SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. )*

TransAlta Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

89346D107

(CUSIP Number)

Christopher P. Davis, Esq.Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

Tel: (212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 6, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS Mangrove Partners Master Fund, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 20,331,863
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 20,331,863
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,331,863
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Mangrove Partners
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 20,331,863
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 20,331,863
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,331,863
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Nathaniel August
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 20,331,863
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 20,331,863
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,331,863
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14.	TYPE OF REPORTING PERSON IN

1.	NAMES OF REPORTING PERSONS Cove Key Bluescape Holdings LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON PN

1.	NAMES OF REPORTING PERSONS Cove Key Fund GP LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON PN

1.	NAMES OF REPORTING PERSONS Cove Key GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Cove Key Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON PN

1.	NAMES OF REPORTING PERSONS Cove Key GP Management LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Jeff Coviello
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON IN, HC

1.	NAMES OF REPORTING PERSONS Bluescape Cove Key GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Bluescape Energy Partners III GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Bluescape Resources GP Holdings LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Bluescape Resources Company LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON OO

1.	NAMES OF REPORTING PERSONS Charles John Wilder, Jr.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    [X] (b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,202,433
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,202,433
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,202,433
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14.	TYPE OF REPORTING PERSON IN, HC

Item 1. Security and Issuer.

This statement relates to the common stock, no par value (the “Common Stock”), of TransAlta Corporation, a corporation organized under the laws of Canada (the “Issuer”). The Issuer’s principal executive office is located at 110-12^th Avenue S.W., Box 1900, Station “M”, Calgary, Alberta, Canada, T2P 2M1.

Item 2. Identity and Background.

(a) This statement is being jointly filed by:

(i)The Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted company (“Mangrove Partners Master Fund”);

(ii)Mangrove Partners, a Cayman Islands exempted company (“Mangrove Partners”);

(iii)            Nathaniel August (“Mr. August” and, together with Mangrove Partners Master Fund and Mangrove Partners, the “Mangrove Reporting Persons”);

(iv)            Cove Key Bluescape Holdings LP, a Delaware limited partnership (“Cove Key Bluescape Holdings”);

(v)             Cove Key Fund GP LP, a Delaware limited partnership (“Cove Key GP”);

(vi)            Cove Key GP LLC, a Delaware limited liability company (“Cove Key LLC”);

(vii)           Cove Key Management LP, a Delaware limited partnership (“Cove Key Investment Manager”);

(viii)          Cove Key GP Management LLC, a Delaware limited liability company (“Cove Key Management GP”);

(ix)            Jeff Coviello (“Mr. Coviello” and together with Cove Key Bluescape Holdings, Cove Key GP, Cove Key LLC, Cove Key Investment Manager and Cove Key Management GP, the “Cove Key Reporting Persons”);

(x)             Bluescape Cove Key GP LLC, a Delaware limited liability company (“Bluescape Cove Key GP”);

(xi)            Bluescape Energy Partners III GP LLC, a Delaware limited liability company (“Bluescape GP”);

(xii)           Bluescape Resources GP Holdings LLC, a Delaware limited liability company (“Bluescape GP Holdings”);

(xiii)          Bluescape Resources Company LLC, a Delaware limited liability company (“Bluescape”); and

(xiv)        Charles John Wilder, Jr. (“Mr. Wilder” and, together with Bluescape Cove Key GP, Bluescape GP, Bluescape GP Holdings and Bluescape, the “Bluescape Reporting Persons”).

Each of the foregoing is referred to individually as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons have entered into a joint filing agreement, dated as of March 15, 2019, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

The filing of this Schedule 13D should not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares reported herein.

(b)The principal business address of each of Mangrove Partners and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022. The registered office address for Mangrove Partners Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104. The officers and directors of Mangrove Partners Master Fund and Mangrove Partners and, to the extent that such persons are not also Reporting Persons, their principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.

The principal business address of each of the Cove Key Reporting Persons is 1122 Franklin Ave, Suite 500 (PH), Garden City, NY 11530.

The principal business address of each of the Bluescape Reporting Persons is 200 Crescent Court, Suite 1900, Dallas, Texas 75201.

(c)The principal business of Mangrove Partners Master Fund is acquiring, holding and disposing of investment securities. The principal business of Mangrove Partners is serving as the investment manager of Mangrove Partners Master Fund. The principal occupation of Mr. August is serving as a director for Mangrove Partners.

The principal business of Cove Key Bluescape Holdings is investments. The principal business of Cove Key GP is acting as the controlling general partner of Cove Key Bluescape Holdings. The principal business of Cove Key LLC is acting as the general partner of Cove Key GP. The principal business of Cove Key Investment Manager is investment management, including acting as investment manager for Cove Key Bluescape Holdings. The principal business of Cove Key Management GP is acting as the general partner of Cove Key Investment Manager. The principal business of Mr. Coviello is acting as the manager of Cove Key LLC and Cove Key Management GP.

The principal business of Bluescape Cove Key GP is acting as a general partner of Cove Key Bluescape Holdings. The principal business of Bluescape GP is acting as the managing member of Bluescape Cove Key GP and other entities that Bluescape GP controls. The principal business of Bluescape GP Holdings is acting as the manager of Bluescape GP and other entities that Bluescape GP Holdings controls. The principal business of Bluescape is acting as the manager of Bluescape GP Holdings and the other entities that Bluescape controls. The principal business of Mr. Wilder is acting as the manager of Bluescape and its affiliates and as the manager or member of other investment and operating entities.

(d)No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)Each of Mangrove Partners Master Fund and Mangrove Partners is organized as a limited liability exempted company under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States. The citizenship of the persons listed on Schedule A, who are not Reporting Persons, is set forth therein.

Each of the Cove Key Reporting Persons, other than Mr. Coviello, is organized under the laws of the State of Delaware. Mr. Coviello is a citizen of the United States of America.

