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Press release from Marketwire

Capital Power Corporation and EPCOR Announce $201.6 Million Secondary Offering of Common Shares

Tuesday, October 01, 2013

Capital Power Corporation and EPCOR Announce $201.6 Million Secondary Offering of Common Shares

16:30 EDT Tuesday, October 01, 2013

EDMONTON, ALBERTA--(Marketwired - Oct. 1, 2013) -

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

Capital Power Corporation (TSX:CPX) ("Capital Power") and EPCOR Utilities Inc. ("EPCOR") announced today that EPCOR has entered into an agreement with a syndicate of underwriters, co-led by RBC Capital Markets, CIBC and Scotiabank, as bookrunners, for a secondary offering by a subsidiary of EPCOR, on a bought deal basis, of 9,600,000 common shares of Capital Power at an offering price of $21.00 per common share. Capital Power will not receive any of the proceeds ($201.6 million, before giving effect to the over-allotment option) from the sale of common shares by EPCOR's subsidiary.

The underwriters have also been granted an option to purchase up to an additional 1,440,000 common shares at the issue price to cover over-allotments, if any, for additional gross proceeds of approximately $30,240,000. The over-allotment option is exercisable, in whole or in part, by the underwriters at any time up to 30 days after the closing of the offering. Capital Power will not receive any proceeds from the exercise of the over-allotment option.

The proceeds from the current offering will be used by EPCOR for repayment of commercial paper indebtedness and for general corporate purposes. After giving effect to this offering, but before giving effect to the over-allotment option, EPCOR will indirectly own approximately 19.0% of the common shares of Capital Power on a fully diluted basis. EPCOR plans to eventually sell all or a substantial portion of its remaining interest in Capital Power subject to market conditions, its requirements for capital and other circumstances that may arise in the future.

The common shares will be offered in all provinces and territories of Canada by way of a prospectus supplement to a base shelf prospectus of Capital Power. The offering will also be extended to Qualified Institutional Buyers in the United States pursuant to the exemptions from registration provided by Rule 144A of the Securities Act of 1933, as amended (the "U.S. Securities Act"). Closing of the offering is expected to occur on or about October 10, 2013.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Capital Power in the United States or in any jurisdiction in which such offer, solicitation of sale would be unlawful. These securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

Forward-Looking Information

Certain information in this news release relating to EPCOR is forward-looking within the meaning of Canadian securities laws as it relates to anticipated financial performance, events or strategies. When used in this context, words such as "will", "anticipate", "believe", "plan", "intend", "target" and "expect" or similar words suggest future outcomes. The purpose of forward-looking information is to provide investors with management's assessment of future plans and possible outcomes and may not be appropriate for other purposes.

Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, EPCOR disclaims any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

About Capital Power

Capital Power (TSX:CPX) is a growth-oriented North American power producer headquartered in Edmonton, Alberta. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,600 megawatts of power generation capacity at 16 facilities across North America. An additional 595 megawatts of owned generation capacity is under construction or in advanced development in Alberta and Ontario. Capital Power's website is: www.capitalpower.com.

About EPCOR Utilities Inc.

EPCOR's wholly-owned subsidiaries build, own and operate electrical transmission and distribution networks, water and wastewater treatment facilities and infrastructure in Canada and the United States. The company's subsidiaries also provide electricity and water services and products to residential and commercial customers. EPCOR, headquartered in Edmonton, Alberta, is an Alberta Top 60 employer. EPCOR's website is www.epcor.com.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
Capital Power - Media Relations:
Michael Sheehan
(780) 392-5222
msheehan@capitalpower.com


Capital Power - Investor Relations:
Randy Mah
(780) 392-5305 or (866) 896-4636 (toll-free)
investor@capitalpower.com
www.capitalpower.com


EPCOR Utilities Inc. - Media Relations:
Tim LeRiche
(780) 969-8238
tleriche@epcor.com


EPCOR Utilities Inc. - Corporate Relations:
Claudio Pucci
(780) 969-8245 or (877) 969-8280 (toll-free)
cpucci@epcor.com
www.epcor.com

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