Flow Through

Flow Through Share OfferingOctober 2010

Forward‐Looking Statement Disclaimer

All potential Investors should read the Offering Memorandum.

Certain statements in this Offering Memorandum are forward-looking statements, which reflect our management’s expectationsregarding our future growth, results of operations, performance and business prospects and opportunities.

Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, g p y g y g g pexpectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain from them. Theseforward-looking statements reflect management’s current views and are based on certain assumptions and speak only as of June23, 2010. These assumptions, which include, management’s current expectations, estimates and assumptions about our currentoperations, the economic environment, the market price and demand for electricity and clean power and our ability to manage ouroperations, the economic environment, the market price and demand for electricity and clean power and our ability to manage ourprojects under development and operating costs, may prove to be incorrect.

A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by theforward-looking statements, including: (1) a downturn in general economic conditions, (2) the uncertainty of governmentregulation and politics in British Columbia regarding clean power, (3) denial of the Corporation’s bids in BC Hydro’s Call forPower (4) a decreased demand or price for clean power (5) delays in the start of projects (6) inability to locate and acquirePower, (4) a decreased demand or price for clean power, (5) delays in the start of projects, (6) inability to locate and acquireadditional projects, (7) potential negative financial impact from regulatory investigations, claims, lawsuits and other legalproceedings and challenges, (8) adverse public opinion regarding run-of-river power projects, and (9) other factors beyond ourcontrol.

There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to placeundue reliance on these forward looking statements No forward looking statement is a guarantee of future results Except asundue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. Except asrequired by law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result ofnew information, future events or otherwise. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled “Risk Factors” found in Offering Memorandum.

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Flow‐Through Shares

What is a Flow Through share?What is a Flow-Through share?

Flow-through shares are common shares of a resource company which provide flow-through tax deductions to investors. Resource companies issue flow-through shares to attract capital for exploration and development. Resource companies "flow through" eligible Canadian Exploration Expenses (CEE) and Canadian Development Expenses (CDE) to their g g p p ( ) p p ( )flow-through share investors. Shareholders can deduct these flow-through expenses against their taxable income.

Why does the Government of Canada provide investors with a flow-through tax deduction?

The Government of Canada recognizes the economic benefits of the exploration for, and development of, Canada’s natural resources and encourages investment with a flow-through tax deduction for investors. Originally, flow-through shares were only deductible against resource income, however, in 1983 the federal government changed legislation which allowed qualifying flow-through expenses to be deductible against other income. In recent years, the federal government and some provinces have introduced additional tax incentives for investors purchasing certain flow-through shares issued by Canadian mining companies to provide additional incentive for investment in Canada’s mining industry.

What are the tax benefits?

From a tax deduction perspective, the investor receives the same tax benefit as making an RRSP contribution, but the difference is that a flow-through investment is purchased outside a registered plan.

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From PROFIT magazine, September 2006

There aren't many legitimate tax shelters for high-income There aren't many legitimate tax shelters for high-income

Flow-through shares offer the prospect of high rewards at high risk-but the tax breaks can make it all worthwhile.

y g gentrepreneurs, let alone many that offer the potential for lucrative returns. But that's the promise of flow-through shares. Issued by Canadian companies in the energy or mining sectors to raise funds for exploration, flow-through investments give investors juicy tax breaks

d h i f i l i i b d di i

y g gentrepreneurs, let alone many that offer the potential for lucrative returns. But that's the promise of flow-through shares. Issued by Canadian companies in the energy or mining sectors to raise funds for exploration, flow-through investments give investors juicy tax breaks

d h i f i l i i b d di iand the opportunity for capital appreciation based on new discoveries and rising commodity prices. “

Flow-through shares offer federal and provincial tax deductions of 100% of the investment. An investor with a marginal tax rate of 46%

and the opportunity for capital appreciation based on new discoveries and rising commodity prices. “

Flow-through shares offer federal and provincial tax deductions of 100% of the investment. An investor with a marginal tax rate of 46%100% of the investment. An investor with a marginal tax rate of 46% who purchases $10,000 in flow-through shares will garner a tax benefit of $4,600, cutting the real cost of the investments to $5,400. When the shares are sold, the 50% inclusion rate on capital gains will mean a tax hit of 23%. Investors who purchase "super" flow-through shares

100% of the investment. An investor with a marginal tax rate of 46% who purchases $10,000 in flow-through shares will garner a tax benefit of $4,600, cutting the real cost of the investments to $5,400. When the shares are sold, the 50% inclusion rate on capital gains will mean a tax hit of 23%. Investors who purchase "super" flow-through shares (shares in qualifying junior mining companies engaged in grassroots mineral exploration) may be eligible for an additional 15% tax credit.