Each of the Bluescape Reporting Persons, other than Mr. Wilder, is organized under the laws of the State of Delaware. Mr. Wilder is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

With respect to the 20,331,863 shares of Common Stock directly owned by Mangrove Partners Master Fund, Mangrove Partners Master Fund paid a total of approximately USD $105,999,926. The funds used to purchase these securities were obtained from the general working capital of Mangrove Partners Master Fund, including margin account borrowings made in the ordinary course of business, although the Mangrove Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

With respect to the 8,202,433 shares of Common Stock directly held by Cove Key Bluescape Holdings, Cove Key Bluescape Holdings used working capital to purchase such shares. The total purchase price for the 1,611,279  shares of Common Stock directly held by Cove Key Bluescape Holdings and purchased on the open market was approximately USD $9,782,950. The total purchase price for the 6,591,154 shares of Common Stock directly held by Cove Key Bluescape Holdings and purchased pursuant to the Share Purchase Agreement was USD $40,000,000.

Item 4. Purpose of Transaction.

On March 6, 2019, Mangrove Partners, Bluescape Energy Partners LLC, a Delaware limited liability company (“Bluescape Energy Partners”), and Cove Key Bluescape Holdings entered into a Cooperation Agreement (the “Cooperation Agreement”) whereby, among other things, they agreed to coordinate and cooperate in certain activities related to their ownership of the common shares of the Issuer any other voting or equity securities of the Issuer, any securities convertible into voting or equity securities of the Issuer, and derivative contracts. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit B hereto and is incorporated herein by reference.

Accordingly, the Reporting Persons may be deemed a group (such group, the “Group”) for the purposes of Section 13(d)(3) of the Act. Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock of the Issuer, any other voting or equity securities of the Issuer, any securities convertible into voting or equity securities of the Issuer, and derivative contracts acquired or held by the other members of the Group.

On March 12, 2019, Mangrove Partners and Cove Key Bluescape Holdings entered into a Share Purchase Agreement (the “Share Purchase Agreement”), pursuant to which Mangrove Partners sold 6,591,154 shares of Common Stock to Cove Key Bluescape Holdings for a total purchase price of USD $40,000,000. The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached as Exhibit C hereto and is incorporated herein by reference.

The Group entered into the Cooperation Agreement and purchased the shares of Common Stock reported herein based on its belief that such shares were undervalued and that the Issuer can create significantly more value for shareholders through improved execution and focus. Members of the Group have spoken to, and intend to continue to speak with, representatives of the Issuer’s board of directors and management to discuss enhancing shareholder value and seeking board representation.

The Group believes that there exist numerous opportunities to increase shareholder value, including through operational and cost excellence, asset optimization, capital allocation and broader strategic initiatives.

The Group believes that Charles John Wilder, Jr. and his team have directly relevant experience in effecting such improvements at non-regulated electricity generation and energy marketing companies as well as a long track record of creating value for all shareholders. The Group looks forward to holding discussions with the Issuer’s board of directors to address these opportunities as well as to implement appropriate board-level oversight.

Depending upon other factors, including overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such shares desirable, the Group may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise on such terms and at such times as the Group may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the shares of Common Stock without affecting their beneficial ownership of shares of Common Stock. The Group is also evaluating the nomination of one or more individuals for election as directors of the Issuer at the 2019 annual meeting of stockholders of the Issuer.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or make precatory, conditional or binding proposals with respect to, or with respect to potential changes in, the Issuer’s: operations, management, certificate of incorporation and bylaws, composition of the board of directors of the Issuer or its committees, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, including the sales thereof, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the board of directors of the Issuer, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)The aggregate percentage of shares of Common Stock reported as beneficially owned by each person named herein is based upon 284,842,967 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of December 31, 2018 as reported in the Issuer’s Annual Report on Form 40-F filed with the Securities and Exchange Commission on February 27, 2019.

As of the date hereof, Mangrove Partners Master Fund directly owns 20,331,863 shares of Common Stock. Mangrove Partners serves as the investment manager of Mangrove Partners Master Fund. Mr. August is the principal of Mangrove Partners. As a result, each of Mangrove Partners and Nathaniel August may be deemed to beneficially own the shares of Common Stock beneficially owned by Mangrove Partners Master Fund.

As of the date hereof, Cove Key Bluescape Holdings directly holds 8,202,433 shares of Common Stock. Cove Key GP is the general partner of Cove Key Bluescape Holdings. Cove Key Investment Manager is the investment manager of Cove Key Bluescape Holdings. Cove Key LLC is the general partner of Cove Key GP. Cove Key Management GP is the general partner of Cove Key Investment Manager. Mr. Coviello is the manager of Cove Key LLC and Cove Key Management GP. As a result, each of Cove Key GP, Cove Key LLC, Cove Key Investment Manager, Cove Key Management GP and Mr. Coviello may be deemed to beneficially own the shares of Common Stock held by Cove Key Bluescape Holdings. Each of the foregoing Cove Key Reporting Persons disclaims beneficial ownership of such shares of Common Stock except to the extent such person actually exercises voting or investment power over such shares of Common Stock.

Although Bluescape Cove Key GP is not currently acting as the investment manager of Cove Key Bluescape Holdings, pursuant to the limited partnership agreement of Cove Key Bluescape Holdings, Bluescape Cove Key GP has certain negative consent rights and has the right to revoke Cove Key Investment Manager’s authority to manage, Cove Key Bluescape Holdings, in whole or in part, at any time and for any reason or no reason. Bluescape GP is acting as the managing member of Bluescape Cove Key GP. Bluescape GP Holdings is acting as the manager of Bluescape GP. Bluescape is acting as the manager of Bluescape GP Holdings. Mr. Wilder is acting as the manager of Bluescape. As a result, each of Bluescape Cove Key GP, Bluescape GP, Bluescape GP Holdings, Bluescape and Mr. Wilder may be deemed to beneficially own the shares of Common Stock held by Cove Key Bluescape Holdings. Each person herein disclaims beneficial ownership of such shares of Common Stock except to the extent such person actually exercises voting or investment power over such shares of Common Stock.

As the Reporting Persons may be deemed to be a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such group may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Reporting Persons in the aggregate.

(b)Each of Mangrove Partners Master Fund, Mangrove Partners and Mr. August has shared voting and dispositive power over the shares of Common Stock directly beneficially owned by Mangrove Partners Master Fund.

Each of Cove Key GP, Cove Key Investment Manager, Cove Key LLC, Cove Key Investment Manager, Mr. Coviello, Bluescape Cove Key GP, Bluescape GP, Bluescape GP Holdings, Bluescape and Mr. Wilder has shared voting and dispositive power over the shares of Common Stock directly beneficially owned by Cove Key Bluescape Holdings.

