Mr. John Kousinioris reports

TRANSALTA CORPORATION ANNOUNCES CLOSING OF THE ACQUISITION OF TRANSALTA RENEWABLES INC. AND FINAL PRO RATION

TransAlta Corp. and TransAlta Renewables Inc. (RNW) have completed the acquisition of RNW by TransAlta, pursuant to the terms of the previously announced arrangement agreement between the parties. Under the arrangement, TransAlta acquired all of the outstanding common shares of RNW not already owned, directly or indirectly, by TransAlta and certain of its affiliates, resulting in RNW becoming a wholly owned subsidiary of TransAlta.

"The closing of the acquisition of TransAlta Renewables represents a key milestone for TransAlta with our simplified and unified corporate structure positioning the company well for future success," said John Kousinioris, president and chief executive officer of TransAlta. "The combined company will unify our assets, capital and capabilities to enhance cash flow predictability, while enhancing our ability to realize future growth."

The RNW shares will be delisted from the Toronto Stock Exchange and RNW will submit an application to cease to be a reporting issuer in each of the provinces of Canada under National Policy 11-206 -- Process for Cease to be a Reporting Issuer Applications promptly upon the delisting of the RNW shares. Common shares of TransAlta will continue to trade on both the New York Stock Exchange and the Toronto Stock Exchange under the symbols TAC and TA, respectively.

As a result of the arrangement, certain RNW directors have resigned and TransAlta has appointed two of its employees to serve on the board of directors of RNW.

Results of RNW shareholders election

Prior to the arrangement, TransAlta and its affiliates collectively held 160,398,217 RNW shares, representing 60.1 per cent of the issued and outstanding RNW shares, with the remaining 106,510,884 RNW shares held by RNW shareholders other than TransAlta and its affiliates.

The arrangement was approved by RNW shareholders at a special meeting of shareholders held on Sept. 26, 2023, and by the Court of King's Bench of Alberta on Oct. 4, 2023. Under the arrangement, the maximum aggregate amount of cash payable to holders of RNW shares is $800-million and the maximum aggregate number of TransAlta shares issuable to RNW shareholders is 46,441,779 (excluding any TransAlta shares issuable in connection with the settlement of deferred share units of RNW). Pursuant to the arrangement, RNW shareholders had the option to receive: (i) 1.0337 TransAlta shares; or (ii) $13 in cash, subject to the terms and conditions of the arrangement, including pro rationing.

RNW shareholders holding 69,707,018 RNW shares elected (or were deemed to have elected) to receive an aggregate of 72,056,140 TransAlta shares as consideration and will receive 46,441,764 TransAlta shares following pro rationing; whereas RNW shareholders holding 36,758,506 RNW shares elected to receive aggregate cash consideration of $477,860,578, and this will be increased to approximately $800-million following pro rationing.

The closing price of a TransAlta share on the Toronto Stock Exchange on the last trading day prior to the completion of the arrangement was $12.01 per share.

Section 85 election

TransAlta has agreed, in accordance with the procedures and within the time limits set out in the plan of arrangement, to make a joint election (a joint tax election) under Subsection 85(1) or Subsection 85(2) of the Income Tax Act (Canada) (and any similar provision of any applicable provincial tax legislation) with eligible RNW shareholders who dispose of RNW shares in exchange for consideration that includes TransAlta shares. For more information concerning the joint tax election, please refer to the management information circular that was filed and provided to RNW shareholders in connection with the arrangement. The circular can be found at the TransAlta Renewables website.

Eligible RNW shareholders who wish to make a joint tax election must submit the information and complete the documentation made available on TransAlta's website. Upon receipt of a completed joint tax election from TransAlta, the electing shareholder must sign the joint tax election form and submit the signed form to the relevant tax authorities within the time limits prescribed by the relevant tax legislation. The joint tax elections are required to be submitted to TransAlta on or before Jan. 3, 2024. Eligible RNW shareholders considering making a joint tax election should consult their investment and tax advisers. Additional information can be found at the TransAlta website.

About TransAlta Corp.

TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. TransAlta provides municipalities, medium and large industries, businesses, and utility customers with clean, affordable, energy-efficient and reliable power. Today, TransAlta is one of Canada's largest producers of wind power and Alberta's largest producer of hydroelectric power. For over 111 years, TransAlta has been a responsible operator and a proud member of the communities where it operates and where the company's employees work and live. TransAlta aligns its corporate goals with the United Nations Sustainable Development Goals and its climate change strategy with CDP (formerly Climate Disclosure Project) and the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations. TransAlta has achieved a 68-per-cent reduction in GHG (greenhouse gas) emissions or 22 million tonnes since 2015 and has received scores of A-minus from CDP and A from MSCI.

We seek Safe Harbor.