Company Announcements

• Innergex has entered into a definitive agreement to be acquired by CDPQ for $13.75 per common share in cash
• The arrangement resolution was approved by 99.86% of the votes cast by common shareholders present virtually or represented by proxy at the annual and special meeting of shareholders held on May 1, 2025, excluding common shares held by the rollover shareholders
• Reached commercial operation of the Hale Kuawehi solar and storage facility in Hawaii
• Adjusted EBITDA Proportionate¹ reached $181.9 million, up 7% compared to Q1 2024
• Free Cash Flow per Share¹ at $1.07 for the trailing twelve months year ended March 31, 2025

LONGUEUIL, QC , May 7, 2025 /CNW/ - Innergex Renewable Energy Inc. (TSX: INE) ("Innergex" or the "Corporation") a leading global independent renewable power producer, today reported financial results for the first quarter ended March 31, 2025.

"This quarter marked a major milestone for Innergex with the announcement of the proposed acquisition by CDPQ to take the company private. We were pleased to see our shareholders overwhelmingly approve the arrangement at our recent annual and special meeting of shareholders. We are now focused on securing the necessary regulatory approvals and look forward to completing the transaction at the latest by Q4 2025. During the first quarter, we also continued to make solid progress on our development and construction activities, including achieving the commercial operation of the Hale Kuawehi solar farm in Hawaii," said Michel Letellier, President and Chief Executive Officer.

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS PER SEGMENT

OPERATING PERFORMANCE

FIRST QUARTER 2025

For the three months ended March 31, 2025, Revenues and Production Tax Credits were up 12% to $271.5 million compared with the same period last year. The increase is mainly explained by the sale of production tax credits, the Boswell Springs wind facility, higher prices at the wind facilities in Chile and the hydro production in Quebec. The increase is partly offset by lower prices at the Texas facilities in the United States, lower production at the hydro facilities in British Columbia and at the Curtis Palmer in the United States and wind facilities in France.

Adjusted EBITDA Proportionate¹ was 7% higher at $181.9 million, compared with the same period last year.

CASH FLOW FROM OPERATING ACTIVITIES, FREE CASH FLOW¹ AND FREE CASH FLOW PER SHARE¹

For the three months ended March 31, 2025, cash flows from operating activities totaled $67.9 million, compared with cash flows from operating activities of $81.0 million in the same period last year. The decrease is mainly related to an unfavourable change in the non-cash operating items. The decrease also stems from the finance costs paid following the recent commissioning of the Boswell Springs facility. These items were partly offset by the operating performance previously discussed, and by the distributions received on the Innavik preferred units.

Free Cash Flow¹ for the trailing twelve months ended March 31, 2025 amounted to $216.4 million, compared with $241.8 million for the corresponding period last year. The decrease is mainly explained by the decrease in the gains realized on strategic transactions relating to the French portfolio during Q4 2023 compared to the Texas Portfolio Transaction during Q2 2024, partly offset by the above factors and the commissioning of the Boswell Springs wind facility.

For the trailing twelve months ended March 31, 2025, Free Cash Flow per share¹ amounted to $1.07, a decrease compared to $1.19 of the corresponding period last year.

For the trailing twelve months ended March 31, 2025, the dividends on common shares declared by the Corporation amounted to 34% of Free Cash Flow¹, compared with 53% for the corresponding period last year.

PROJECTS UNDER CONSTRUCTION

Innergex achieved key milestones this quarter with the commercial operation of the Hale Kuawehi Solar and Battery Storage Project in Hawaii. The Corporation continues to make progress on its projects under construction. At the Salvador and San Andrés BESS projects, site preparation is advancing with earth works completed or underway, and foundation and grounding work progressing as planned. Construction has begun at the Rucacura project (Chile) in Q1 2025, with site mobilization completed and initial excavation activities upcoming. At Mesgi'g Ugju's'n 2 (Quebec), the governmental decree authorizing construction has been obtained, and key contract negotiations have moved forward. In France, the recently acquired La Cense wind project has reached an important milestone with turbine supply agreement (TSA) and balance of plant (BOP) contracts now in effect and civil works, including roads and craning pads, well advanced.

