Countryside Power Income Fund Closes Offering

On November 14, 2005, Countryside Power Income Fund (the Fund) completed a bought deal financing of 4,720,000 trust units at $9.35 per unit to raise gross proceeds of $44 million and US$55 million aggregate principal amount of 6.25 per cent exchangeable unsecured subordinated debentures due October 31, 2012. The debentures, which were issued by Countryside Canada Power Inc., a subsidiary of the Fund, are exchangeable into trust units of the Fund and were listed on the Toronto Stock Exchange. In connection with the financing, the Fund also amended its senior credit facilities.

The trust units and debentures were sold to a syndicate of underwriters led by CIBC World Markets Inc. and RBC Capital Markets that included TD Securities Inc., BMO Nesbitt Burns Inc. and National Bank Financial Inc.

In Canada, Countryside was represented by Goodmans LLP with a team that included Bob Vaux, Bill Gorman, Piran Thillainathan and Kirk Rauliuk (corporate/securities), Jeff Citron (commercial) and Mitch Sherman and Peter Jovicic (tax). Gary Steinhart and Jason Arbuck of Cassels Brock & Blackwell LLP represented the Fund in connection with the amendment to its senior credit facilities. In the US, Countryside was represented by Nixon Peabody LLP with a team that included Greg Blasi (corporate), Stefan Boshkov (tax), Mats Carlston (banking and finance), Bob Daileader and Howard Golub (energy), Moko Hirayama (finance) and Bill Lang (real estate).

The underwriters were represented by Torys LLP with a team that included Phil Symmonds and John Guccione (Canadian securities), Buz Barclay and Andy Schifrin (US energy), Corrado Cardarelli (Canadian tax) and Jeff Scheine (US tax).

Steve Furlan and Justin Lapedus of McCarthy Tétrault LLP represented the lenders in connection with the amendment to the Fund's senior credit facilities.