CK Infrastructure Holdings Limited (SEHK:1038), Power Assets Holdings Limited (SEHK:6) and Canadian Power Holdings Inc. (CPHI) entered into a share and debt purchase agreement to acquire PSS Renewables Holdings Inc. from InstarAGF Essential Infrastructure LP managed by InstarAGF Asset Management Inc. for CAD 53.3 million on February 4, 2021. The consideration is subject to an upward adjustment based on the estimated working capital position of the Target Group as at the closing Date. Pursuant to the agreement, CK Infrastructure Holdings Limited and Power Assets Holdings Limited will acquire sale shares and CPHI has agreed to purchase and accept the assignment of the debt representing all the indebtedness owed by PSS Renewables Holdings Group to InstarAGF from InstarAGF Asset Management. CK Infrastructure Holdings (CKI) and Power Assets Holdings has irrevocably committed and undertaken in favour of InstarAGF and CPHI that that it shall provide or cause the provision of funding to the buyers for their payment of 50% of the estimated consideration at closing. CPHI will be provided acquisition funds up to CAD 70 million, by way of loan to CPHI and/or subscription of new shares of CPHI in such proportion as requested by CPHI, on a 50:50 basis to fund the acquisition and the payment of the related transaction costs. CPHI agreed to lend a loan in an amount equal to the Share Purchase Price to Power Assets Holdings and CKI for the equity acquisition. As at September 30, 2020, the unaudited net asset value of PSS Holdings was CAD 23 million.

The closing of the transaction is subject to all requisite consent and approvals of and notices to the relevant governmental authorities and third parties for the transactions having been duly obtained, all requisite consent, notice or waiver under relevant agreements that the Target Group had entered into with third parties with respect to the transaction having been duly obtained, the relevant members of the Target Group having entered into certain service, maintenance, warranty and technical availability guarantee agreements with respect to the Okanagan Wind projects with the relevant service providers and such agreements being in full force and effect, InstarAGF having caused the conversion of certain intercompany balances within the Target Group into partnership units of the relevant subsidiaries of PSS LP, the representations and warranties of the parties made in the Share and Debt Purchase Agreement being true and correct as of the Closing Date and others. Closing shall take place on the date that is 12 Business Days after the day on which conditions have been satisfied or waived or on such other date as the parties may agree. The transaction is expected to close towards the end of second quarter of 2021. In the event that closing does not take place before the close of business on the Long Stop Date of June 30, 2021, either party may terminate the agreement. CIBC Capital Markets is acting as financial advisor and Stikeman Elliott LLP is acting as legal advisor to CPHI.