SUBSEQUENT EVENTS

On April 1, 2025, the Corporation announced the selection of two solar projects totalling 32 MW in the municipality of Joux-la-Ville, part of the Grenier des Essences portfolio. They were submitted as part of the Energy Regulatory Commission call for tenders in France and the electricity generated will be sold under a 20-year power purchase agreement upon their commissioning expected in 2027. The projects are subject to contract execution and must successfully complete permitting processes and meet regulatory requirements.

On May 1, 2025, the common shareholders voted in favour of the CDPQ Transaction. Innergex has also received the Competition Bureau's clearance to complete the arrangement. On May 7, 2025, Innergex announced that the Corporation has obtained the final order from the Superior Court of Québec (Commercial Division) approving the plan of arrangement under section 192 of the Canada Business Corporations Act involving Innergex and CDPQ. The arrangement remains subject to the satisfaction or waiver of certain other closing conditions customary in a transaction of this nature, including the receipt of the remaining key regulatory approvals, such as approvals under the Federal Power Act (United States) and the Code monétaire et financier (France). Assuming that these remaining conditions to closing are satisfied, the arrangement is expected to be completed at the latest by Q4 2025. Please refer to the CDPQ Transaction section of the MD&A for more information.

DIVIDEND DECLARATION

The following dividends will be paid by the Corporation on July 15, 2025:

NON-IFRS MEASURES

Some measures referred to in this press release are not recognized measures under IFRS and therefore may not be comparable to those presented by other issuers. Innergex believes these indicators are important, as they provide management and the reader with additional information about Innergex's production and cash generation capabilities, its ability to pay a dividend and its ability to fund its growth. These indicators also facilitate the comparison of results over different periods. Revenues and Production Tax Credits Proportionate, Adjusted EBITDA, Adjusted EBITDA Proportionate, Adjusted Net Loss, Free Cash Flow, Free Cash Flow per Share and Payout Ratio are not measures recognized by IFRS and have no standardized meaning prescribed by IFRS.

Revenues and Production Tax Credits Proportionate, Adjusted EBITDA and Adjusted EBITDA Proportionate

Description of the measures

References in this document to "Revenues and Production Tax Credits Proportionate" are to Revenues and Production Tax Credits, plus Innergex's share of Revenues and Production Tax Credits of the joint ventures and associates. 

References in this document to "Adjusted EBITDA" are to operating income, to which are added (deducted) depreciation and amortization, ERP implementation, impairment charges, and the realized portion of the change in fair value of power hedges. References in this document to "Adjusted EBITDA Proportionate" are to Adjusted EBITDA, plus Innergex's share of Adjusted EBITDA of the joint ventures and associates. 

Innergex believes that the presentation of these measures enhances the understanding of the Corporation's operating performance. Adjusted EBITDA is used by investors to evaluate the operating performance and cash generating operations, and to derive financial forecasts and valuations. Revenues and Production Tax Credits Proportionate and Adjusted EBITDA Proportionate measures are used by investors to evaluate the contribution of the joint ventures and associates to the Corporation's operating performance and cash generating operations, and the contribution of such for financial forecasts and valuations purposes. Readers are cautioned that Revenues and Tax Credits Proportionate, should not be construed as an alternative to Revenues and Production Tax Credits, as determined in accordance with IFRS. Readers are also cautioned that Adjusted EBITDA and Adjusted EBITDA Proportionate, should not be construed as an alternative to operating income, as determined in accordance with IFRS. Please refer to Section 3- Financial Performance and Operating Results of the MD&A for more information.

Below is a reconciliation of the non-IFRS measures to their closest IFRS measures:

Adjusted Net Loss

References to "Adjusted Net Loss" are to net earnings or losses of the Corporation, to which the following elements are added (subtracted): unrealized portion of the change in fair value of derivative financial instruments, realized loss on the termination of interest rate swaps, realized gain on foreign exchange forward contracts, realized loss on termination of power hedges, impairment charges, items that are outside of the normal course of the Corporation's cash generating operations, the net income tax expense (recovery) related to these items, and the share of loss (earnings) of joint ventures and associates related to the above items, net of related income tax.

