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

Press Release

April 15, 2025

EDMONTON, Alberta – 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, 5th 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.

Contact
Media Relations

Katherine Perron
(780) 392-5335
kperron@capitalpower.com

Investor Relations
Roy Arthur
(403) 736-3315
investor@capitalpower.com

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