News Releases 

EPCOR Power L.P. signs agreement to acquire Primary Energy Ventures, LLC

EDMONTON, Alberta - August 14, 2006 - EPCOR Power L.P. (TSX: EP.UN) (collectively with its subsidiaries, the "Partnership") and Primary Energy Ventures LLC ("Primary Energy Ventures") today are pleased to announce the Partnership has signed a definitive agreement to acquire Primary Energy Ventures.

Primary Energy Ventures wholly owns eight combined heat and power facilities in the United States with an aggregate generation capacity of approximately 454 megawatts and 3.1 million lbs./hr of thermal energy, and owns a 15.4% equity interest in Primary Energy Recycling Holdings LLC ("PERH"). PERH wholly owns 4 energy facilities in the United States with an aggregate generation capacity of 284 megawatts and 1.9 million lbs./hr of thermal energy, and a 50% interest in a pulverized coal facility. The acquisition price is U.S. $380 million, consisting of U.S. $310 million cash and assumption of U.S. $70 million of lease obligations, subject to closing adjustments.

Based on current market and operating conditions, the transaction is expected to be accretive to the Partnership's cash available for distribution by approximately CDN $0.06 per unit per annum ( see "Non-GAAP Measures"). The transaction is anticipated to close in the fourth quarter of 2006, subject to certain closing conditions, including the receipt of certain waivers from Primary Energy Recycling Corporation ("PERC"), and the receipt of required regulatory approvals, including expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and successful conclusion of proceedings by the Committee on Foreign Investment in the United States.

"This acquisition is an opportunity to strengthen and grow the Partnership, while maintaining our core commitment to stable distributions over the long-term," said Brian Vaasjo, President of the general partner of EPCOR Power L.P. "With facilities fully contracted to investment grade counterparties, the acquisition of Primary Energy Ventures further diversifies our fuel types and enhances our geographic footprint. The people and facilities of Primary Energy Ventures are among North America's foremost energy recyclers, and their addition will build upon the Partnership's expertise in power generation from renewable sources such as waste heat, small hydro and biomass. This acquisition strengthens the Partnership's position in the U.S. market and provides a platform for further growth."

"We are very excited about this agreement with EPCOR Power L.P.," said Thomas R. Casten, Chairman and CEO of Primary Energy Ventures LLC. "Primary Energy Venture's extensive knowledge of the U.S. markets and industrial energy supply will strengthen the Partnership's capability to grow throughout North America, while immediately adding additional technological and customer diversity. Likewise, this transaction expands the resources available to meet the needs of our customers."

The purchase price of the acquisition will be temporarily financed with a bank bridge facility with permanent financing to be arranged after the close of the transaction. The permanent financing is expected to consist of an offering of units by the Partnership representing approximately 70 per cent of the purchase price with the remaining 30 per cent financed with debt and the assumption of leases.

Primary Energy Ventures, headquartered in Oak Brook, Illinois, is a privately-held owner and operator of on-site combined heat and power and recycled energy projects. The fuel types of the eight facilities owned in whole by Primary Energy Ventures and the five facilities owned in part by Primary Energy Ventures include natural gas, waste heat, wood, tire-derived fuel, and coal. All of the power facilities have long-term power and/or steam off-take contracts with maturities ranging from 2008 through 2020. The five facilities in which Primary Energy Ventures holds a partial interest are owned by PERH, in which Primary Energy Ventures holds a 15.4 per cent interest. The remaining interest in PERH is held by PERC, which trades on the Toronto Stock Exchange (TSX: PRI.UN). Primary Energy Ventures serves as manager of PERC under a long-term Management Agreement. Following the receipt of certain waivers from PERC, and the close of the acquisition, Primary Energy Ventures is expected to continue to serve as the Manager of PERC in accordance with the terms of Management Agreement.

TD Securities Inc. served as the Partnership's financial advisor for this transaction.

Analyst Conference Call / Webcast

EPCOR Power L.P. will be hosting an analyst conference call to discuss the transaction with the investment community. The details of the conference call and simultaneous webcast are as follows:
Date: Monday, August 14, 2006
Time: 9:00 a.m. (MDT), 11:00 a.m. (EDT)
Toll-free dial in number: 1-888-458-1598
Participant pass code: 65407#

Click here to view the webcast and presentation.

A replay of the conference call will be available 30 minutes after the conference call ends and is available until midnight, August 28, 2006. To access the replay, dial 1-877-653-0545 followed by the pass code 330979#.

Backgrounder: Primary Energy Ventures

*While Power Purchase Contracts for the four California facilities expire in 2018 - 20, the energy price payable by the utilities purchasing power from the four California facilities is currently under review by the California Public Utilities Commission, and is anticipated to become a variable price based on the applicable utility's short-run avoided cost.
**PERH holds a 50 per cent interest in the Harbor Coal facility.

About EPCOR Power L.P.

Established in 1997, EPCOR Power L.P. is a limited partnership organized under the laws of the Province of Ontario. The Partnership owns and operates a portfolio of 12 power generation assets in Canada and the United States with total net generating capacity of 869 megawatts. The Partnership's web-site is http://www.epcorpowerlp.ca/.

Non-GAAP Measures

Cash available for distributions and cash available for distributions per unit are not defined financial measures according to Canadian generally accepted accounting principles ("GAAP") and do not have standardized meanings prescribed by GAAP. Therefore, these measures may not be comparable to similar measures presented by other enterprises. The Partnership uses cash available for distributions as a performance measure of the Partnership's ability over the long term to fund unitholder distributions.

Cash available for distributions in excess of cash distributions is utilized by the Partnership to stabilize future quarterly cash distributions, to finance future capital expenditures and to make discretionary debt repayments. Cash available for distributions is cash provided by operating activities plus changes in operating working capital less additions to property, plant and equipment less long-term debt repaid. Cash available for distributions per unit equals cash available for distributions divided by the weighted average number of units outstanding for the respective period.

Forward looking information

Certain information in this news release is forward looking and related to anticipated financial performance, events and strategies. When used in this context, words such as "will", "anticipate", "believe", "plan", "intend", "target" and "expect" or similar words suggest future outcomes. By their nature, such statements are subject to significant risks, assumptions and uncertainties, which could cause the Partnership's actual results and experience to be materially different than the anticipated results. Such risks, assumptions and uncertainties include, but are not limited to, the ability of the Partnership to successfully close, integrate and realize the financial benefits of the Primary Energy Ventures acquisition, the ability of the Partnership to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, estimates respecting the availability and price of energy commodities, plant availability, waste heat availability and water flows, regulatory and government decisions, the renewal and terms of power purchase contracts, competitive factors in the power industry, current and future economic conditions in North America and the performance of contractors and suppliers.

Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Except as required by law, the Partnership disclaims any intention and assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

For more information, please contact:

EPCOR Power L.P.
Media inquiries: Doug Downs (780) 412-3780
Shareholder and analyst inquiries: Randy Mah (780) 412-4297 or toll free at: (866) 896-4636

For more information about Primary Energy Ventures, please contact:

Primary Energy Ventures
Media inquiries: Mark Hall (630) 371-0573