The Adjusted Net Loss seeks to provide a measure that eliminates the earnings impacts of certain derivative financial instruments and other items that are outside of the normal course of the Corporation's cash generating operations, which do not represent the Corporation's operating performance. Innergex uses derivative financial instruments to hedge its exposure to various risks. Accounting for derivatives requires that all derivatives are marked-to-market. When hedge accounting is not applied, changes in the fair value of the derivatives is recognized directly in net earnings (loss). Such unrealized changes have no immediate cash effect, may or may not reverse by the time the actual settlements occur and do not reflect the Corporation's business model toward derivatives, which are held for their long-term cash flows, over the life of a project. In addition, the Corporation uses foreign exchange forward contracts to hedge its net investment in its French subsidiaries. Management therefore believes realized gains (losses) on such contracts do not reflect the operations of Innergex.

Innergex believes that the presentation of this measure enhances the understanding of the Corporation's operating performance. Adjusted Net (Loss) Earnings is used by investors to evaluate and compare Innergex's profitability before the impacts of the unrealized portion of the change in fair value of derivative financial instruments and other items that are outside of the normal course of the Corporation's cash generating operations. Readers are cautioned that Adjusted Net Loss should not be construed as an alternative to net earnings, as determined in accordance with IFRS. Please refer to the section 3 - Adjusted Net Loss section of the MD&A for reconciliation of the Adjusted Net Loss.

Below is a reconciliation of Adjusted Net Loss to its closest IFRS measure:

Free Cash Flow, Free Cash Flow per Share and Payout Ratio

Description of the measures

References to "Free Cash Flow" are to cash flows from operating activities before changes in non-cash operating working capital items, less prospective projects expenses, maintenance capital expenditures net of proceeds from dispositions, scheduled debt principal payments, the portion of Free Cash Flow attributed to non-controlling interests, preferred share dividends declared, and gains realized on strategic transactions, plus or minus other elements that are not representative of the Corporation's long-term cash-generating capacity, such as realized gains and losses on contingent considerations related to past business acquisitions, transaction costs related to realized acquisitions, expenses related to the implementation of a cloud-based ERP solution, realized losses or gains on refinancing of certain borrowings or settlement of derivative financial instruments before their contractual maturity, and tax payments related to fiscal strategies for the purpose of improving the long-term cash generating capacity of Innergex.

References to "Free Cash Flow per Share" are to Free Cash Flow divided by the weighted-average number of common shares outstanding during the period.

Free Cash Flow is a measure of the Corporation's ability to pay a dividend and its ability to fund its growth from its cash generating operations, in the normal course of business, and through strategic transactions. Free Cash Flow per Share is a measure of the Corporation's ability to derive shareholder returns on a per-share basis from its cash generating operations, in the normal course of business, and through strategic transactions. 

Innergex believes that the presentation of these measures enhance the understanding of the Corporation's cash generation capabilities, its ability to pay a dividend and its ability to fund its growth. In addition, Free Cash Flow per Share enhances the understanding of the impacts to shareholder returns regarding the Corporation's capital structure decisions. Free Cash Flow and Free Cash Flow per Share are used by investors in this regard. Readers are cautioned that Free Cash Flow and Free Cash Flow per Share should not be construed as an alternative to cash flows from operating activities, as determined in accordance with IFRS.

References to "Payout Ratio" are to dividends declared on common shares divided by Free Cash Flow. Innergex believes that this is a measure of its ability to pay a dividend and its ability to fund its growth. Payout Ratio is used by investors in this regard.

ADDITIONAL INFORMATION

Innergex's 2025 first quarter consolidated financial statements, the notes thereto and the Management's Discussion and Analysis can be obtained on SEDAR+ at www.sedarplus.ca and in the "Investors" section of the Corporation's website at www.innergex.com.