(c)Except as disclosed on Schedule B attached hereto, none of the Reporting Persons have entered into any transactions in the shares of Common Stock during the past sixty days.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the shares of Common Stock.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Cooperation Agreement

On March 6, 2019, Mangrove Partners, Bluescape Energy Partners and Cove Key Bluescape Holdings entered into the Cooperation Agreement whereby, among other things, they agreed to coordinate and cooperate in certain activities related to their ownership of the Common Stock.

Pursuant to the Cooperation Agreement, the parties and their affiliates are permitted to acquire shares of Common Stock of the Issuer, any other voting or equity securities of the Issuer, any securities convertible into voting or equity securities of the Issuer, and derivative contracts up to certain agreed maximum threshold amounts, subject to certain notification and cooperation obligations. Pursuant to the Cooperation Agreement, the following matters require the mutual agreement of the parties: (i) the selection and nomination of individuals to serve as directors of the Issuer; (ii) hiring professionals in connection with the activities contemplated by and resulting from the Cooperation Agreement (including, without limitation, any investment bankers, local counsel, proxy solicitors, public relations firms and private investigators), other than any professionals retained by the parties in connection with the activities contemplated thereby or resulting from the Cooperation Agreement prior to the date thereof; (iii) making, revising or withdrawing of any proposals to the Issuer regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iv) seeking to control, advise, change or influence the management, directors, governing instruments, stockholders, policies or affairs of the Issuer; (v) the conduct of any proxy contest, proxy solicitation or similar actions involving the Issuer and its stockholders; (vi) the manner, form, content and timing of any communications with the Issuer, as well as any public disclosures, public statements or other communications relating to the Issuer, the Securities, the Cooperation Agreement or the activities contemplated by the Cooperation Agreement (subject to certain exceptions for any disclosure, statement or communication that is required by law, regulation or fund documentation applicable to a party); (vii) the admission of any additional members to the group (within the meaning of Section 13(d)(3) of the Exchange Act) formed by the Cooperation Agreement or otherwise, or entering into any agreement, arrangement or understanding with, or determining to act in concert with, any person (other than an affiliate) in connection with the holding, voting or disposition of Securities or the solicitation of proxies from stockholders of the Issuer; (viii) the conduct of any litigation in furtherance of the activities contemplated by or resulting from the Cooperation Agreement; (ix) entering into any settlement, standstill or other similar agreement with the Issuer; and (x) engaging in any of the foregoing activities, directly or indirectly, including, without limitation, through or by any of their affiliates’ respective investment funds, managed accounts or other investment vehicles managed or advised by them or their affiliates, other than pursuant to the terms of the Cooperation Agreement.

Per the terms of the Cooperation Agreement, the Reporting Persons have also agreed to (x) take such commercially reasonable actions as may be required so that they may vote their Common Stock, and cause any person with whom they have shared voting power to vote such Common Stock, in connection with any meeting of the Issuer’s stockholders, (y) attend any meeting of the Issuer’s stockholders held in the 2019 calendar year, in person or by proxy, such that all Common Stock held by them is represented and entitled to vote on all matters to be voted upon at such meeting, and (z) vote such Common Stock in person or by proxy in favor of the persons nominated by the parties or any of their and their affiliates’ respective investment funds, managed accounts or other investment vehicles managed or advised by them or their affiliates to the board of directors of the Issuer and any ancillary or procedural actions or matters related to giving effect to, or required to effect the approval of, such actions and, with respect to any other proposal put forth for a vote of the stockholders at any such meeting, in accordance with any agreement of the parties prior to the conclusion thereof. Pursuant to the Cooperation Agreement, the foregoing will also apply to any special meeting of the Issuer’s stockholders held prior to the 2019 calendar year meeting.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit B hereto and is incorporated herein by reference.

Share Purchase Agreement

On March 12, 2019, Mangrove Partners and Cove Key Bluescape Holdings entered the Share Purchase Agreement, pursuant to which Mangrove Partners sold 6,591,154 shares of Common Stock to Cove Key Bluescape Holdings for a total purchase price of USD $40,000,000.

The foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is attached as Exhibit C hereto and is incorporated herein by reference.

Except as described in this Item 6 or incorporated herein by reference, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit A Joint Filing Agreement, dated as of the date hereof, by and among The Mangrove Partners Master Fund, Ltd., Mangrove Partners, Nathaniel August, Bluescape Cove Key GP LLC, Bluescape Energy Partners III GP LLC, Bluescape Resources GP Holdings LLC, Bluescape Resources Company LLC and Charles John Wilder, Jr.

Exhibit B Cooperation Agreement, dated as of March 6, 2019, by and among Mangrove Partners, Bluescape Energy Partners LLC and Cove Key Bluescape Holdings LP.

Exhibit C Share Purchase Agreement, dated March 12, 2019, by and between Mangrove Partners Master Fund and Cove Key Bluescape Holdings LP.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: March 15, 2019

THE MANGROVE PARTNERS MASTER FUND, LTD.
By:	MANGROVE PARTNERS, as Investment Manager
By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

MANGROVE PARTNERS
By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	/s/ Nathaniel August
	NATHANIEL AUGUST
COVE KEY BLUESCAPE HOLDINGS LP By: Bluescape Cove Key GP LLC, its general partner
By:		/s/ Jonathan Siegler
		Name:	Jonathan Siegler
		Title:	Managing Director

COVE KEY FUND GP LP By:  Cove Key GP LLC, its general partner
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

COVE KEY GP LLC
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

COVE KEY MANAGEMENT LP By: Cove Key GP Management LLC, its general partner
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

COVE KEY GP MANAGEMENT LLC
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

/s/ Jeff Coviello

JEFF COVIELLO

BLUESCAPE COVE KEY GP LLC
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

BLUESCAPE ENERGY PARTNERS III GP LP
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

BLUESCAPE RESOURCES GP HOLDINGS LLC
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

BLUESCAPE RESOURCES COMPANY LLC
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

/s/ Charles John Wilder, Jr.

CHARLES JOHN WILDER, JR.