By Camilla Cornell

(shares in qualifying junior mining companies engaged in grassroots mineral exploration) may be eligible for an additional 15% tax credit.

By Camilla Cornell

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Financial Post Magazine

W t b t th TW t b t th TWays to beat the Taxman Ways to beat the Taxman

RRSPsRRSPs RESPsRESPs

• Who Can Use ItJust about anyone — but they’re most useful for employees in high tax brackets.

• How Does It Work

• Who Can Use ItJust about anyone — but they’re most useful for employees in high tax brackets.

• How Does It Work

• Who Can Use It Parents, relatives and friends of young children.

• How Does It Work Registered education savings plans are usually thought

• Who Can Use It Parents, relatives and friends of young children.

• How Does It Work Registered education savings plans are usually thought• How Does It Work

The run-of-the-mill registered retirement savings plan (RRSP) is still the most common tax-reduction mechanism. Annual contributions — limited to 18% of your last year’s income up to $19,000 (depending on

• How Does It WorkThe run-of-the-mill registered retirement savings plan (RRSP) is still the most common tax-reduction mechanism. Annual contributions — limited to 18% of your last year’s income up to $19,000 (depending on

Registered education savings plans are usually thought of as a way to fund your kids’ post-secondary education, but the personal savings can be significant — even if your kids don’t go to college or university. Family and friends can contribute up to $50,000 for

Registered education savings plans are usually thought of as a way to fund your kids’ post-secondary education, but the personal savings can be significant — even if your kids don’t go to college or university. Family and friends can contribute up to $50,000 for

your pension) — are fully deductible. Better yet, your investments grow tax-deferred until they’re withdrawn (by age 71, at the latest). Typically, retirees earn less annual income, so their RRSP withdrawals are taxed at a lower rate This year’s deadline is Feb 29 but

your pension) — are fully deductible. Better yet, your investments grow tax-deferred until they’re withdrawn (by age 71, at the latest). Typically, retirees earn less annual income, so their RRSP withdrawals are taxed at a lower rate This year’s deadline is Feb 29 but

each child, either upfront or in annual instalments. There’s no tax refund, but growth within the RESP is tax-deferred for up to 26 years. If the kids use the funds, they’ll get a federal top-up grant worth 20% of the contributions (up to $7 200) If not parents benefit

each child, either upfront or in annual instalments. There’s no tax refund, but growth within the RESP is tax-deferred for up to 26 years. If the kids use the funds, they’ll get a federal top-up grant worth 20% of the contributions (up to $7 200) If not parents benefita lower rate. This year s deadline is Feb. 29, but

unused contribution room can be carried forward.

• Risk of Reassessment Practically nil.

a lower rate. This year s deadline is Feb. 29, but unused contribution room can be carried forward.

• Risk of Reassessment Practically nil.

the contributions (up to $7,200). If not, parents benefit from the tax-deferral.

• Risk of Reassessment Very low.

the contributions (up to $7,200). If not, parents benefit from the tax-deferral.

• Risk of Reassessment Very low.

5

David Dias, Financial Post Business, Tuesday, Feb. 5, 2008


Wh t ki d f h lifi ?Wh t ki d f h lifi ?

• Shares must be newly issued and have attributes generally attached to common shares of the PBC

What kind of share qualifies?What kind of share qualifies?

of the PBC

• Issuer must provide 80%-100% of qualifying development expenses to investors

• FTSs include a right to purchase FTSs, usuallyFTSs include a right to purchase FTSs, usually known as flow-through warrants (FTWs)

• Prescribed shares do not qualify as FTSs

• Company may issue shares through private placement or public offerings

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T F f I t t I Fl Th h ShT F f I t t I Fl Th h Sh

• Direct:Purchase FTSs from a principal business corporation (PBC); or

Two Forms of Investment In Flow-Through Shares:Two Forms of Investment In Flow-Through Shares:

Purchase FTSs from a principal-business corporation (PBC); or

• Indirect:Purchase an interest in a partnership (including limited partnership) that purchases FTSs from one or more PBCsfrom one or more PBCs.

