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Press release from Marketwire

Northland Power Inc. Announces $120 Million Preferred Share Offering

Monday, May 14, 2012

Northland Power Inc. Announces $120 Million Preferred Share Offering10:14 EDT Monday, May 14, 2012TORONTO, ONTARIO--(Marketwire - May 14, 2012) -NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. Northland Power Inc. ("Northland Power" or the "Company") (TSX:NPI.UN) announced today that it will issue in Canada a total of 4.8 million Cumulative Rate Reset Preferred Shares, Series 3 (the "Series 3 Preferred Shares"), at a price of $25.00 per share, for aggregate gross proceeds of $120 million, on a bought deal basis to a syndicate of underwriters led by CIBC, BMO Capital Markets and Scotiabank.The holders of Series 3 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of $1.25 per share, payable quarterly, as and when declared by the Board of Directors of the Company. The Series 3 Preferred Shares will yield 5.00% annually at the issue price, for the initial five-year period ending December 31, 2017. The first dividend payment date is scheduled for June 29, 2012, based on an anticipated closing date of May 24, 2012. The dividend rate will reset on December 31, 2017 and every five years thereafter at a rate equal to the then five-year Government of Canada Bond yield plus 3.46%. The Series 3 Preferred Shares are redeemable on or after December 31, 2017.The holders of Series 3 Preferred Shares will have the right to convert their shares into Cumulative Floating Rate Preferred Shares, Series 4 (the "Series 4 Preferred Shares"), subject to certain conditions, on December 31, 2017 and on December 31 of every fifth year thereafter. The holders of Series 4 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors, at a rate equal to the then three month Government of Canada Treasury Bill yield plus 3.46%.The Company intends to use the net proceeds of the offering to fund the equity portion of its first six ground mounted solar projects, fund additional ground mounted solar project development, repay bank indebtedness, replenish working capital, and for general corporate purposes.The Series 3 and Series 4 Preferred Shares will be offered to the public in Canada by way of a prospectus supplement that will be filed with securities regulatory authorities in each of the provinces of Canada, to the existing short form base shelf prospectus, dated March 23, 2012. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor will there be any sale of these securities, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.ABOUT NORTHLANDNorthland Power Inc. (TSX:NPI) owns or has a net economic interest in 1,005 MW of operating generating capacity, and 260 MW of generating capacity in advanced construction. Northland is also actively developing 340 MW of wind, solar and run-of-river hydro projects awarded PPAs and approximately 2,200 MW of additional power generation opportunities. Northland's assets comprise facilities that produce electricity from "clean" natural gas and "green" renewable sources such as wind, solar and biomass. Electricity generation and capacity is primarily sold under long-term contracts with creditworthy customers. Northland's operating thermal power assets are located in the provinces of Ontario and Saskatchewan, Canada, and include the 120 MW Iroquois Falls cogeneration facility, the 110 MW Kingston combined-cycle power facility, the 265 MW Thorold cogeneration facility, the 86 MW Spy Hill peaking facility and an economic interest in two natural-gas- and biomass-fired generation facilities as well as a 19% equity interest in the 230 MW Panda-Brandywine combined-cycle power facility located outside Washington, D.C. Northland's operating renewable power facilities include the 128 MW Jardin d'Eole wind farm and the 100 MW Mont Louis wind farm both located in Quebec, two wind farms totaling 22 MW of installed capacity located in Germany and several rooftop solar power facilities in Ontario. Northland owns the 260 MW North Battleford project, which is currently under construction in Saskatchewan, Canada. Northland's cash flows are diversified over five geographically separate regions and regulatory jurisdictions.Northland's common shares, Series 1 preferred shares and convertible debentures trade on the Toronto Stock Exchange under the symbols NPI, NPI.PR.A and NPI.DB.A, respectively.Forward-Looking StatementsThis release contains certain forward-looking statements which are provided for the purpose of presenting information about management's current expectations and plans. Readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects," "anticipates," "plans," "believes," "estimates," "intends," "targets," "projects," "forecasts" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may," "will," "should," "would" and "could." These statements may include, without limitation, statements regarding future EBITDA, cash flows and dividend payments, the construction, completion, attainment of commercial operations, cost and output of development projects, plans for raising capital, and the operations, business, financial condition, priorities, ongoing objectives, strategies and outlook of Northland and its subsidiaries. These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements, including the design specifications of development projects, the provisions of contracts to which Northland or a subsidiary is a party, management's current plans, its perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate in the circumstances. Although these forward-looking statements are based upon management's current reasonable expectations and assumptions, they are subject to numerous risks and uncertainties. Some of the factors that could cause results or events to differ from current expectations include, but are not limited to, construction risks, counterparty risks, operational risks, the variability of revenues from generating facilities powered by intermittent renewable resources and the other factors described in the "Risks and Uncertainties" section of Northland's 2011 Annual Report and Annual Information Form, both of which can be found at www.sedar.com under Northland's profile and on Northland's website www.northlandpower.ca.Northland's actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.The forward-looking statements contained in this release are based on assumptions that were considered reasonable on May 14, 2012. Other than as specifically required by law, Northland undertakes no obligation to update any forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.FOR FURTHER INFORMATION PLEASE CONTACT: Adam BeaumontNorthland Power Inc.Director of Finance647-288-1929(416) 962-6266 (FAX)investorrelations@northlandpower.cawww.northlandpower.ca