Railpower announces $35 million investment by Ontario teachers' pension plan

    MONTREAL, Nov. 9 /CNW Telbec/ - Railpower Technologies Corp. (TSX: P)
announced today that one of Canada's most prominent and well respected
institutional investors, Ontario Teachers' Pension Plan, has agreed to invest
$35 million in Railpower. The private placement is expected to close in early
January, 2008.
    "We chose to invest in Railpower because of its market potential. We
expect that increasingly stringent environmental regulations in North America
and globally will open up new markets for Railpower's current and future
emission-reducing products and technologies," said Mr. Brian Gibson, Senior
Vice-President, Public Equities, Ontario Teachers' Pension Plan.
    The private placement consists of the issuance of a convertible debenture
which will have a maturity date of five years from its date of issuance and
will have an interest rate of 5% per annum, payable semi-annually in either
cash or common shares, at the discretion of Railpower. 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 or a new class of convertible
restricted voting shares to be created by the Corporation, or any combination
thereof, at a conversion ratio of $0.30 per share, representing up to
116,666,667 shares. The new class of convertible restricted voting shares will
be convertible into common shares, at the option of the holder, on a
one-for-one, share for share basis (subject to customary adjustments,
including for subdivision or consolidation).
    The completion of the private placement is conditional upon the approval
of regulatory authorities and the shareholders of the Corporation, the
establishment by the Corporation of a working capital facility with a
chartered bank or other financial institution on terms acceptable to Teachers,
the closing of the private placement occurring on or before January 31, 2008,
and other customary conditions.
    Railpower will seek shareholder approval for the private placement and
the creation of the new class of convertible restricted voting shares at a
special meeting of shareholders. Railpower will shortly file with Canadian
securities regulators and deliver to shareholders an information circular in
connection with the special meeting of shareholders scheduled to occur on or
about December 18, 2007.
    The board of directors has unanimously determined that the private
placement is in the best interests of the Corporation and is recommending that
shareholders approve the private placement.
    "With this investment, we now have a strong financial partner to ensure
Railpower's future growth and success," said José Mathieu, President and Chief
Executive Officer of Railpower Technologies. "We appreciate the confidence
that Teachers demonstrated in our clean energy technology and its wordwide
potential applications. This investment will solidify our base to better serve
our current and future customers, by developing and bringing to the market new
leading edge energy technologies that will meet and exceed their

    About Railpower

    Railpower Technologies (TSX: P) develops, markets, produces and sells
specialized, patented, environment-friendly technology systems for the
transportation and related industries. Railpower's technologies significantly
reduce fuel usage, operating and maintenance costs and emissions. While
Railpower's origins are in the transportation industry, its technologies have
broad potential and applications in other markets and industries. Railpower is
headquartered in Brossard, Quebec. It U.S. office is located in Erie,
Pennsylvania. (www.railpower.com)

    About Ontario Teachers' Pension Plan

    With $106 billion in net assets as of December 31, 2006, 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 271,000 active and retired teachers in Ontario. At
year end, approximately 40 percent of the fund was invested in public
equities. As a long-term investor in Canadian stocks, the Ontario Teachers'
Pension Plan's public equities program features a Relationship Investing
portfolio that includes large-scale strategic investments in public companies.

    Caution regarding forward-looking statements

    Certain statements contained in this release contain forward-looking
statements. When used in this document, the words "may", "would", "could",
"will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and
similar expressions may be used to identify forward-looking statements. Those
statements reflect our current views with respect to future events or
conditions, including prospective results of operations, financial position,
predictions of future actions, plans or strategies. Certain material factors
and assumptions were applied in drawing our conclusions and making those
forward looking statements. By their nature, those statements reflect
management's current views, beliefs and assumptions and are subject to certain
risks and uncertainties, known and unknown, including, without limitation,
product development or manufacturing delays, changing environmental
regulations, the ability to attract and retain business partners, the
acceptance of our existing and new products, future levels of government
funding, the need to obtain and maintain proprietary rights over our
technology, competition from other technologies, the ability to access the
capital required for research, product development, operations and marketing,
the need to generate positive cash flow in the foreseeable future, changes in
energy prices and currency levels. Many factors could cause our actual
results, performance or achievements to be materially different from any
future results, performance or achievements that may be expressed or implied
by these forward-looking statements. There can be no assurance that the
Corporation will obtain the required approvals, including shareholder and
regulatory approvals, or that the Corporation will satisfy all conditions
required to complete the private placement on or before January 31, 2008.
Should one or more of these risks or uncertainties materialize, or should the
assumptions underlying our projections or forward-looking statements prove
incorrect, our actual results may vary materially from those described in this
report as intended, planned, anticipated, believed, estimated, or expected. We
do not intend and do not assume any obligation to update these forward-looking
statements whether as a result of new information, plans, events or otherwise.
    %SEDAR: 00016554EF

For further information:

For further information: Please contact: Mr. José Mathieu, President and
CEO, Railpower Technologies Corp., (450) 678-5277, ext. 501, Toll free:
1-866-678-5277, jmathieu@railpower.com

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