SCHEDULE A

Directors and Officers of The Mangrove Partners Master Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Ward DietrichDirector	Mr. Dietrich is the Chief Operating Officer of Mangrove Partners.	645 Madison Avenue 14th Floor New York, NY 10022 United States	United States
David BreeDirector	Mr. Bree is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.	DMS Offshore Investment Services dms House, 20 Genesis Close George Town P.O. Box 314 Grand Cayman KY1-1104 Cayman Islands	Cayman Islands
Kevin PhillipDirector	Mr. Phillip is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.	DMS Offshore Investment Services dms House, 20 Genesis Close George Town P.O. Box 314 Grand Cayman KY1-1104 Cayman Islands	Trinidad and Tobago

Directors and Officers of Mangrove Partners

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Nathaniel August *Director

^* Mr. August is a Reporting Person and, as such, his information called for by Item 2 of Schedule 13D is set forth therein.

SCHEDULE B

Transaction in Securities of the Issuer During the Past 60 Days

Date		Buy/Sell	Security	Amount of Shares Bought/(Sold)	Approx. Price ($CAD) per Share1
	Mangrove Partners Master Fund, Ltd.
3/12/2019		Sell	Common Stock	6,591,154	8.14
	Cove Key Bluescape Holdings LP
3/15/2019		Buy	Common Stock	205,799.00	8.40356
3/14/2019		Buy	Common Stock	171,900.00	8.3388
3/12/2019		Buy	Common Stock	6,591,154.00	8.142
3/7/2019		Buy	Common Stock	20,200.00	8.0732
3/7/2019		Buy	Common Stock	100,000.00	8.1362
3/6/2019		Buy	Common Stock	154,800.00	8.2343
3/5/2019		Buy	Common Stock	141,600.00	8.0118
3/4/2019		Buy	Common Stock	87,380.00	7.9828
3/1/2019		Buy	Common Stock	48,200.00	8.0675
2/28/2019		Buy	Common Stock	109,400.00	8.0933
2/27/2019		Buy	Common Stock	247,000.00	7.9738
2/26/2019		Buy	Common Stock	25,000.00	7.865
2/26/2019		Buy	Common Stock	25,000.00	7.865
2/26/2019		Buy	Common Stock	25,000.00	7.865
2/26/2019		Buy	Common Stock	50,000.00	7.865
2/26/2019		Buy	Common Stock	25,000.00	7.875
2/26/2019		Buy	Common Stock	50,000.00	7.8149
2/26/2019		Buy	Common Stock	25,000.00	7.8901
2/26/2019		Buy	Common Stock	100,000.00	7.8759

1Not including any brokerage fees

2              As converted to $CAD using the USD $6.069 price per common share of the Issuer pursuant to the Share Purchase Agreement.

EX-99.1

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common stock, no par value, of TransAlta Corporation dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: March 15, 2019

THE MANGROVE PARTNERS MASTER FUND, LTD.
By:	MANGROVE PARTNERS, as Investment Manager
By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

MANGROVE PARTNERS
By:	/s/ Nathaniel August
	Name:	Nathaniel August
	Title:	Director

	/s/ Nathaniel August
	NATHANIEL AUGUST
COVE KEY BLUESCAPE HOLDINGS LP By: Bluescape Cove Key GP LLC, its general partner
By:		/s/ Jonathan Siegler
		Name:	Jonathan Siegler
		Title:	Managing Director

COVE KEY FUND GP LP By:  Cove Key GP LLC, its general partner
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

COVE KEY GP LLC
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

COVE KEY MANAGEMENT LP By: Cove Key GP Management LLC, its general partner
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

COVE KEY GP MANAGEMENT LLC
By:	/s/ Jeff Coviello
	Name:	Jeff Coviello
	Title:	Manager

/s/ Jeff Coviello

JEFF COVIELLO

BLUESCAPE COVE KEY GP LLC
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

BLUESCAPE ENERGY PARTNERS III GP LP
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

BLUESCAPE RESOURCES GP HOLDINGS LLC
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

BLUESCAPE RESOURCES COMPANY LLC
By:	/s/ Jonathan Siegler
	Name:	Jonathan Siegler
	Title:	Managing Director

/s/ Charles John Wilder, Jr.

CHARLES JOHN WILDER, JR.

EX-99.2

EXHIBIT B

CONFIDENTIAL                                                                                                                                                                                               Execution Version

COOPERATION AGREEMENT

THIS COOPERATION AGREEMENT (this “Agreement”), dated as of March 6, 2019, is by and among Mangrove Partners, a Cayman Islands limited liability exempt company, (“Mangrove”), Bluescape Energy Partners LLC, a Delaware limited liability company (“Bluescape”), and Cove Key Bluescape Holdings LP, a Delaware limited partnership (“Cove Key” and, together with Bluescape, collectively, the “Bluescape/Cove Key Group”). Each of Mangrove, Bluescape and Cove Key is referred to herein as a “party” and, collectively, as the “parties”.

WHEREAS, the parties desire to coordinate certain efforts with respect to (i) the proposal of certain actions relating to TransAlta Corporation (the “Company”) and (ii) the purchase of Securities (as defined in Section 12 below) by them, their affiliates (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and any of their and their affiliates’ respective investment funds, managed accounts or other investment vehicles managed or advised by them or their affiliates (collectively, “Covered Entities”); and

WHEREAS, in connection with the transactions contemplated by this Agreement, Mangrove Partners Master Fund, Ltd. and Cove Key contemplate entering into a Share Purchase Agreement governing the purchase and sale of certain securities of the Company (the “Purchase Agreement”) in the future.

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties agree as follows:

1. Purchase and Sale of Securities.

a. Subject to the terms of this Agreement, each of Mangrove and the Bluescape/Cove Key Group may, directly or indirectly through one or more of their respective Covered Entities, acquire additional Securities; provided, however, that in no event shall Mangrove and its Covered Entities, or the Bluescape/Cove Key Group and their respective Covered Entities, collectively acquire Securities in excess of the Maximum Investment (as defined below) applicable to such party without the prior written consent of the other parties, which consent may be withheld for any or no reason.  For the avoidance of doubt, it is in each party’s sole discretion whether to acquire Securities (directly or indirectly through its Covered Entities) and in what amount (subject to the Maximum Investment).

b. Each party shall, after 4:00 PM Eastern time on each business day, provide the other parties with information regarding any transactions effected in the Securities by such party and its Covered Entities (which information shall include (x) the quantity of Securities acquired or sold and (y) with respect to Derivative Contracts, the number of Notional Shares).

