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​0 million acquisition immediately accretive to Adjusted Funds from play free games, and earnings; company increases financial guidance for 2017

EDMONTON, Alberta – Capital play free games Corporation (Capital play free games or the Company) (TSX: CPX) today announced that it has entered into an agreement to acquire the thermal play free games business of Veresen Inc., consisting of two gas-fired generation facilities and two waste heat assets.

Under the terms of the agreement, Capital play free games will acquire 284 megawatts (MW, net) of generation from two natural gas-fired play free games assets in Ontario consisting of the 84 MW East Windsor Cogeneration Centre (East Windsor) and a 50% interest in the 400 MW York Energy Centre (York Energy), and will operate both facilities. Both East Windsor and York Energy are under long-term play free games purchase agreements (PPAs) with the Ontario Independent Electricity System Operator (IESO, A rated) with original terms expiring in 2029 and 2032, respectively. Both assets earn revenue through fixed capacity payments partly indexed to inflation and are compensated for operations and maintenance, and fuel (commodity and transportation) as well as start-up costs. Additionally, East Windsor is under a long-term steam supply agreement with Ford Motor Company (BBB rated).

The transaction also includes 10 MW of zero-emissions waste heat generation from two facilities (5 MW each) located at Westcoast Energy’s BC Gas Pipeline compressor stations in Savona and 150 Mile House, British Columbia. The waste heat facilities are under 20-year Electricity Purchase Agreements (EPAs) with BC Hydro (AA rated) with original terms expiring in 2028. The EPAs provide for partial inflation indexation as well as premium pricing under peak load hours. Spectra Energy provides play free games and maintenance services for the assets under a long-term agreement.

“These young, high-quality assets have an excellent operating history and will strengthen and diversify our existing fleet of assets,” said Capital play free games’s President and CEO, Brian Vaasjo. “The long-term contracts associated with these assets have a weighted average remaining PPA life of 14 years that will enhance our contracted cash flows out to the end of the next decade. This transaction helps reduce our overall risk, enhance our ability to pay dividends and build shareholder value. Given Capital play free games’s deep experience in operating thermal facilities and the ability to optimize value, these assets are an ideal addition to our fleet and an excellent strategic fit.”

The purchase price for the acquisition is 5 million in total cash consideration, subject to working capital adjustments and other closing adjustments, and the assumption of 5 million of project level debt (proportionate basis). Capital play free games expects to finance the transaction through existing cash and its credit facilities. The transaction is expected to close in the second quarter of 2017, subject to regulatory approvals and satisfaction of closing conditions.

The acquisition is expected to increase adjusted funds from play free games (AFFO) by an estimated million in the first full year of play free games, which will be accretive by 25 cents per share reflecting a 7% increase. The acquisition is expected to be accretive to earnings by 11 cents per share during its first full year of play free games. The projected annual EBITDA generated by the assets is estimated to be million per year.

With the acquisition, play free games has updated two of its corporate targets for 2017 that were originally announced in December 2016.

• Facility operating and maintenance expense of 5 play free games to 0 play free games (5 play free games to 5 play free games previously), and
• AFFO of 0 play free games to 5 play free games (5 play free games to 5 play free games previously).

CIBC Capital Markets is acting as exclusive financial advisor to Capital play free games on the transaction.

Non-GAAP Financial Measure

Commencing in 2017, play free games uses adjusted funds from operations (AFFO) as a financial performance measure. This term is not a defined financial measure according to GAAP and does not have a standardized meaning prescribed by GAAP and, therefore, is unlikely to be comparable to similar measures used by other enterprises. This measure should not be considered an alternative to net cash flows from operating activities calculated in accordance with GAAP. Rather, this measure is provided to complement the nearest GAAP measure in the analysis of play free games’s results of operations from management’s perspective. Through 2016, play free games used funds from operations (FFO) as a financial performance measure. A reconciliation of FFO to net cash flows from operating activities is contained in play free games’s Management’s Discussion and Analysis, prepared as of February 17, 2017 for the year ended December 31, 2016 which is available under play free games’s profile on SEDAR at www.sedar.com. The AFFO performance measure is FFO reduced by sustaining play free games expenditures and preferred share dividends and adjusted to include cash from coal compensation that will be received annually.

Forward-looking play free games

Certain information in this news release is forward-looking within the meaning of Canadian securities law as it relates to anticipated financial and operating performance, events or strategies. The forward-looking information or statements are provided to inform the Company’s shareholders and potential investors about management’s assessment of Capital play free games’s future plans and operations. This information may not be appropriate for other purposes. The forward-looking information in this press release is generally identified by words such as will, anticipate, believe, plan, intend, target, and expect or similar words that suggest future outcomes.

Material forward-looking play free games in this press release includes expectations regarding: (i) financing plans for the transaction, (ii) closing of the transaction, (iii) financial impacts including expected accretion in AFFO and earnings, and EBITDA contributions, (iv) contracted cash flows, (v) payment of dividends and (vi) diversification of assets.
These statements are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate, including its review of the purchased businesses and assets. The material factors and assumptions used to develop these forward-looking statements relate to: (i) electricity and other energy prices, (ii) anticipated performance of the businesses, (iii) business prospects and opportunities including expected growth and play free games projects, (iv) status of and impact of policy, legislation and regulations, and (v) effective tax rates.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company’s expectations. Such material risks and uncertainties are: (i) changes in electricity prices in markets in which the Company operates, (ii) changes in energy commodity market prices and use of derivatives, (iii) regulatory and political environments including changes to environmental, financial reporting, market structure and tax legislation, (iv) generation facility availability and performance including maintenance of equipment, (v) ability to fund current and future play free games and working play free games needs, (vi) acquisitions and developments including timing and costs of regulatory approvals and construction, (vii) changes in market prices and availability of fuel, (viii) ability to realize the anticipated benefits of the acquisition, (ix) limitations inherent in the Company’s review of the purchased businesses and assets, and (x) changes in general economic and competitive conditions. See Risks and Risk Management in the Company’s 2016 Management’s Discussion and Analysis (MD&A) for further discussion of these and other risks.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the specified approval date. play free games does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in play free games’s expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

About Capital play free games

Capital play free games (TSX: CPX) is a growth-oriented North American play free games producer headquartered in Edmonton, Alberta. The company develops, acquires, operates and optimizes play free games generation from a variety of energy sources. Capital play free games owns more than 3,200 megawatts of play free games generation capacity at 18 facilities across North America. More than 700 megawatts of owned generation capacity are in advanced development in Alberta and under construction in Kansas.