Ontario Teachers' Pension Plan Board invests in Railpower Technologies Corp.



    TORONTO, June 3 /CNW/ - Ontario Teachers' Pension Plan Board ("OTPPB")
today announced that as previously disclosed by Railpower Technology Corp, it
has subscribed for an additional convertible debenture in the principal amount
of $20,000,000 to be offered by way of a private placement (the "Debenture")
by Railpower Technologies Corp. (the "Transaction"). The private placement is
expected to close in late June 2008, and is subject to certain closing
conditions. This news release is being issued under the early warning
provisions of Canadian provincial securities legislation.
    The Debenture will have a maturity date of January 4, 2013 and will have
an interest rate of 5% per annum, payable semi-annually in either cash or
common shares, at the discretion of Railpower Technologies Corp. (the
"Company"). The initial principal amount of the Debenture will be convertible,
at the election of the holder, in whole or in part, into either common shares
("Common Shares") of the Company or Class A convertible restricted voting
shares ("Class A Shares", and, collectively with the Common Shares, the
"Shares"), or any combination thereof, at a conversion ratio of $0.40 per
Share (the "Conversion Price"), representing up to 50,000,000 Shares (subject
to customary adjustments in the case of a capital reorganisation, including
for subdivision or consolidation). The debenture will be transferable after
two years of its issuance.
    Immediately following the Transaction, OTPPB is deemed under applicable
provincial securities legislation to beneficially own and control 166,666,667
Shares, representing approximately 186.2% of the issued and outstanding Common
Shares as of the date hereof and, on a post-closing basis, representing 65.06%
of all issued and outstanding Shares (based on the number of issued and
outstanding Common Shares as of the date hereof).
    OTPPB has subscribed for the Debenture for investment purposes only. In
fulfilling its responsibilities as an owner of securities, OTPPB may make its
views known to the Company's management or board of directors when proxies are
solicited and on other occasions. Depending on market conditions and other
factors that OTPPB may deem material to its investment decisions, OTPPB may in
the future acquire Common Shares, Restricted Shares, options or other debt or
derivative securities, in the open market or in privately negotiated purchases
or otherwise, and may also, depending on then-current circumstances, dispose
of all or a portion of the Debentures, Common Shares, Restricted Shares,
options or other debt or derivative securities, in one or more transactions,
in each case to the extent then permitted by applicable law and regulation.

    With $108.5 billion in net assets as of December 31, 2007, the Ontario
Teachers' Pension Plan is the largest single-profession pension plan in
Canada. An independent organization, it invests the pension fund's assets and
administers the pensions of 278,000 active and retired teachers in Ontario.





For further information:

For further information: A copy of the Early Warning Report that will be
filed with the applicable securities commissions can be obtained by
contacting: Deborah Allan, Communications, Ontario Teachers' Pension Plan,
(416) 730-5347, deborah_allan@otpp.com; Ontario Teachers' Pension Plan, 5650
Yonge Street, Toronto, Ontario, M2M 4H5


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