TSX: CPX) (“Capital Power” or the “Company”) announced today that it has completed its previously announced bought deal offering of 11,902,500 common shares of Capital Power (“Common Shares”), which included 1,552,500 Common Shares issued pursuant to the full exercise of the over-allotment option, at an offering price of $43.45 per Common Share (the “Offering Price”), for total gross proceeds of approximately $517 million (the “Public Offering”).

The Public Offering was first announced on April 14, 2025 when the Company entered into an agreement with a syndicate of underwriters led by TD Securities Inc. and CIBC Capital Markets. The Company subsequently announced that it had increased the size of the Public Offering on April 15, 2025.

Concurrently, the Company issued 3,455,000 Common Shares at the Offering Price to Alberta Investment Management Corporation on a private placement basis for gross proceeds of approximately $150 million (the “Private Placement”, and together with the Public Offering, the “Offerings”). TD Securities Inc. acted as the sole agent and bookrunner for the Private Placement.

The net proceeds of the Offerings will be used by Capital Power to fund a portion of the purchase price for the previously announced acquisition of 100% of the equity interests in Hummel Station, LLC, which owns the 1,124 MW Hummel Station, a combined-cycle natural gas facility in Shamokin Dam, Pennsylvania; and 100% of the equity interests in Rolling Hills Generating, L.L.C., which owns the 1,023 MW Rolling Hills plant, a combustion turbine natural gas facility in Wilkesville, Ohio (together, the “Acquisition”). The Acquisition is expected to close in the third quarter of 2025, subject to receipt of regulatory approvals and the satisfaction of other customary closing conditions. Details of the Acquisition and the Offerings were announced on April 14, 2025.

The closing of the Offerings was not conditional upon the completion of the Acquisition. If the Acquisition is not completed, the Company intends to use the net proceeds from the Offerings to finance future growth opportunities including acquisitions, finance its capital development expenditures, reduce its outstanding indebtedness or for other general corporate purposes.

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

U.S. Securities Laws Disclosures

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 United States Securities Act of 1933, as amended (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).

Forward-looking Information

This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws. Such forward-looking information is provided to inform the Company’s shareholders and potential investors about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as “anticipate”, “proposed”, “estimated”, “estimates”, “would”, “expects”, “intends”, “plans”, “may”, “will”, and similar expressions, although not all forward-looking information contain these identifying words.

This press release includes forward-looking information and statements pertaining to the Acquisition, including the expected timing of the closing of the Acquisition and expectations regarding the use of proceeds of the Offerings.

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 believe appropriate, including those related to performance, business prospects and opportunities, the status of and impact of policy, legislation and regulations and effective tax rates.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions are subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company’s expectations. Such material risks and uncertainties are: (i) changes in electricity, natural gas and carbon prices in markets in which Capital Power operates and the 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 the Company’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 (including the Acquisition) and developments including timing and costs of regulatory approvals and construction; (vii) changes in market prices and the availability of fuel; (viii) ability to realize the anticipated benefits of acquisitions (including the Acquisition) and dispositions; (ix) limitations inherent in the Company’s review of acquired assets; (x) changes in general economic and competitive conditions, including inflation; and (xi) changes in the performance and cost of technologies and the development of new technologies, 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, 2024, prepared as of February 25, 2025, and other reports filed by Capital Power with Canadian securities regulators.

The forward-looking information in this news release reflects the Company’s current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.

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 is a growth-oriented power producer with approximately 10 GW of power generation at 30 facilities across North America. We prioritize safely delivering reliable and affordable power communities can depend on, building lower-carbon power systems, and creating balanced solutions for our energy future. We are Powering Change by Changing Power^TM.

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