Capital Power Announces Upsizing of Previously Announced Bought Offering of Common Shares

BASE SHELF PROSPECTUS IS ACCESSIBLE, AND PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS, ON SEDAR+

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

/EIN News/ -- EDMONTON, Alberta, April 15, 2025 (GLOBE NEWSWIRE) -- Capital Power Corporation (TSX: CPX) (“Capital Power” or the “Company”) announced today that it has increased the size of its previously announced bought deal offering. Pursuant to the amended terms, the syndicate of underwriters co-led by TD Securities and CIBC Capital Markets (collectively the “Underwriters”) have agreed to purchase, on a bought deal basis, 10,350,000 common shares of Capital Power (“Common Shares”) at an offering price of $43.45 per Common Share (the “Offering Price”) for total gross proceeds to the Company of approximately $450 million (the “Public Offering”).

The Underwriters have also been granted an option (the “Over-Allotment Option”) to purchase up to an additional 1,552,500 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 Public Offering. If the Over-Allotment Option is exercised in full, total gross proceeds to the Company from the Public Offering will be approximately $517 million.

The gross proceeds of the Public Offering, and the private placement previously announced on April 14, 2025 (the "Private Placement") will be used by Capital Power to fund a portion of the purchase price for the previously announced acquisition of Hummel Station, LLC and Rolling Hills Generating, L.L.C. (the "Acquisition"). The closings of the Public Offering and the Private Placement are not conditional upon the completion of the Acquisition. If the Acquisition is not completed, the Company intends to use the net proceeds from the Public Offering and the Private Placement to finance future growth opportunities including acquisitions, finance its capital development expenditures, reduce its outstanding indebtedness or for other general corporate purposes.

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 April 16, 2025. 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 Public Offering and the Private Placement are subject to customary conditions, including requirements of the TSX. Closings of the Public Offering and the Private Placement are anticipated to occur on April 22, 2025.

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 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 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 Inc. at (i) 1625 Tech Avenue, Mississauga, Ontario L4W 5P5 Attention: Symcor, NPM; (ii) by telephone at (289) 360-2009; or (iii) by email at sdcconfirms@td.com or from CIBC Capital Markets at (i) 161 Bay Street, 5^th Floor, Toronto, ON M5J 2S8; (ii) by telephone at (416) 956-6378; or (iii) by email at mailbox.canadianprospectus@cibc.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 Public Offering. Prospective investors should read the Base Shelf Prospectus and Prospectus Supplement (when filed) before making an investment decision.

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 expected amount and intended use of net proceeds of the Public Offering and the Private Placement, any exercise of the Over-Allotment Option, the expected closings of the Public Offering and Private Placement, the Acquisition and the availability of future growth opportunities 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 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 Territory 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 clean power systems, and creating balanced solutions for our energy future. We are Powering Change by Changing Power^TM.

For more information, please contact:

Media Relations: Katherine Perron (780) 392-5335

Investor Relations: Noreen Farrell (403) 461-5236