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Northland Power Income Fund merges with Northland Power

Fasken
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Northland Power Income Fund (Independent Trustees)

On July 16, 2009, Northland Power Income Fund (TSX: NPI.UN) (the "Fund") announced that it had merged with Northland Power Inc. ("NPI ") the parent of the external manager of the Fund, through the acquisition of all of the issued and outstanding shares of NPI from Northland Power Holdings Inc. The completion of the acquisition and related transactions was subject to Unitholder approval which was received earlier that day.

The purchase price paid by the Fund consisted of securities exchangeable into Units of the Fund, a portion of which are contingent upon NPI's development activities resulting in value to the Fund in excess of agreed upon thresholds. The transaction was a related party transaction under applicable securities laws and therefore required an independent valuation. The valuator valued NPI at $322 to $421 million.

Northland Power Income Fund is a Canadian income trust that indirectly owns equity interests in six power projects, which efficiently and cleanly produce electricity and steam for sale under long-term contracts. NPI is one of Canada's leading power developers, owners and operators. In addition to acting as manager of the Fund, NPI has completed power generation projects totaling more than 740 MW of capacity and financings totaling over $2 billion.

The Independent Trustees of the Fund unanimously recommended that unitholders approve the merger. Fasken Martineau advised the Independent Trustees in connection with the transaction with a team led by Bill Orr and assisted by Sean Stevens, Brad Freelan and Peter Armstrong (corporate), Mitchell Thaw and Paul Casuccio (tax), Armand Benitah (IP), Rosalind Cooper (environmental), Rick Johnston (pensions), Ralph Nero and Sara Parchello (labour and employment) and Dan Law (real property).

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