Hydrogenics Obtains Interim Order for Plan of Arrangement

Hydrogenics Corporation, a leading developer and manufacturer of hydrogen generation and fuel cell products, today announced that the Ontario Superior Court of Justice (the "Court") has issued an interim order authorizing, among other things, the holding of a special meeting of the holders of common shares of Hydrogenics, at which such holders will be asked to approve the proposed arrangement (the "Arrangement") in connection with the non-dilutive financing transaction to be implemented pursuant to a support agreement among Hydrogenics, the trustees of Algonquin Power Income Fund ("Algonquin Power") and a newly created subsidiary of Hydrogenics ("New Hydrogenics"), which was announced on June 12, 2009.

Hydrogenics will hold a special meeting of shareholders at 10:00 a.m. (Toronto time), on July 27, 2009 at Hydrogenics' head office at 5985 McLaughlin Road, Mississauga, Ontario, Canada. The record date for determining the holders of common shares of Hydrogenics entitled to receive notice of and to vote at the special meeting is June 23, 2009. At the special meeting, Hydrogenics shareholders will be asked to approve the Arrangement. For the Arrangement to be approved by the Hydrogenics shareholders, the resolution must be passed by at least 66 2/3% of the votes cast by shareholders, represented in person or by proxy, at the special meeting.

Pursuant to the Arrangement, Hydrogenics will transfer its business and operations, including substantially all of its assets and liabilities, excluding Hydrogenics' tax attributes, to New Hydrogenics. New Hydrogenics will have substantially all of the same assets, liabilities, directors, management and employees as Hydrogenics has currently, except for certain tax attributes that will remain behind, and Hydrogenics shareholders will become shareholders of New Hydrogenics. Upon completion of the Arrangement, old Hydrogenics will be renamed "Algonquin Power Inc." and New Hydrogenics will continue the Hydrogenics business as "Hydrogenics Corporation".

The transaction also involves exchange offers pursuant to which unitholders and debentureholders of Algonquin Power will be offered to exchange their securities of Algonquin Power for new securities of Algonquin Power Inc., which will result in securityholders of Algonquin Power who accept the offers becoming securityholders of Algonquin Power Inc. and Algonquin Power becoming a subsidiary entity of Algonquin Power Inc.

The Arrangement is subject to final approval of the Court. Assuming that shareholders approve the Arrangement, Hydrogenics is expected to apply to the Court on July 29, 2009 (or as soon as possible thereafter) for a final order in respect of the Arrangement.

Hydrogenics' proxy circular, as well as the related proxy form, are expected to be mailed to Hydrogenics shareholders on or about June 29, 2009.

The transaction is also subject to various other conditions, including the receipt of regulatory approvals, which include the approval of The Toronto Stock Exchange and Nasdaq. The transaction is also subject to approval by unitholders of Algonquin Power with respect to amendments to Algonquin Power's declaration of trust in connection with the transaction, and unitholders tendering the requisite number of units to the offer. Assuming that all other conditions precedent to the transaction are satisfied or waived, the transaction is expected to close in early September, 2009.

Source: Hydrogenics