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Significant Tax Advantage:Significant Tax Advantage:

$10,000 FTS investment:Cl i f ll $10 000 t t *

Significant Tax Advantage:Significant Tax Advantage:

• Claim a full $10,000 on your tax return*• 40% tax bracket equates to a $4,000 tax return for that year*

October 2000, Feds introduced a 15% non-refundable tax credit

Some provinces and territories instituted their own tax credit (in addition to the existing 100%): • 5% in Ontario• 5% in Ontario• 20% in B.C.• 10% in Manitoba and Saskatchewan

These credits in addition to an existing 100% deduction on eligible exploration/development expenditures (federal)

Note: The 15% + tax credit program is set to expire on March 31, 2011

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*Assumes full eligibility for tax breaks


O i OM Fl Th h ShO i OM Fl Th h Sh

• Flow Through Share (FTS) Unit offering

Overview OM – Flow Through SharesOverview OM – Flow Through Shares

• Individuals or corporations

• 2 million shares total (Cdn $2,000,000)

• Cdn $1.00 per flow-through share

• Projected 100% expense flow through

• Closing on or before November 15, 2010

• Min subscription is Cdn $2500

• TFSA -RRSP eligible**for 2010 must complete before December 31, 2010

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Flow‐Through Shares ‐Mitigating Risk

Y l t t i t f i t t d STILL tY l t t i t f i t t d STILL t

The following outlines loss limits by tax bracket:

You can lose up to a certain percentage of your investment, and STILL come out even due to the tax breaks.

You can lose up to a certain percentage of your investment, and STILL come out even due to the tax breaks.

g y

• 50% tax bracket – 66% of original investment• 40% tax bracket – 75% of original investment• 30% tax bracket 81% of original investment• 30% tax bracket – 81% of original investment• 20% tax bracket – 89% of original investment

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H D Fl th h h W k?H D Fl th h h W k?

The FTS program provides tax incentives to investors by allowing:

How Do Flow-through shares Work?How Do Flow-through shares Work?

• Deductions for resource expenses renounced by eligible corporations; and

• Investment tax credits for individuals (excluding trusts) on resource expenses in the natural resource or renewable energy sector that qualifies as flow-through miningnatural resource or renewable energy sector that qualifies as flow through mining expenditures

• In order for an investor to benefit from flow-through, the company must spend flow-through dollars on resource exploration or development in Canada.flow through dollars on resource exploration or development in Canada.

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Company Overview

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S t i i V b d itt d t i

Introduction

Syntaris’ objective is to become a leading developer of small hydro projects in the Pacific Northwest.

Syntaris is a Vancouver-based green energy company committed to sourcing, developing and operating clean, renewable hydroelectric projects.

Syntaris objective is to become a leading developer of small hydro projects in the Pacific Northwest.

The Company is aggregating a sizable portfolio of run-of-river hydro development projects.

With its strategic relationships and a growing development portfolio, Syntaris is well-positioned to participate in the growth of the hydro industry in the Pacific Northwest.

The Company is in the process of building a premier run-of-river (“RoR”) power development portfolio of geographicallydiverse, high quality, small hydroelectric (“hydro”) energy projects throughout British Columbia (“BC”), Canada and Alaska.The Company is well positioned to realize the benefits of the recently announced BC Standing Offer Program (“SOP”)which supports the development of clean energy in BC. The equity capital sourced in this offering will serve to further thedevelopment of the clean energy opportunities described in this Overview and enable the Company to submit up to263 MW i t th St di Off P th t 3 4263 MW into the Standing Offer Program over the next 3-4 years.

Financial Model and Electronic Data Room access will be provided to interested parties following the execution of aConfidentiality and Non-Disclosure Agreement (“NDA”).

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Introduction Footprint

Syntaris Power Corp

Introduction Footprint

Formed in 2006 and headquartered in Vancouver, Canada,Syntaris is a private development stage company focused onsourcing, developing and operating clean, renewablerun-of-river hydro projects in British Columbia.

