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Capstone Infrastructure and Renewable Energy Developers Announce Completion of Plan of Arrangement

  Capstone Infrastructure and Renewable Energy Developers Announce Completion
  of Plan of Arrangement

Business Wire

TORONTO -- October 1, 2013

Capstone Infrastructure Corporation (“Capstone”) (TSX: CSE; CSE.PR.A;
CSE.DB.A) and Renewable Energy Developers Inc. (“ReD”) (TSX: RDZ; RDZ.DB) are
pleased to announce the successful completion of the previously announced plan
of arrangement (the “Arrangement”) pursuant to which, among other things,
Capstone acquired all of the issued and outstanding common shares of ReD
(each, a “ReD Share”).

Pursuant to the Arrangement, the former holders of ReD Shares received 0.26 of
a common share in the capital of Capstone (each whole common share, a
“Capstone Share”) and $0.001 in cash in exchange for each ReD Share held. In
addition, all outstanding options to purchase ReD Shares (each a “ReD Option”)
were  exchanged for an option exercisable to acquire Capstone Shares (each, a
“Replacement Option”). The Replacement Options will entitle the holders
thereof to purchase the number of Capstone Shares equal to 0.26026 multiplied
by the number of ReD Shares subject to the ReD Options being replaced. The
obligations of ReD with respect to its outstanding common share purchase
warrants have been assumed by Capstone in accordance with the terms of the
warrant indenture, and each such warrant will now be exercisable to receive
0.26 of a Capstone Share and $0.001 in cash. Also pursuant to the Arrangement,
the 6.75% convertible unsecured subordinated debentures of ReD due December
31, 2017 (the “ReD Debentures”) became convertible into Capstone Shares and
cash pursuant to the terms of the debenture indenture, but will remain
outstanding obligations of ReD.

With the completion of the Arrangement, it is anticipated that the ReD Shares
will be delisted from the Toronto Stock Exchange (the “TSX”) as soon as
practicable. ReD is now a subsidiary of Capstone, but will remain a reporting
issuer in all of the provinces of Canada as the ReD Debentures will remain
outstanding obligations of ReD and continue to be listed on the TSX under the
symbol “RDZ.DB”.

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 comprises investments in Canada’s
power infrastructure, including gas cogeneration, wind, hydro, biomass and
solar power generating facilities, representing approximately net 465
megawatts of installed capacity, and contracted wind power development
projects totalling net 79 megawatts of capacity. Capstone also invests in
utilities, including 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.

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 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.

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 risks related to the integration of Capstone’s and ReD’s
businesses. 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.

Contact:

Capstone Infrastructure Corporation
Sarah Borg-Olivier, 416-649-1325
Senior Vice President, Communications
sborg-olivier@capstoneinfrastructure.com
 
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