Railpower announces shareholder approval of $35 million investment by Ontario Teachers' Pension Plan



    MONTREAL, Dec. 18 /CNW Telbec/ - Railpower Technologies Corp. (TSX: P)
today announced that its shareholders voted in favour of an investment of
$35 million by the Ontario Teachers' Pension Plan (OTPP), one of Canada's most
prominent and well respected institutional investors. Shareholders approved
all required resolutions by a show of hands at a special meeting held earlier
today in Montreal with proxies received voting in excess of 97.5 per cent in
favour of these resolutions. There are remaining conditions to be satisfied
before the transaction closes.
    "The board of directors was unanimous that this private placement was in
the best interests of Railpower and recommended that shareholders approve the
investment. I am happy to report that shareholders voted overwhelmingly in
favour of this investment," said Norman Gish, Chairman of Railpower, adding
that upon closing the company will have a strong financial partner to ensure
its future growth and success.
    "We appreciate the confidence that Teachers and shareholders have
demonstrated by investing in our clean energy technology and its worldwide
potential applications, said José Mathieu, President and Chief Executive
Officer of Railpower. "We now turn to a new chapter with this investment,
which will allow us to develop and market leading edge technologies that will
meet and exceed North American environmental norms and satisfy customer
expectations for greener technology applications."
    The investment is 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).
    Following the approval by shareholders, Railpower believes to be in a
position to satisfy all other closing conditions in order for a closing to
occur on or about January 4, 2008.
    At today's meeting, the creation of a new class of convertible restricted
voting shares was also approved by the shareholders.

    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. Its 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 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: 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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RAILPOWER TECHNOLOGIES CORP.

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