About Innergex Renewable Energy Inc.

For 35 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada, the United States, France and Chile and manages a large portfolio of high-quality assets currently consisting of interests in 91 operating facilities with an aggregate net installed capacity of 3,737 MW (gross 4,693 MW), including 42 hydroelectric facilities, 36 wind facilities, 10 solar facilities and 3 battery energy storage facilities. Innergex also holds interests in 16 projects under development with a net installed capacity of 915 MW (gross 1,547 MW), 6 of which are under construction, as well as prospective projects at different stages of development with an aggregate gross installed capacity totaling 10,244 MW. Its approach to building shareholder value is to generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital. To learn more, visit innergex.com or connect with us on LinkedIn.

Cautionary Statement Regarding Forward-Looking Information

To inform readers of the Corporation's future prospects, this press release contains forward-looking information within the meaning of applicable securities laws ("Forward-Looking Information"), including statement relating to the Corporation's growth targets, power production, prospective projects, successful development, construction and financing (including tax equity funding) of the projects under construction and the advanced-stage prospective projects, sources and impact of funding, project acquisitions, execution of project-level financing (including the timing and amount thereof), and strategic, operational and financial benefits and accretion expected to result from such acquisitions, business strategy, future development and growth prospects, business integration, governance, business outlook, objectives, plans and strategic priorities, as well as statements relating to the CDPQ Transaction, the ability to complete the CDPQ Transaction and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the CDPQ Transaction, the receipt of the required regulatory approvals and other customary closing conditions, the possibility of any termination of the arrangement agreement entered into between the Corporation and CDPQ on February 24, 2025 in accordance with its terms and the expected benefits to the Corporation and its shareholders of the CDPQ Transaction, and other statements that are not historical facts. Forward-Looking Information can generally be identified by the use of words such as "approximately", "may", "will", "could", "believes", "expects", "intends", "should", "would", "plans", "potential", "project", "anticipates", "estimates", "scheduled" or "forecasts", or other comparable terms that state that certain events will or will not occur. It represents the projections and expectations of the Corporation relating to future events or results as of the date of this press release.

Forward-Looking Information includes future-oriented financial information or financial outlook within the meaning of securities laws, including information regarding the Corporation's targeted production, the estimated targeted revenues and production tax credits, targeted Revenues and Production Tax Credits Proportionate, targeted Adjusted EBITDA and targeted Adjusted EBITDA Proportionate, targeted Free Cash Flow, targeted Free Cash Flow per Share and intention to pay dividend quarterly, the estimated project size, costs and schedule, including obtainment of permits, start of construction, work conducted and start of commercial operation for Development Projects and Prospective Projects, the Corporation's intent to submit projects under Requests for Proposals, the qualification of U.S. projects for PTCs and ITCs and other statements that are not historical facts. Such information is intended to inform readers of the potential financial impact of expected results, of the expected commissioning of Development Projects, of the potential financial impact of completed and future acquisitions and of the Corporation's ability to pay a dividend and to fund its growth. Such information may not be appropriate for other purposes.

Forward-Looking Information is based on certain key assumptions made by the Corporation, including, without restriction, those concerning hydrology, wind regimes and solar irradiance; performance of operating facilities, acquisitions and commissioned projects; availability of capital resources and timely performance by third parties of contractual obligations; favourable economic and financial market conditions; average merchant spot prices consistent with external price curves and internal forecasts; no material changes in the current assumed U.S. dollar to Canadian dollar and Euro to Canadian dollar exchange rate; no significant variability in interest rates; the Corporation's success in developing and constructing new facilities; no adverse political and regulatory intervention; successful renewal of PPAs; sufficient human resources to deliver service and execute the capital plan; no significant event occurring outside the ordinary course of business such as a natural disaster, pandemic or other calamity; continued maintenance of information technology infrastructure and no material breach of cybersecurity, as well as, where applicable, the satisfaction of closing conditions for a transaction (such as the CDPQ Transaction), including required approvals, compliance with applicable laws, securing necessary financing, and the ability to successfully integrate acquired assets or entities.