c. For purposes of this Agreement, “Maximum Investment” shall mean (x) with respect to the Bluescape/Cove Key Group, Securities (including any Securities already beneficially owned or over which control or direction is exercised, directly or indirectly, by the Bluescape/Cove Key Group) representing 9.99% of the number of then outstanding Securities of a class of Securities of the Company and (y) with respect to Mangrove, Securities (including any Securities already beneficially owned or over which control or direction is exercised, directly or indirectly, by Mangrove) representing 9.99% of the number of then outstanding Securities of a class of Securities of the Company.  In no event will the Securities beneficially owned or over which control or direction is exercised, directly or indirectly, by Mangrove and the Bluescape/Cove Key Group total, in aggregate, 20% or more of a class of outstanding Securities of the Company unless it has first been confirmed that any acquisition that will result in such a level of holdings will not trigger the requirement for the parties to directly or indirectly make a formal take-over bid for such class of Securities under Canadian securities laws or would be reasonably likely to result in negative consequences for the non-acquiring party under any shareholder rights plan of the Company.

d. Mangrove believes that having the Bluescape/Cove Key Group as a co-sponsor of the transactions contemplated by this Agreement provides value to Mangrove. Accordingly, as an inducement for the Bluescape/Cove Key Group to enter into this Agreement, Mangrove agrees that the Bluescape/Cove Key Group is to be reimbursed in an aggregate amount equal to the product of (A) the total of (x) $40,000,000 divided by (y) the price per share set forth in the Purchase Agreement, multiplied by (B) the total of (x) the price per share set forth in the Purchase Agreement minus (y) $5.885.

e. Promptly after the date hereof, but in any event no later than ten days after the date of this Agreement, Mangrove shall file, or cause to be filed, a joint statement on Schedule 13D with respect to the parties’ beneficial reporting obligations under Section 13(d) of the Exchange Act (the “Schedule 13D”).  Each party shall cooperate in all respects with each other party in connection with the preparation and filing of the Schedule 13D, including by allowing each party a reasonable opportunity to review in advance and comment on drafts of the Schedule 13D.

2. Coordinated Activities.

a. The following matters shall require the mutual agreement of the parties (which agreement shall not be unreasonably withheld, conditioned or delayed): (i) the selection and nomination of individuals to serve as directors of the Company; (ii) hiring of professionals in connection with the activities contemplated by and resulting from this Agreement (including, without limitation, any investment bankers, local counsel, proxy solicitors, public relations firms, social media firms and private investigators), other than any professionals retained by the parties in connection with the activities contemplated hereby or resulting from this Agreement prior to the date hereof; (iii) making, revising or withdrawing of any proposals to the Company regarding the conduct of its business, corporate governance matters, corporate transactions or otherwise; (iv) seeking to control, advise, change or influence the management, directors, governing instruments, shareholders, policies or affairs of the Company; (v) the conduct of any proxy contest, proxy solicitation or similar actions involving the Company and its shareholders, including requisitioning a special meeting of Company shareholders; (vi) the manner, form, content and timing of any communications with the Company, as well as any public disclosures, public statements or other communications relating to the Company, the Securities, this Agreement or the activities contemplated by this Agreement (provided that, to the extent such disclosure, statement or communication is required by law, regulation or fund documentation applicable to a party, such party may make such required disclosure, statement or other communication without the agreement of the other parties as long as such party, to the extent practicable and permitted by applicable law and regulation, provides prior notice thereof to the other parties); (vii) the admission of any additional members to the group (within the meaning of Section 13 of the Exchange Act) formed by this Agreement or otherwise, or entering into any agreement, arrangement or understanding with, or determining to act in concert with, any person (other than an affiliate) in connection with the holding, voting or disposition of Securities or the solicitation of proxies from shareholders of the Company; (viii) the conduct and defense of any litigation in furtherance of the activities contemplated by or resulting from this Agreement; (ix) entering into any confidentiality, extension, settlement, standstill or other similar agreement with the Company; and (x) engaging in any of the foregoing activities, directly or indirectly, including, without limitation, through or by any Covered Entities, other than pursuant to the terms of this Agreement. The provisions of this Section 2(a) shall not restrict the parties’ ability to have private discussions with Company shareholders and research analysts as long as such discussions, to the extent they relate to the Company, are consistent with the actions and communications previously agreed to by the parties.

b. No party shall be permitted, nor shall any party allow its Covered Entities, to enter into a confidentiality agreement or other agreement with any third party that directly or indirectly either (i) restricts the parties’ ability to execute transactions in Securities or (ii) relates to the receipt by such party of material non-public information with respect to the Company that could restrict such party’s ability to trade in the Securities; provided, however, that, in the event that either Mangrove or the Bluescape/Cove Key Group, directly or indirectly through their respective Covered Entities, receives any material non-public information with respect to the Company, (A) such party shall immediately notify the other parties of the fact that it has received material non-public information with respect to the Company that could reasonably be expected to restrict such party’s ability to trade in Securities, and (B) such party shall not share such material non-public information with any other party.

c. For the avoidance of doubt, this Agreement shall not restrict (i) any party’s purchase or sale of any non-convertible debt securities of the Company or any derivative instrument with respect thereto or (ii) the sale, pledge or other disposition of any Securities.

3. Voting of Common Shares.

a. Unless otherwise agreed in writing by the parties, each party shall, and shall cause its Covered Entities (i) to take such commercially reasonable actions as may be required so that it may vote its Common Shares, and cause any person with whom it has shared voting power to vote such Common Shares, in connection with any meeting of shareholders or action by written consent with respect to the Company; and (ii) on the Meeting Date, (x) to attend the 2019 Meeting in person or by proxy such that all Common Shares held by such party and its Covered Entities is represented and entitled to vote on all matters to be voted upon at such meeting, (y) at the 2019 Meeting, to vote such Common Shares in person or by proxy in favor of the persons nominated by the parties or any of their respective Covered Entities to the board of directors of the Company (the “Company Actions”), in favor of any ancillary or procedural actions or matters related to giving effect to the Company Actions or required to effect the approval of the Company Actions (but in no event in contravention of any of the Company Actions) and, with respect to any other proposal put forth for a vote of the shareholders at the 2019 Meeting, in accordance with any agreement of the parties prior to the conclusion of the 2019 Meeting, and (z) at the 2019 Meeting, not to vote any such Common Shares other than as provided in the immediately preceding clause (y).

b. In the event that, prior to the 2019 Meeting, the Company convenes a special meeting of the shareholders of the Company for the removal or election of directors or any other proposals, the terms of Section 3(a) shall also apply to the parties, to the furthest extent possible, with respect to their conduct in connection with voting at such special meeting.

c. For purposes of this Section 3, (i) “Meeting Date” shall mean the date of the Company’s 2019 Meeting; and (ii) “2019 Meeting” shall mean the annual meeting of the shareholders of the Company to be held in calendar year 2019.

