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Northland-Power-190912.Pdf No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This Prospectus Supplement (the “Prospectus Supplement”), together with the accompanying short form base shelf prospectus dated May 24, 2018 to which it relates, as amended or supplemented (the “Prospectus”), and each document incorporated by reference into this Prospectus Supplement and into the Prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”. The securities to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and, subject to certain exceptions, may not be offered or sold in the United States or for the account or benefit of a person in the United States. See “Plan of Distribution”. Information has been incorporated by reference in this Prospectus Supplement from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Senior Director, Investor Relations and Strategy of Northland Power Inc. at 30 St. Clair Avenue West, Suite 1200, Toronto, Ontario, Canada M4V 3A1, Telephone: (647) 288-1019, and are also available electronically at www.sedar.com. PROSPECTUS SUPPLEMENT TO THE SHORT FORM BASE SHELF PROSPECTUS DATED MAY 24, 2018 New Issue September 11, 2019 NORTHLAND POWER INC. $315,007,500 12,990,000 Subscription Receipts each representing a right to receive one Common Share Price: $24.25 per Subscription Receipt This Prospectus Supplement qualifies the distribution (the “Offering”) of 12,990,000 subscription receipts (the “Subscription Receipts”) of Northland Power Inc. (“Northland”) at a price of $24.25 per Subscription Receipt (the “Offering Price”). Each Subscription Receipt will entitle the holder thereof to receive, automatically upon the Acquisition Closing (as defined herein), without any action on the part of the holder thereof and without payment of additional consideration: (i) one common share of Northland (each, a “Common Share”); and (ii) Dividend Equivalent Payments (as defined herein), if any. The Subscription Receipts are being offered pursuant to an underwriting agreement dated September 11, 2019 (the “Underwriting Agreement”) among Northland and CIBC World Markets Inc. (“CIBC WM”) and National Bank Financial Inc. (together, the “Co-Lead Underwriters”) and BMO Nesbitt Burns Inc., Scotia Capital Inc., Desjardins Securities Inc., RBC Dominion Securities Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Industrial Alliance Securities Inc., Raymond James Ltd. and Canaccord Genuity Corp. (collectively with the Co-Lead Underwriters, the “Underwriters”). The Offering Price has been determined by negotiation between Northland and the Underwriters. See “Description of the Subscription Receipts” and “Plan of Distribution”. On September 9, 2019, Northland, as guarantor, and Northland Power Colombia Distribution Inc., as purchaser (the “Purchaser”), entered into a share purchase agreement (the “Acquisition Agreement”) with Fondo de Capital Privado de Infraestructura Brookfield Colombia, a private equity fund incorporated and existing pursuant to the laws of Colombia (the “Fund”), and BCIF Holdings Colombia II S.A.S., a company incorporated and existing under the laws of Colombia (“BCIF”, and together with the Fund, the “Sellers”), pursuant to which and upon the terms and subject to the conditions set forth in the Acquisition Agreement, Northland agreed to acquire from the Sellers, directly or indirectly, 99.2% of the issued and outstanding shares in the regulated utility Empresa de Energía de Boyacá SA E.S.P., a company incorporated and existing under the laws of Colombia (“EBSA”), for approximately $1.05 billion (the “Acquisition”), including existing debt, subject to certain purchase price adjustments following receipt of the CREG Resolution (as defined herein). The closing of the Acquisition is expected to occur in the fourth quarter of 2019, however, the Acquisition Agreement contains an outside closing date of April 15, 2020 (the “Acquisition Closing” and, the date of the Acquisition Closing, the “Acquisition Closing Date”). See “The Acquisition”. (i) The gross proceeds from the Offering, net of the Initial Underwriters’ Fee (as defined herein) and, if applicable, 50% of the Underwriters’ fee payable by Northland as a result of the exercise of the Over-Allotment Option (as defined herein) (the “Escrowed Proceeds”), will be delivered to and held by Computershare Trust Company of Canada, as escrow agent (the “Subscription Receipt Agent”) and bailee, on behalf of the holders of Subscription Receipts