Forward-Looking Information involves risks and uncertainties that may cause actual results or performance to be materially different from those expressed, implied or presented by the Forward-Looking Information. These are referred to in the "Risks and Uncertainties" section of the Annual Report and include, without limitation: equipment supply; global climate change: variability in hydrology, wind regimes and solar irradiance; global climate change: extreme weather events; IT security risks and cyberattacks; increase in water rental cost or changes to regulations applicable to water use; performance of major counterparties, delays, cost overruns; non compliance with project site regulatory requirements leading to penalties, fines and other consequences; impact of failure to comply with project's environmental commitments or requirements throughout project lifetime; equipment failure, unexpected operations and maintenance activity and increased asset maintenance on ageing equipment; health and safety risks; availability and reliability of transmission systems; resource assessment and performance variability; preparedness to facing natural disasters and force majeure; pandemics, epidemics or other public health emergencies; inability to secure new profitable PPAs; inability to renew PPAs at adequately profitable prices; failure to bring projects into commercial operation within contractually stipulated delay; regulatory and political risks; risks related to U.S. production and investment tax credits, changes in U.S. corporate tax rates and availability of tax equity financing; increases in operational cost and financial uncertainty surrounding development of new facilities; social acceptance of renewable energy projects; inability to secure appropriate land; obtainment of permits; volatility of supply and demand in the energy market; exposure to many different forms of taxation in various jurisdictions; purchaser's inability to fulfill contractual obligations or refusal to accept delivery of power under power purchase agreements or power hedges; changes in governmental support to increase electricity to be generated from renewable sources by independent power producers; fluctuations affecting prospective power prices; relationships with Indigenous communities and stakeholders; inability of the Corporation to execute its strategy for building shareholder value; inability to raise additional capital and the state of the capital market; liquidity risks related to derivative financial instruments; interest rate fluctuations and refinancing; foreign exchange fluctuations; changes in general economic conditions; financial leverage and restrictive covenants governing current and future indebtedness; possibility that the Corporation may not declare a dividend or may reduce the amount of the dividend; insufficiency of insurance coverage; litigation; credit rating may not reflect actual performance of the Corporation or a lowering (downgrade) of the credit rating; revenues from certain facilities will vary based on the market (or spot) price of electricity; host country economic, social and political conditions; reliance on intellectual property and confidentiality agreements to protect the Corporation's rights and confidential information; reputational risks arising from misconduct of representatives of the Corporation; and ability to attract new talent or to retain officers or key employees.

Risks and uncertainties related to the CDPQ Transaction include, but are not limited to: the possibility that the CDPQ Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the required regulatory approvals and other conditions to the closing of the CDPQ Transaction or for other reasons; the negative impact that the failure to complete the CDPQ Transaction for any reason could have on the price of the Corporation's securities or on its business; CDPQ's failure to pay the consideration at closing of the CDPQ Transaction; the failure to realize the expected benefits of the CDPQ Transaction; the restrictions imposed on the Corporation while the CDPQ Transaction is pending; the business of the Corporation may experience significant disruptions, including loss of clients or employees due to arrangement-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of the Corporation; the risk that legal proceedings may be instituted against the Corporation; significant transaction costs or unknown liabilities; and risks related to the diversion of management's attention from the Corporation's ongoing business operations while the CDPQ Transaction is pending; and other risks and uncertainties affecting the Corporation.

For more information on the risks and uncertainties that may cause actual results or performance to be materially different from those expressed, implied or presented by the forward-looking information or on the principal assumptions used to derive this information, please refer to the "Forward-Looking Information" section of the Management's Discussion and Analysis for the three months ended March 31, 2025.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in Forward-Looking Information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such Forward-Looking Information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on Forward-Looking Information, which speaks only as of the date made. The Forward-Looking Information contained in this press release represents the Corporation's expectations as of the date of this press release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Corporation disclaims any intention or obligation or undertaking to update or revise any Forward-Looking Information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All of the Forward-Looking Information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Innergex Renewable Energy Inc.