4. Shared Expenses.  Mangrove and the Bluescape/Cove Key Group shall pay from and after the date of this Agreement, on a 75% and 25% pro rata basis, respectively (the “Sharing Ratio”), all third party out-of-pocket expenses incurred by the parties and their respective Covered Entities in furtherance of the actions agreed to be undertaken pursuant to this Agreement that have been approved by the parties (which approval shall not be unreasonably withheld, conditioned or delayed) in writing (including, for such purposes, through email correspondence) prior to or after their incurrence; provided, however, that (i) Mangrove shall be responsible for and pay all third party out-of-pocket expenses that pertain only to it and its respective Covered Entities and (ii) the Bluescape/Cove Key Group, shall be responsible for and pay all third party out-of-pocket expenses that pertain only to it and its respective Covered Entities (including the payment of all costs and expenses incurred in connection with the preparation and filing of any anti-trust notification or report forms with the applicable foreign or domestic regulatory body with respect to the Company). Promptly upon request, Mangrove shall reimburse the Bluescape/Cove Key Group and the Bluescape/Cove Key Group shall reimburse Mangrove, in each case for their respective portion of any such shared expenses incurred or to be incurred by such other party; provided, however, that the party seeking reimbursement shall provide the other parties with reasonable documentation evidencing its expenses upon request.  Notwithstanding the foregoing, a party will not be entitled to contribution for any expense or liability arising out of such party’s or its affiliates’ breach of this Agreement, fraud, willful misconduct or gross negligence.  Except as otherwise agreed between Bluescape and Cove Key and/or their respective affiliates or pursuant to the fund documents of Cove Key, no party shall charge the other parties any management, incentive or similar fees in connection with this Agreement or the actions contemplated by or resulting from this Agreement.

5. Regulatory Reporting; Compliance. The parties shall cooperate in connection with the drafting and filing of any regulatory filing that may be required to be made in connection with the matters contemplated by or resulting from this Agreement under applicable law in Canada, the United States or elsewhere (including, without limitation, any Schedule 13D (and any amendments thereto) required to be filed under the Exchange Act and any filings required to be made under other applicable statutes or regulations) or applicable stock exchange rules.  Each party shall be responsible for the accuracy and completeness of the disclosure related to such party in any such regulatory filing, and shall not be responsible for the accuracy or completeness of the information concerning the other parties therein.  Each of the parties hereby agrees to use its reasonable best efforts to ensure its compliance with all applicable regulatory requirements in connection with the activities contemplated by and resulting from this Agreement (including, without limitation, the foregoing regulatory reporting requirements).  Each party shall be responsible for any breaches or violations of such regulatory requirements by such party or any of its affiliates, individually or collectively, and shall not be responsible for any such breaches or violations by the other parties or any of such other party’s affiliates.

6. Representations and Warranties.

a. Each party hereby represents and warrants to the other parties that (i) such party is entering into this Agreement, and the arrangement contemplated hereby, solely as a result of its own independent analysis and research of the Company; (ii) Mangrove is not providing investment advice or investment services to the Bluescape/Cove Key Group; (iii) the Bluescape/Cove Key Group is not providing investment advice or investment services to Mangrove; (iv) such party and its Covered Entities have not executed a confidentiality agreement or other similar agreement with the Company; and (v) other than the existence of this Agreement and the actions contemplated hereby, such party and its Covered Entities do not have any material non-public information concerning the Company that could reasonably be expected to restrict any other party’s, or any of their respective Covered Entities’, ability to trade Securities.

b. Each party hereby represents and warrants to the other parties that, as of the close of business on March 5, 2019, such party and its respective Covered Entities did not own any Securities, did not have beneficial ownership of, or exercise control or direction over, directly or indirectly, any Securities, and were not party to any Derivative Contract, in each case, except as set forth on Schedule I.

7. Termination.  This agreement will terminate at the earliest to occur of: (a) 11:59 p.m. (New York time) on December 31, 2019; (b) the appointment or election of persons mutually agreed upon pursuant to Section 2(a) to serve as director(s) of the Company; (c) termination by the mutual written agreement of the parties; (d) ten business days following written notice by the terminating party to the other parties after such other party gave notice that it received material non-public information with respect to the Company that could reasonably be expected to restrict such party’s ability to trade in Securities; (e) termination by one party upon 5 days’ prior written notice in the event that (i) the parties come to a material disagreement as to the conduct or strategy of the parties with respect to the Company or (ii) a party determines, despite using its reasonable best efforts, that it must dispose of all Securities then owned by such party because the failure to dispose of such Securities would reasonably be expected to have a material, detrimental effect on such party or its affiliates; and (f) termination by one party in the event that any other party has ceased to comply with or has breached any of the terms of this Agreement in any material respect and, if capable of being cured, such material breach or failure has not been cured within ten days after receipt by such other party of notice by the terminating party specifying such material breach or failure. In the event that this Agreement is terminated, the parties shall cooperate to take such actions as may be necessary or required to publicly disclose the occurrence of such termination and/or the consequences thereof, including, without limitation, amending any prior filings under the Exchange Act or Canadian securities laws concerning the Company, the Securities and/or the relationship of the parties.  Sections 4, 6 and 10 shall survive any termination of this Agreement.

8. Relationship of the Parties.  Nothing in this Agreement, and no actions taken by the parties or their respective Covered Entities resulting from this Agreement, shall be construed as creating between the parties any joint venture, partnership, association or other entity for any purpose (including, without limitation, for U.S. income tax purposes), any agency relationship, or the establishment of any investment advisory service or the provision of any investment advice by one party for the benefit of the other, nor shall any party, except as expressly set forth in this Agreement, (i) have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party or (ii) have any fiduciary or other duties to any other party. Each party agrees that it does not have any interest in the profits or losses of the other party in connection with its acquisition or disposition of any Securities.