and, together with any Earned Interest (as defined herein), will be invested in (i) short-term interest bearing obligations of, issued or guaranteed by, the Government of Canada or a province of Canada or a Canadian chartered bank, and (ii) other approved investments as directed in writing jointly by Northland and CIBC WM, until the earlier of (x) the delivery of an Escrow Release Notice (as defined herein) and (y) the occurrence of a Termination Event (as defined herein). Any interest or other income actually earned, if any, on the investment or reinvestment of the Escrowed Proceeds from, and including, the Offering Closing Date (as defined herein) (or, in the case of the gross proceeds from any Subscription Receipts issued upon exercise of the Over-Allotment Option, from and including the date on which such Subscription Receipts are issued) to, but excluding, the earlier to occur of (i) the delivery of an Escrow Release Notice and (ii) the Termination Date (as defined herein), is referred to herein as the “Earned Interest” and will be held by the Subscription Receipt Agent, as escrow agent and bailee on behalf of the holders of Subscription Receipts, in accordance with the terms of the Subscription Receipt Agreement (as defined herein). Offering Price Underwriters’ Net Proceeds to to the Public Fee(1) Northland(2) Per Subscription Receipt ......................................................................................... $24.25 $0.97 $23.28 Total(3) ......................................................................................... $315,007,500 $12,600,300 $302,407,200 Notes: (1) The Underwriters’ fee payable in respect of the Offering is 4% of the gross proceeds of the Offering, of which 50% is payable on the Offering Closing Date (as defined herein) (the “Initial Underwriters’ Fee”), with the remaining 50% payable upon the satisfaction of the Escrow Release Conditions (as defined herein). In addition, 50% of the Underwriters’ fee with respect to the sale of Subscription Receipts pursuant to the exercise of the Over-Allotment Option is payable on the closing of such sale, with the remaining 50% of such Underwriters’ fee being payable on the satisfaction of the Escrow Release Conditions. If the Termination Payment (as defined herein) becomes payable, the Underwriters’ fee will be the Initial Underwriters’ Fee only. (2) Before deducting the estimated expenses of the Offering of approximately $500,000 and excluding any Earned Interest and not factoring any Dividend Equivalent Payments. The expenses of the Offering and the Underwriters’ fee are payable by Northland. (3) Northland has granted to the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable at any time, and from time to time, up to the earlier of (i) 30 days following the closing date of the Offering (the “Offering Closing Date”), and (ii) the Termination Date, to purchase up to an additional 1,299,000 Subscription Receipts at the Offering Price. If the Over-Allotment Option is exercised in whole or in part following the Acquisition Closing Date, an equal number of Common Shares will be issued in lieu of Subscription Receipts. If the Over-Allotment Option is exercised in full, the total price to the public, the Underwriters’ fee and the net proceeds to Northland (before deducting expenses and excluding any Earned Interest and not factoring in any Dividend Equivalent Payments) will be $346,508,250, $13,860,330 (of which 50% is payable upon the satisfaction of the Escrow Release Conditions) and $332,647,920, respectively. See “Plan of Distribution”. The grant of the Over-Allotment Option and the issuance of Subscription Receipts or Common Shares in lieu thereof on the exercise of the Over-Allotment Option are also qualified under this Prospectus Supplement. A purchaser who acquires Subscription Receipts forming part of the Underwriters’ over- allocation position acquires those securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Underwriters’ Position Maximum Size Exercise Period Exercise Price Over-Allotment Option 1,299,000 Exercisable up to the $24.25 per Subscription Receipts earlier of (i) 30 days Subscription Receipt following the Offering Closing Date, and (ii) the Termination Date One Common Share will be issued to the holder of a Subscription Receipt pursuant to the terms thereof, without any further action required on the part of the holder and without payment of additional consideration, upon the Acquisition Closing.
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