The development team has aggregated an impressiveportfolio which includes a 15 MW of contracted,near-construction hydro project, 158 MW of near-term hydroprojects, and 449 MW of mid-term and early-stage hydro, andother projects. Over 263 MW is expected to be eligible to bidp j p ginto the BC Standing Offer Program.

Syntaris maximizes the amount of generation per dollarinvested by building run-of-river projects on steep terrain witha large elevation drop to minimize the amount of piperequired, and significantly reduce construction costs.q , g yProjects are structured in “clusters” located close to existingtransmission infrastructure which reduces the cost burden foreach project.

Directors, corporate officers, independent shareholders and astrategic co-development partner have funded Syntaris tostrategic co development partner have funded Syntaris todate.

The Run-of-River Power Advantage

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RoR allows Syntaris to utilize a “cluster” approach to develop its portfolio by structuring development projects in “clusters” located close to existing transmission infrastructure thereby leveraging the infrastructure of several projects to minimize costs and increase returns.

ENMAX S ntaris Bid Corp formed as a

Company History

January 2007: Company begins identifying small hydro power as the most promising form of green power in BC

ENMAX Syntaris Bid Corp. formed as a strategic partnership with ENMAX Corp. on Culliton Creek, KinskuchLake, and Maselpanik Creek

Fort Chicago acquires ENMAX stake in CullitonCreek

Anticipated BC

May 2009: Enters into strategic agreement with Evergreen Power Corp.

Acquires and develops additional assets and submitted applications related to hydro projects throughout BC

Hydro final SOP pricing and structure

2006 2007 3Q 10 4Q 101Q 10 2Q 102007 2008 2009

August 2010: Purchases certain assets related

September 2, 2008: Company changes its name to SyntarisPower Corp.

Awarded electricity

Submission of the development plan for Culliton

August 2010: Merger of Syntaris/ Evergreen

Purchases certain assets related to the development of RoR hydro projects in the Chilliwack Valley

December 28, 2006: “Max

Awarded electricity purchase agreement (“EPA”) for Culliton Creek in the Clean Power Call Request for Proposals (“RFP”) process

1515

Pacific Power Inc.” is incorporated

Syntaris has a diversified portfolio of run-of-river small hydro projects

Diversified Portfolio

y p y p jin the highly attractive Pacific Northwest market.

Diversified Portfolio Portfolio Overview

Strategically located project sites across British Columbia and Alaska whichbenefit from significant renewable energy generation opportunitiesfacilitated by aggressive government‐mandated renewable standards andofftake programs.

Location Gross MW Contracted Near‐Construction BC 15

Near‐Term SOP Eligible BC 82

British Columbia Run‐of‐River (“RoR”) Hydro Location Gross MW

Contracted Near‐Construction BC 15

Near‐Term SOP Eligible BC 82

British Columbia Run‐of‐River (“RoR”) Hydro

Contracted 15 MW Culliton Creek project is near construction and has aprojected after-tax levered IRR of 25%.

Company has 26 accepted water license applications in 9 areas with acorresponding development plan to submit 263 MW of project assets into

Near Term SOP Eligible BC 82Mid‐Term SOP Eligible BC 181

263

Near‐Term RFP Eligible BC 76Mid‐Term RFP Eligible BC 56

SOP Eligible Hydro:

Near Term SOP Eligible BC 82Mid‐Term SOP Eligible BC 181

263

Near‐Term RFP Eligible BC 76Mid‐Term RFP Eligible BC 56

SOP Eligible Hydro:

corresponding development plan to submit 263 MW of project assets intothe BC Standing Offer Program over the next 2-4 years. The company isalso aggressively investigating another 45 MW of project opportunities innearby or adjacent areas that show promising generation potential.

Access to additional renewable energy projects outside conventional hydro,

Total RFP Eligible Hydro: 132

Early‐Stage Prospects BC 45Non‐Core Hydro Assets / Prospects BC 92Total RoR Hydro: 547

Total RFP Eligible Hydro: 132

Early‐Stage Prospects BC 45Non‐Core Hydro Assets / Prospects BC 92Total RoR Hydro: 547gy p j y

including Pump Storage, through strategic initiatives or corporatepartnerships. Location Gross MW

Soule River AK 75Total Other Hydro: 75

Other Hydro Location Gross MW

Soule River AK 75Total Other Hydro: 75

Other Hydro

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Total Development Portfolio 622Total Development Portfolio 622

Provincial Overview: British Columbia

BC Hydro’s Supply / Demand OutlookBritish Columbia Installed Capacity (2009)

Natural gasHydro

11,712 MW91%

Natural gas fired

1,043 MW8%

Wind104 MW

1%

Key OpportunitiesKey Market DriversSource: Canadian Centre for Energy. Source: BC Hydro.