9. Entire Agreement.  This Agreement and the Purchase Agreement constitute the entire understanding between the parties with respect to the subject matter hereof and replaces and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

10. Miscellaneous.  This Agreement (a) shall be governed by and construed in accordance with the laws of the State of New York, (b) may not be assigned (and any assignment in violation of this Agreement will be null and void), amended, waived or modified except by a writing signed by each party (and neither the failure nor any delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder), and (c) may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument, and signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

11. Further Assurances; Survival.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.  In addition, the parties agree to use their reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

12. Defined Terms.  For purposes of this Agreement:

a. “beneficially own” or “beneficial ownership” with respect to any Securities shall mean having “beneficial ownership” of such Securities as determined pursuant to Rule 13d-3 under the Exchange Act or Canadian law.

b. “Common Shares” shall mean the common shares of the Company.

c. “Derivatives Contract” shall mean (i) a swap or other instrument, agreement, security or exchange contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the Receiving Party of a number of Common Shares or other voting or equity securities of the Company specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Shares”), regardless of whether obligations under such instrument, agreement, security or exchange contract are required or permitted to be settled through the delivery of cash, Common Shares, other voting or equity securities of the Company or other property (without regard to any short position under the same or any other Derivatives Contract), or (ii) any other instrument, agreement or understanding that affects, directly or indirectly, a party’s economic interest in Common Shares or other voting or equity securities of the Company.

d. “Securities” shall mean, collectively, Common Shares, any other voting or equity securities of the Company, any securities convertible into voting or equity securities of the Company, and Derivative Contracts; for the avoidance of doubt, Securities shall not be deemed to include, nor shall the parties transact in, any voting or equity securities of TransAlta Renewables Inc. or any securities convertible into voting or equity securities of TransAlta Renewables Inc.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

MANGROVE PARTNERS
By:	/s/ Nathaniel August
Name:		Nathaniel August
Title:		President and Director

BLUESCAPE ENERGY PARTNERS LLC
By:	/s/ Jonathan Siegler
Name:		Jonathan Siegler
Title:		Managing Director

COVE KEY BLUESCAPE HOLDINGS LP
By:	/s/ Jeff Coviello
Name:		Jeff Coviello
Title:		Managing Member

Schedule I

Ownership of Securities as of March 5, 2019

Entity	Beneficial Ownership of Common Shares	Notional Shares pursuant to Derivative Contracts
Mangrove
The Mangrove Partners Master Fund, Ltd.	26,923,017Common Shares
Total	26,923,017 Common Shares	0 Common Shares
Bluescape/Cove Key Group
Cove Key Bluescape Holdings LP	958,580 Common Shares
Total	958,580 Common Shares	0 Common Shares

EX-99.3

EXHIBIT C

CONFIDENTIAL        Execution Version

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 12^th day of March, 2019, by and between Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted limited liability company (“Seller”), and Cove Key Bluescape Holdings LP, a Delaware limited partnership (“Purchaser”).

WHEREAS, Seller owns 26,923,017 issued and outstanding common shares (the “Common Shares”) of TransAlta Corporation (the “Company”);

WHEREAS, on March 6, 2019, Seller, Purchaser and Bluescape Energy Partners LLC entered into a Cooperation Agreement (the “Cooperation Agreement”) pursuant to which Seller and Purchaser shall coordinate certain efforts with respect to the proposal of certain actions relating to the Company; and

WHEREAS, in connection with the transactions contemplated by the Cooperation Agreement, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, 6,591,154 Common Shares (the “Shares”), all upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements hereinafter set forth, and intending to be legally bound, Seller and Purchaser hereby agree as follows:

1. PURCHASE AND SALE.

Seller is hereby selling to Purchaser, free and clear of all liens and other encumbrances (other than as set forth herein), and Purchaser is hereby purchasing from Seller, the Shares at a purchase price of U.S. six dollars and six and nine-tenths of one cent (US$6.069) per share for a total purchase price of US$40,000,000 (the “Purchase Price”).

2. CLOSING.

Concurrently herewith, (a) Purchaser will pay the Purchase Price by wire transfer of immediately available funds to Seller’s bank account communicated by Seller to Purchaser, and (b) Seller will cause the Shares to be delivered to Purchaser to a book entry account designated by Purchaser, or in such other manner as agreed to in writing by the parties hereto.

3. REPRESENTATIONS AND WARRANTIES

3.1. Purchaser’s Representations and Warranties. Purchaser hereby acknowledges, represents and warrants to, and agrees with, Seller, as of the date hereof, as follows:

3.1.1. Purchaser has all necessary right, power and authority to enter into this Agreement and to purchase the Shares pursuant hereto.

3.1.2. Purchaser is a Delaware limited partnership, duly established, validly existing and, insofar as such concept exists under its jurisdiction of formation, with full power and authority under its organizational documents and otherwise to enter into and perform its obligations pursuant to this Agreement and to enter into and consummate all transactions in connection herewith.  The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite partnership action on the part of Purchaser.  This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms.

3.1.3. Purchaser is an accredited investor (as defined in Rule 501 of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Act”)).

3.1.4. Purchaser acknowledges and agrees that Seller is not making any representations with respect to the Company other than as expressly set forth in Section 3.2.3 with respect to the Shares.  Purchaser has had the opportunity to review all publicly available filings of the Company.

3.1.5. Purchaser is knowledgeable, sophisticated and experienced in business and financial matters, fully understands the limitations on transfer described in this Agreement, and is able to bear the economic risk of holding the Shares for an indefinite period and is able to afford the complete loss of its investment in the Shares.

3.1.6. The execution, delivery and performance by Purchaser of this Agreement does not and will not (a) violate, conflict with or result in the breach of any provision of Purchaser’s certificate of limited partnership and limited partnership agreement (or similar organizational documents), (b) conflict with or violate any law or governmental order applicable to Purchaser or its respective assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Purchaser is a party, except, in the case of clauses (b) and (c), as would not materially and adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by this Agreement.

3.1.7. No prior authorization, consent or approval of any government body, authority or agency is required to be obtained by Purchaser in order for Purchaser to purchase the Shares on the terms and conditions and for the consideration herein set forth.

3.1.8. Purchaser represents and warrants to Seller that, other than the existence of the Cooperation Agreement and the actions contemplated thereby, Purchaser is not aware or in possession of any non-public fact or circumstance that could reasonably be deemed to be material or, if made public, would or might reasonably be expected to have a significant effect upon the market price or value of the Shares or other securities of the Company.

