Capstone Infrastructure’s Acquisition of Renewable Energy Developers Receives Shareholder Approval

  Capstone Infrastructure’s Acquisition of Renewable Energy Developers
  Receives Shareholder Approval

Business Wire

TORONTO -- September 4, 2013

Capstone Infrastructure Corporation (“Capstone”) (TSX:CSE) (TSX:CSE.PR.A)
(TSX:CSE.DB.A) and Renewable Energy Developers Inc. (“ReD”) (TSX:RDZ) are
pleased to announce that ReD and Capstone received, at their respective
special meetings of shareholders held today, the required shareholder
approvals for the previously announced plan of arrangement pursuant to which,
among other things, Capstone will acquire all of the issued and outstanding
common shares of ReD (the “Arrangement”).

At the meeting of Capstone shareholders, Capstone received shareholder
approval for the issuance of Capstone common shares to securityholders of ReD
pursuant to the Arrangement. Proxies were received from 37.8% of the
outstanding Capstone common shares, with 98.9% of the shares represented by
such proxies being voted in favour of the share issuances.

At the meeting of ReD shareholders, 38.3% of the eligible ReD common shares
were voted, with 99.7% of the common shares being voted in favour of the
Arrangement. In addition, the Arrangement was approved by a majority of the
minority shareholders, as required by securities laws and the interim order of
the court relating to the Arrangement.

Closing of the Arrangement is expected to occur within 30 days, subject to
satisfaction of the conditions to the Arrangement, including receipt of
regulatory approvals and certain third party consents.

Capstone Infrastructure Corporation

Capstone’s mission is to build and responsibly manage a high quality portfolio
of infrastructure businesses in Canada and internationally in order to deliver
a superior total return to shareholders by providing reliable income and
capital appreciation. Capstone’s portfolio currently includes investments in
gas cogeneration, wind, hydro, biomass and solar power generating facilities,
representing approximately 370 MW of installed capacity, a 33.3% interest in a
district heating business in Sweden, and a 50% interest in a regulated water
utility in the United Kingdom. For more information, please visit
www.capstoneinfrastructure.com.

Renewable Energy Developers Inc.

ReD is dedicated to the development, ownership and operation of renewable
energy projects. Through project development efforts, acquisitions,
partnerships and joint ventures, ReD provides its shareholders with income and
growth from the renewable power generation sector of the energy industry. For
more information, please visit www.red-inc.ca.

Notice to Readers

Certain information presented in this news release contains “forward-looking
information” within the meaning of Canadian securities legislation and
“forward-looking statements” within the meaning of the United States Private
Securities Litigation Reform Act of 1995 (collectively, “forward-looking
statements”). These forward-looking statements are made as of the date of this
news release. Forward-looking statements are provided for the purpose of
presenting information about Capstone’s and ReD’s management’s current
expectations and plans relating to the future and readers are cautioned that
such statements may not be appropriate for other purposes. These statements
use forward-looking words, such as “anticipate”, “continue”, “could”,
“expect”, “may”, “will”, “estimate”, “plan”, “believe” or other similar words,
and include, among other things, statements concerning the timing and
implementation of the Arrangement, the integration of ReD and Capstone, growth
of the combined entity, and the effect of development projects in ReD’s
pipeline on Capstone’s cashflow. These statements are subject to known and
unknown risks and uncertainties that may cause actual results or events to
differ materially from those expressed or implied by such statements and,
accordingly, should not be read as guarantees of future performance or
results. The forward-looking statements within this document are based on
information currently available and what Capstone and ReD currently believe
are reasonable assumptions, including the material assumptions set out in
Capstone’s and ReD’s most recent interim and annual financial statements and
management’s discussion and analysis of the results of operations and the
financial condition of Capstone and ReD filed on www.sedar.com.