BC government stated that 90% of the province’s electricity supply will come from renewable energy.

Currently hydro generation provides 91% of BC’s electricity, mostly from large storage dams.

According to the 2007 BC Energy Plan 2007, the private t (IPP ) d t BC H d ill d l

In June 2008, BC Hydro issued a call for 5,000 GWh of clean power and received 17,000 GWh in bids. 3,266 GWhtotal awarded in 2010.

Standing Offer Program awarded to qualifying generators with capacity >500 kW and <15 MW where output will be

h d b BC H d d l t El t i itpower sector (IPPs), and not BC Hydro, will develop new sites in BC (with the exception of Site C).

Legislated reductions of 33% of GHG emissions by 2020 and imposed a carbon tax.

Government aims to be energy self-sufficient by 2016. No major capacity additions since 1984; however, new

purchased by BC Hydro under long-term Electricity Purchase Agreement.

Strong export opportunities with connections to Alberta and the U.S., with framework supported by the recent Clean Energy Act of BC.

Integrated Resource Plan is under development as a

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capacity additions are planned for Mica and Revelstoke Dams (this additional capacity will not provide more annual energy, but will support additional renewable energy production from IPPs).

government priority to stimulate BC renewables for export. There may be interest from California to purchase

renewable energy from BC to satisfy Renewable Portfolio Standards (“RPS”) requirements.

Planning the use of BC renewables in the WREZ process.Source: BC Hydro.

Source: BC Hydro.

Hydro in British Columbia

BC Installed Hydro Electric PlantsHydro Overview

Canada’s Pacific coastal strip has rainfall in excess of 2,000mm a year (common to only 5% of the earth’s surface), and up to 4,000mm a year in coastal areas.

BC generates approximately 91% of its electricity from

BC Installed Hydro Electric PlantsHydro Overview

g pp y yhydro power.

• 72 hydro electric generating stations.

• 11,700 MW of installed hydro capacity.

• Most capacity from large BC Hydro storage f ilitifacilities.

Small hydro is the most prevalent IPP technology in BC and expected to remain the most popular going forward.

• 400 water license applications filed since 2000.

• Low cost, modest transmission upgrades.

In 2007, BC Hydro and BC Transmission Corporation (“BCTC”) commissioned Kerr Wood Leidal Associates

BC Hydro Potential

Source: Canadian Centre for Energy.

( BCTC ) commissioned Kerr Wood Leidal Associates LTD to assess the run-of-river hydro resources for the province. Key findings of the resulting report were as follows:

• Identified over 8,000 potential run-of-river hydro sites throughout BC.

1818

• Capacity of more than 12,000 MW and 50,000GWh per year of small hydro projects in BC.

Source: Kerr Wood Leidel Associates.

RoR Development Pipeline

Stream Water

Site Location % Ownership Gross MW Site ControlHydrology / Feasibility

Gauge Installed

License Application

Development Plan

SOP Application EPA Award

Commence Construction Potential COD

Contracted ‐ Near‐ConstructionCulliton Creek BC 50% 15 Crown Land Complete Sep 2002 Accepted Aug 2010 N/A Mar 2010 Jan 2010 Apr 2013Subtotal 15

Core Prospects

Kinskuch Lake1 BC 100% 76 Crown Land Complete Jul 2008 Accepted Dec 2012 N/A Aug 2012 Aug 2014 Mar 2018

Maselpanik Creek1 BC 100% 15 Crown Land Complete Oct 2006 Accepted Nov 2011 Jul 2012 Jan 2013 Mar 2013 Nov 2014

Chill iwack Cluster Chipmunk BC 100% 5 Crown Land Complete Oct 2007 Accepted Apr 2011 Dec 2011 Jun 2012 Aug 2012 Apr 2014Airplane BC 100% 3 Crown Land Complete Oct 2007 Accepted Apr 2011 Dec 2011 Jun 2012 Aug 2012 Apr 2014

Marmot Cluster Marmot Creek BC 100% 15 Crown Land Complete Aug 2010 Accepted Sep 2011 May 2012 Nov 2012 Jan 2013 Sep 2014

Upper Marmot Creek BC 100% 12 Crown Land Complete Aug 2010 Accepted Sep 2011 May 2012 Nov 2012 Jan 2013 Sep 2014

Kate Ryan Creek BC 100% 15 Crown Land Complete Aug 2010 Accepted Sep 2011 May 2012 Nov 2013 Jan 2014 Sep 2015

Glacier Cluster Roosevelt Creek BC 100% 8 Crown Land Complete Aug 2010 Accepted Sep 2011 May 2012 Nov 2012 Jan 2013 Sep 2014

Glacier Creek BC 100% 9 Crown Land Complete Aug 2010 Accepted Sep 2011 May 2012 Nov 2012 Jan 2013 Sep 2014Jade Lake Cluster Jade Lake BC 100% 15 Crown Land Complete Jul 2008 Accepted Jul 2013 Mar 2014 Sep 2014 Nov 2014 Jul 2016

Near‐Term

p p pZZ‐4 Creek BC 100% 8 Crown Land Complete Jul 2011 Accepted Jul 2013 Mar 2014 Sep 2014 Nov 2014 Jul 2016Tchitin Creek BC 100% 12 Crown Land Complete Jul 2011 Pending Jul 2013 Mar 2014 Sep 2014 Nov 2014 Jul 2016

Glacier Cluster Barney Creek BC 100% 6 Crown Land Complete Aug 2010 Accepted Sep 2013 May 2014 Nov 2014 Jan 2015 Sep 2016

Anderson Cluster Anderson River BC 100% 10 Crown Land Complete Oct 2007 Accepted Nov 2012 Jul 2013 Jan 2014 Mar 2014 Nov 2015Marmot Cluster Bulldog Creek BC 100% 8 Crown Land Complete Aug 2010 Accepted Sep 2012 May 2013 Nov 2013 Jan 2014 Sep 2015

Georgie Creek BC 100% 12 Crown Land In Process Jul 2011 Pending Oct 2012 Jun 2013 Dec 2013 Feb 2014 Oct 2015

E Georgie Creek BC 100% 14 Crown Land In Process Jul 2011 Pending Oct 2012 Jun 2013 Dec 2013 Feb 2014 Oct 2015

ZZ‐5 Creek BC 100% 8 Crown Land In Process Jul 2011 Pending Oct 2012 Jun 2013 Dec 2013 Feb 2014 Oct 2015

Ashwood Lake Cluster

m

g


Ashwood Lake BC 100% 15 Crown Land In Process Jul 2011 Pending Oct 2012 Jun 2013 Dec 2013 Feb 2014 Oct 2015

Wait Creek BC 100% 8 Crown Land In Process Jul 2011 Pending Oct 2012 Jun 2013 Dec 2013 Feb 2014 Oct 2015


Carpenter Cluster Tommy Creek BC 100% 15 Crown Land Complete Oct 2010 Accepted Mar 2012 Nov 2012 May 2013 Jul 2013 Mar 2015

Keary Creek BC 100% 10 Crown Land Complete Oct 2010 Accepted Mar 2012 Nov 2012 May 2013 Jul 2013 Mar 2015

Downton Cluster Nichols Creek BC 100% 15 Crown Land Complete Oct 2010 Accepted Jul 2012 Mar 2013 Sep 2013 Nov 2013 Jul 2015

id i % d l d /

Mid‐term

Bridge River BC 100% 56 Crown Land Complete Oct 2010 Accepted Sep 2014 N/A Oct 2013 Jan 2015 Sep 2016

McParlon Creek BC 100% 15 Crown Land Complete Oct 2010 Accepted Jul 2012 Mar 2013 Sep 2013 Nov 2013 Jul 2015Alaska Hydro Gateway

Soule River Alaska 85% 75 National Forest

Complete Nov 2007 N/A Oct 2010 (FERC)

N/A Dec 2012 Apr 2013 Jun 2015

Subtotal 470

Early Stage Prospects2 BC 45 more than 50% complete

Non‐Core Hydro Assets / Prospects2 BC 92

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TOTAL HYDRO ASSETS 622 1) Fort Chicago has the option to purchase up to 50% of the Kinskuch Lake project up to EPA and an option to purchase 50% of the Maselpanik Creek project until the transmission performance security is due.

2) Refer to Exhibit E for a list of Early Stage Prospects and Non‐Core Hydro Assets / Prospects.

Canadian Hydro Overview

Canada is one of the largest producers of hydroelectricity in the world producing about 13% of the world’s Canada is one of the largest producers of hydroelectricity in the world, producing about 13% of the world s total.

Hydropower accounts for 97% of Canada’s renewable electricity generation, and 60% of Canada’s total electricity generation (3 times the global average).

77% f l t i it “ l ” (i iti ti t i t 90% b 2020) 77% of electricity sources are “clean” energy (initiatives to increase to 90% by 2020).

Canadian installed hydro capacity was 67,655 MW as of December 31, 2009.

• 475 hydro power generating plants.

• Produce an average of 355 terawatt hours per year (2nd in the world behind China).

• 1 terawatt hour is enough electricity to heat and power 40,000 houses.

Canadian Electricity Capacity by Energy Source Canadian Electricity Generation by SourceCoal fired15,839 MW

14%Natural gas

fired12,961 MW

11%

Hydro67,655 MW

59%

Nuclear12,612 MW

11%

Petroleum fired3,116 MW

3%

Wind2 579MWTid l

2020

Source: Canadian Centre for Energy.

2,579 MW2%

Tidal20 MW0%

Source: EIA International Energy Annual..

Small Hydro Potential in Canada

Canadian Hydro Potential

A recent inventory of Canadian small hydro sites identified over 5,500 sites with a technically feasible 11,000 MW.

Small Hydro Potential in Canada

• Only 15% of which are feasible under current prices, socio-economic conditions and current state-of-the-art.

• Reduction in capital costs of 10-15% could make an additional 2,000 MW capacity economically feasible.

Source: www.Small-Hydro.com.

Undeveloped Hydro Potential by Province

Quebec

British Columbia

33,137 MW21%

The undeveloped hydro technical potential in Canada totals more 44,100 MW

27%21%

Yukon17,664 MW

11%

potential in Canada totals more than 163,173 MW.

• British Columbia’s undeveloped hydro potential is 33,137 MW.

Alberta11,775 MW

7%

Northwest Territories

OntarioOthers

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Source: Canadian Hydropower Association.

11,524 MW7%

Ontario10,270 MW

6%

34,703 MW21%

All communications or inquiries relating to the investment opportunity described in this Overview should be directed to the following:

Syntaris Power Corp. Suite 600 – 999 West Hastings

Vancouver, BC V6C 2W2

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Tel: 778 329 9629 Fax: 778 329 9626 www.syntaris.com

Disclaimer

This Opportunity Overview (“Overview”) does not constitute an offer or a solicitation of an offer in respect of any securities or assets described in this Overview. The information in this Overview is provided solely for discussion and evaluation purposes. The opportunity discussed in this Overview and the information provided is subject to change without notice. The information may contain statements which are either missing information or which assume completion of matters expected to be completed in the future. Accordingly, this Overview does not purport to be all-inclusive or to contain all the information that may be required in relation to such discussions or for an

l ti f t it Thi O i h ll t f th b i f t t it t Thi O i d t tit tevaluation of any opportunity. This Overview shall not form the basis of any contract or commitment. This Overview does not constitute investment, legal, tax or other advice, and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor.

Although all reasonable care has been taken to ensure that the information given in this Overview is accurate, it has not been independently verified. Accordingly, no representation or warranty, expressed or implied, is made in relation to the accuracy or completeness of the information and opinions expressed in this Overview and, to the maximum extent permitted by law, any and all liability in respect of such information and opinions is hereby expressly excluded, including, without limitation, any liability arising from fault or negligence, for any loss arising from the use of this information or otherwise arising in connection with it. No responsibility is accepted by Syntaris Power Corp (“Syntaris” or the “Company”), or any of its directors, representatives, officers, employees, agents, advisors, associates nor any other person for any of the information or for any action taken by you on the basis of the information or opinions expressed in this Overview.p

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