3.1.9. Purchaser has sufficient immediately available funds to pay the Purchase Price and all other amounts payable pursuant to this Agreement or otherwise necessary to consummate all the transactions contemplated hereby and thereby.

3.1.10. There is no investment banker, broker, finder or other similar intermediary who has been retained by or on behalf of Purchaser or its affiliates who might be entitled to any fee, commission or other payment from Purchaser or its affiliates or the Company upon or as a result of the consummation of the transactions contemplated by this Agreement.

3.1.11. There is no action, lawsuit, arbitration, claim or proceeding pending or, to Purchaser’s knowledge, threatened, against Purchaser that, individually or in the aggregate, could reasonably be expected to materially and adversely affect any action taken or to be taken by Purchaser under this Agreement.

3.2. Seller Representations and Warranties.

Seller represents and warrants to Purchaser as follows:

3.2.1. Seller has all necessary right, power and authority to enter into this Agreement and to sell the Shares to be sold pursuant hereto, and upon payment thereof as provided herein, Purchaser will acquire good and valid title thereto, free and clear of any liens, encumbrances, equities or claims (other than as set forth in this Agreement).

3.2.2. Seller is an exempted limited liability company, duly-established, validly existing and, insofar as such concept exists under its jurisdiction of formation, with full power and authority under its organizational documents and otherwise to enter into and perform its obligations pursuant to this Agreement and to enter into and consummate all transactions in connection herewith.  The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite company action on the part of Seller.  This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms.

3.2.3. Seller owns all right, title and interests (legal and beneficial) in and to the Shares free and clear of all liens other than restrictions under federal and state securities laws, and is able to (and will) procure the transfer of the legal and beneficial interest in the Shares to be sold by Seller.  Upon delivery of the Shares to Purchaser and payment to Seller of the Purchase Price, Purchaser will acquire good, valid and marketable title to the Shares free and clear of all liens other than restrictions under federal and state securities laws.

3.2.4. No prior authorization, consent or approval of any government body, authority or agency is required to be obtained by Seller in order for Seller to sell the Shares on the terms and conditions and for the consideration herein set forth.

3.2.5. There is no investment banker, broker, finder or other similar intermediary who has been retained by or on behalf of Seller or its affiliates who might be entitled to any fee, commission or other payment from Purchaser or its affiliates or the Company upon or as a result of the consummation of the transactions contemplated by this Agreement.

3.2.6. Seller represents and warrants to Purchaser that, other than the existence of the Cooperation Agreement and the actions contemplated thereby, Seller is not aware or in possession of any non-public fact or circumstance that could reasonably be deemed to be material or, if made public, would or might reasonably be expected to have a significant effect upon the market price or value of the Shares or other securities of the Company.

3.2.7. The execution, delivery and performance by Seller of this Agreement does not and will not (a) violate, conflict with or result in the breach of any provision of Seller’s memorandum and articles of association (or similar organizational documents), (b) conflict with or violate any law or governmental order applicable to Seller or its respective assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Seller is a party, except, in the case of clauses (b) and (c), as would not materially and adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by this Agreement.

3.2.8. There is no action, lawsuit, arbitration, claim or proceeding pending or, to Seller’s knowledge, threatened, against Seller that, individually or in the aggregate, could reasonably be expected to materially and adversely affect (i) the Securities, or (ii) any action taken or to be taken by Seller under this Agreement.

4. MISCELLANEOUS

4.1. Entire Agreement. This Agreement and the Cooperation Agreement contains the entire agreement of the parties, and there are no representations, covenants or other agreements except as stated or referred to herein.

4.2. Applicable Law. This Agreement shall in all respects be construed, governed, applied and enforced with the laws of the State of New York without giving effect to the principles of conflicts of laws. The parties hereto hereby consent to and irrevocably submit to personal jurisdiction by the applicable State or Federal Courts sitting in New York County, New York in any action or proceeding, irrevocably waive trial by jury and personal service of any and all process and other documents and specifically consent that in any such action or proceeding, any service of process may, without limitation, be effectuated by certified mail, return receipt requested.

4.3. Counterparts. This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

4.4. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successor, assigns, heirs, executors and administrators.

4.5. Survival of Representations. All representations, warranties and agreements made by the parties in this Agreement or made in writing pursuant hereto, or in any certificate delivered pursuant hereto shall survive the consummation of the transactions contemplated hereby, regardless of any investigation at any time made by or on behalf of any of the parties.

4.6. Expenses.  Except as otherwise stated herein and as otherwise provided in the Cooperation Agreement, each party will be responsible for its own costs and expenses in connection with transactions contemplated by this Agreement.

4.7. Modification. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter. This Agreement may be modified only by a written instrument duly executed by the party to be charged.

4.8. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or delivered against receipt of the party to whom it is to be given at the address of such party set forth on the signature page (or to such address as the party shall have furnished in writing in accordance with the provisions of this Section 4.7).  Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof.

4.9. Separability. If any provision of this Agreement is invalid, illegal or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstance.

4.10. No Reliance on Other Parties. Seller and Purchaser have each carefully reviewed the public filings of the Company with the Securities and Exchange Commission and Canadian securities regulators, and such other information that it and its advisers deem necessary to make its decision to enter into the transactions contemplated hereby.  Each party has made its own decision to consummate the transactions contemplated under this Agreement based on its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it deemed necessary.  Seller and Purchaser have each made its respective own decision concerning the transactions without reliance on any representation or warranty of, or advice from, the other parties to this Agreement, except for those representations and warranties expressly contained in this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth in the heading hereof.

PURCHASER:

COVE KEY BLUESCAPE HOLDINGS LP

By:/s/ Jeff Coviello_______________

Name: Jeff Coviello

Title: Managing Member

Address for Notice:

c/o Cove Key Management LP

5847 San Felipe Street

Houston, Texas 77057

with a copy to:

c/o Bluescape Energy Partners LLC

200 Crescent Court, Suite 1900

Dallas, Texas 75201

SELLER:

MANGROVE PARTNERS MASTER FUND, LTD.

By: MANGROVE PARTNERS,

       as Investment Manager

By:/s/ Ward Dietrich_________

Name: Ward Dietrich

Title: Authorized Person

Address for Notice:

c/o Maples Corporate Services Limited

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands