BAM.A Brookfield Asset Management Inc

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES 


All amounts in Canadian dollars. 

Brookfield Renewable Energy Partners L.P. ("Brookfield Renewable") (TSX:BEP.UN)
and Brookfield Asset Management ("Brookfield")
(TSX:BAM.A)(NYSE:BAM)(EURONEXT:BAMA) today announced a bought-deal secondary
offering with a syndicate of underwriters led by Scotia Capital Inc. and TD
Securities Inc., through which a wholly-owned subsidiary of Brookfield has
agreed to sell 11,430,000 L.P. units of Brookfield Renewable at an offering
price of $26.25 per L.P. unit. The Underwriters have been granted an
over-allotment option to purchase up to an additional 1,714,500 L.P. units from
Brookfield at the offering price, under the same terms, exercisable for a period
of 30 days from closing of the Offering. 


Brookfield currently owns approximately 73% of Brookfield Renewable on a
fully-exchanged basis. Upon the completion of the offering, but before giving
effect to the over-allotment option, it is anticipated that Brookfield will own,
directly and indirectly, 179,465,109 L.P. units, representing approximately 68%
of Brookfield Renewable on a fully-exchanged basis. 


"One of our stated objectives when we launched Brookfield Renewable Energy
Partners was to grow and diversify our investor base," said Richard Legault,
Chief Executive Officer of Brookfield Renewable. "This offering will help to
enhance our liquidity and attract new shareholders looking to participate in a
pure-play, global renewable company with a unique hydroelectric portfolio and a
focus on growth and increasing cash distributions over time." 


A prospectus supplement to the short form base shelf prospectus of Brookfield
Renewable dated January 23, 2012 relating to the offering will be filed shortly
with Canadian securities regulatory authorities. Closing of the offering is
expected to occur on or about February 2, 2012 and is subject to certain
customary closing conditions. Brookfield Renewable will not receive any proceeds
from this offering.


This news release shall not constitute an offer of securities for sale in the
United States. The L.P. units offered will not be and have not been registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold into the United States absent registration or an exemption from
registration. There shall not be any public offering of the L.P. units in the
United States. 


About Brookfield Renewable Energy Partners

Brookfield Renewable Energy Partners (TSX:BEP.UN) operates one of the largest
publicly-traded, pure-play renewable power platforms globally. Its portfolio is
primarily hydroelectric and includes 172 hydropower facilities, six wind farms,
and totals approximately 5,000 megawatts of installed capacity. Diversified
across 67 river systems and 10 power markets in Canada, the United States and
Brazil, the portfolio generates enough electricity from renewable resources to
power two million homes on average each year. With a fully-contracted portfolio
of high-quality assets and strong growth prospects, the business is positioned
to generate stable, long-term cash flows supporting regular and growing cash
distributions to unitholders. For more information, please visit
www.brookfieldrenewable.com.


About Brookfield Asset Management

Brookfield Asset Management Inc. is a global alternative asset manager with
approximately $150 billion in assets under management. We have over a 100-year
history of owning and operating assets with a focus on real estate,
infrastructure, power and private equity. We have a range of public and private
investment products and services, which leverage our expertise and experience
and provide us with a distinct competitive advantage in the markets where we
operate. Brookfield is co-listed on the New York and Toronto Stock Exchanges
under the symbol BAM and on NYSE Euronext under the symbol BAMA. For more
information, please visit our web site at www.brookfield.com.


Note: This news release contains forward-looking statements and information
within the meaning of the Canadian securities laws. Forward-looking statements
may include estimates, plans, expectations, opinions, forecasts, projections,
guidance or other statements that are not statements of fact. Forward-looking
statements in this news release include statements regarding the secondary
offering of L.P. units; the expected impact on Brookfield Renewable's trading
liquidity and investor diversification; and Brookfield's ownership position
following the offering. Forward-looking statements can be identified by the use
of words such as "will", "expected", "intend", "continue", "positioned" and
"targets", or variations of such words and phrases. Although Brookfield and
Brookfield Renewable believe that such forward-looking statements and
information are based upon reasonable assumptions and expectations, no assurance
is given that such expectations will prove to have been correct. The reader
should not place undue reliance on forward-looking statements and information as
such statements and information involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of Brookfield and Brookfield Renewable to differ materially from
anticipated future results, performance or achievement expressed or implied by
such forward-looking statements and information. Except as required by law,
neither Brookfield nor Brookfield Renewable undertake any obligation to publicly
update or revise any forward-looking statements or information, whether written
or oral, that may be as a result of new information, future events or otherwise.

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