Other potential material factors or assumptions that were applied in
formulating the forward-looking statements contained herein include or relate
to the following: that the Arrangement will be completed by the end of the
third quarter of 2013; that the business and economic conditions affecting
Capstone’s and ReD’s operations will continue substantially in their current
state, including, with respect to industry conditions, general levels of
economic activity, regulations, weather, taxes and interest rates; that there
will be no material delays in ReD’s power infrastructure development projects
achieving commercial operation; that Capstone’s and ReD’s power infrastructure
facilities will experience normal wind, hydrological and solar irradiation
conditions, and ambient temperature and humidity levels; an effective
TransCanada Pipeline gas transportation toll of approximately $1.95 per
gigajoule in 2013; that there will be no material change in the level of gas
mitigation revenue historically earned by Capstone’s Cardinal facility; that
there will be no material changes to Capstone’s or ReD’s facilities, equipment
or contractual arrangements, no material changes in the legislative,
regulatory and operating framework for Capstone’s or ReD’s businesses, no
material delays in obtaining required approvals and no material changes in
rate orders or rate structures for Capstone’s or ReD’s power infrastructure
facilities, Capstone’s Värmevärden business or Capstone’s Bristol Water
business, no material changes in environmental regulations for Capstone’s and
ReD’s power infrastructure facilities, Värmevärden or Bristol Water and no
significant event occurring outside the ordinary course of business; that the
amendments to the regulations governing the mechanism for calculating the
Global Adjustment (which affects the calculation of the direct customer rate
escalator under the power purchase agreement (“PPA”) for the Cardinal facility
and price escalators under the PPAs for the hydro power facilities located in
Ontario) will continue in force; that there will be no material change to the
accounting treatment for Bristol Water’s business under International
Financial Reporting Standards, particularly with respect to accounting for
maintenance capital expenditures; that there will be no material change to the
amount and timing of capital expenditures by Bristol Water; that there will be
no material changes to the Swedish Krona to Canadian dollar and UK pound
sterling to Canadian dollar exchange rates; and that Bristol Water will
operate and perform in a manner consistent with the regulatory assumptions
underlying Asset Management Plan 5, including, among others: real and
inflationary increases in Bristol Water’s revenue, Bristol Water’s expenses
increasing in line with inflation, and capital investment, leakage, customer
service standards and asset serviceability targets being achieved.

Although Capstone and ReD believe that they have a reasonable basis for the
expectations reflected in these forward-looking statements, actual results may
differ from those suggested by the forward-looking statements for various
reasons, including: the conditions of the Arrangement not being satisfied;
risks related to the integration of Capstone’s and ReD’s businesses; risks
related to Capstone’s securities (dividends on common shares and preferred
shares are not guaranteed; volatile market price for Capstone’s securities;
shareholder dilution; and convertible debentures credit risk, subordination
and absence of covenant protection); risks related to Capstone and ReD and
their respective businesses (availability of debt and equity financing;
default under credit agreements and debt instruments; geographic
concentration; foreign currency exchange rates; acquisitions and development;
environmental, health and safety; changes in legislation and administrative
policy; and reliance on key personnel); risks related to Capstone’s and ReD’s
power infrastructure facilities (PPAs; operational performance; fuel costs and
supply; contract performance; land tenure and related rights; environmental;
regulatory environment); risks related to Bristol Water (UK Water Services
Regulation Authority (Ofwat) price determinations; failure to deliver capital
investment programs; economic conditions; operational performance; failure to
deliver water leakage target; service incentive mechanism and the
serviceability assessment; pension plan obligations; regulatory environment;
competition; seasonality and climate change; and labour relations); and risks
related to Värmevärden (operational performance; fuel costs and availability;
industrial and residential contracts; environmental; regulatory environment;
and labour relations). Additional information regarding such risks and
uncertainties is provided under the heading “Risk Factors” in the management
information circular of Capstone dated August 2, 2013 and under the heading
“The Arrangement – Risks Associated with the Arrangement” in the management
information circular of ReD dated August 1, 2013 filed on www.sedar.com.

The assumptions, risks and uncertainties described above are not exhaustive
and other events and risk factors could cause actual results to differ
materially from the results and events discussed in the forward-looking
statements. The forward-looking statements within this news release reflect
current expectations of Capstone and ReD as at the date of this document and
speak only as at the date of this document. Except as may be required by
applicable law, Capstone and ReD do not undertake any obligation to publicly
update or revise any forward-looking statements.

The securities described herein have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)
or any U.S. state securities laws, and may not be offered or sold in the
United States or to, or for the account or benefit of, United States persons
absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities
laws. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall
there be any sale or issuance of these securities in any jurisdiction in which
such offer, solicitation, issuance or sale would be unlawful.

This document is not an offer or invitation for the subscription or purchase
of or a recommendation of securities. It does not take into account the
investment objectives, financial situation and particular needs of any
investors. Before making an investment in Capstone or ReD, an investor or
prospective investor should consider whether such an investment is appropriate
to their particular investment needs, objectives and financial circumstances
and consult an investment adviser if necessary.

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Contact:

Capstone Infrastructure Corporation
Michael Smerdon, 416-649-1300
Executive Vice President and CFO
msmerdon@capstoneinfrastructure.com
or
Renewable Energy Developers Inc.
Jeff Jenner, CA, CBV, 647-476-7580
President and Chief Executive Officer
jjenner@red-inc.ca
 
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