Boralex Inc. — Capital/Financing Update 2020

Aug 12, 2020

Boralex Inc. Treasury Offering of Common Shares August 11, 2020

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer: Boralex Inc. ("Boralex" or the "Company")

Offering: 5,288,000 common shares (the "Common Shares") to be issued on a "bought deal" basis by way of short form prospectus.

Price: $33.10 per Common Share.

Amount of Offering: Total gross proceeds of $175,032,800 ($201,287,720 if the Over-Allotment Option is exercised in full).

Over-Allotment Option: The Company has granted the Underwriters the option to acquire up to an additional 793,200 Common Shares, representing 15.0% of the Common Shares sold pursuant to the Offering, exercisable once in whole or in part at the Underwriters' sole discretion and without obligation at any time on or for a period of 30 days following the closing date of the Offering, at the same price and on the same terms and conditions of the Offering.

Dividend: The Company currently pays quarterly dividend payments of $0.165 (the "Dividend") per Common Share. The first Dividend which purchasers of the Common Shares are expected to be entitled to receive will be payable September 16, 2020 to holders of record as of August 31, 2020.

Use of Proceeds: The net proceeds received by the Company from the sale of the Common Shares will be used to repay amounts drawn under its revolving credit facility, for working capital and general corporate purposes, and to fund its ongoing development pipeline and potential future acquisitions.

Bookrunner: National Bank Financial Inc.

---

Lock-Up:

The Company shall not issue any Common Shares or financial instruments convertible or exchangeable into Common Shares of the Company, or agree to be bound to do so or announce any intention to do so, other than for purposes of employee stock options, pursuant to other incentive plans of the Company, or to satisfy existing instruments already issued on or before the Closing, including the Common Shares sold pursuant to the Offering, for a period commencing on the date hereof and ending 90 days from the Closing, without the prior written consent of NBF, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed.

In addition, la Caisse has agreed not to sell, pledge, or otherwise transfer, dispose of or monetize any Common Shares, or publicly announce an intention to do so, for a period commencing on the date hereof and ending 60 days following the Closing Date, without the prior written consent of NBF, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed.

Selling Jurisdictions:

The Common Shares will be qualified for sale pursuant to prospectus filings in all provinces of Canada and may be distributed in the United States to qualified institutional buyers pursuant to Rule 144(a) under the United States Securities Act of 1933, as amended, and such other jurisdictions as may be consented to by Boralex on a private placement basis, such consent not to be unreasonably withheld or delayed.

No prospectus will be required to be filed, or registration of the Common Shares will be required to be made, in any jurisdiction other than the Canadian jurisdictions.

Form of Underwriting:

Bought deal, subject to disaster out, regulatory out and material adverse change out clauses running to Closing, and other industry standard provisions.

Eligibility:

The Common Shares will be qualified investments eligible for RRSPs, RRIFs, RESPs, RDSPs, TFSAs and DPSPs.

Underwriting Fee:

Fee of 4.0% of the gross proceeds of the issue and sale of Common Shares.

Listing:

The Common Shares currently trade on the Toronto Stock Exchange (the "TSX") under the symbol "BLX".

The Company will apply to list the Common Shares issued pursuant to this offering on the TSX.

Closing:

On or about August 28, 2020 (the "Closing").