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Investment in Bridgepoint
Greenfield Development
Fund 1LP
IMPORTANT NOTICE
    THIS DOCUMENT AND ITS CONTENT ARE PRIVATE AND CONFIDENTIAL, AND ARE NOT FOR PUBLI
   DISTRIBUTION. This document and the presentation are not, do not constitute, and under no circumstances
    be construed as, an offering of securities of the Bridgepoint Group Ltd. or Bridgepoint Greenfield Developmen
     I LP. In addition, this document and the presentation are not, and under no circumstances is it to be construe
        an advertisement or a public offering of any securities of the Bridgepoint Group Ltd. or Bridgepoint Greenfi
    Development Fund I LP. This document and the presentation have been prepared for informational purposes
   is personal to you, and has not been prepared to assist any prospective purchaser or investor to make an inve
                                             decision in respect of any securities.
The following is a summary description of the Bridgepoint Group Ltd. or Bridgepoint Greenfield Development Fun
   (collectively, “Bridgepoint”) and its business and does not purport to be complete, and there are no represent
      or warranties made herein by Bridgepoint. This document and the presentation are not to be distributed to t
  parties without the prior written consent of the Bridgepoint. This document and the presentation may contain p
  names, trade names, trademarks and service marks of the Bridgepoint or other organizations or persons, all o
                                         are the properties of their respective owners.
  This document and the presentation contain forward-looking statements that reflect the current expectations of
   management of the Bridgepoint Group, including statements about its intent, belief or current expectations pri
      with respect to its future results, performance, prospects and opportunities. The Bridgepoint Group has trie
       identify these forward-looking statements by using words such as "estimate", "should", may", "will", "expec
        "anticipate", "believe", "intend", "plan", "estimate", "potentially" and similar words and expressions. You a
    cautioned not to place undue reliance on such information and statements as they are not guarantees and by
    nature, necessarily involve known and unknown risks and uncertainties that may cause the Bridgepoint Grou
    Bridgepoint Greenfield Development Fund I LP’s actual results, performance, prospects and opportunities in
   periods to differ materially from those expressed or implied by any such statements or information. These risk
     uncertainties include, among other things, risks related to: fixed costs; liquidity; financing risks; limit on activ
   availability of growth opportunities; access to capital; interest rate fluctuations; general uninsured losses; liqui
   securities; dilution; nature of investment; and risks associated with potential changes in tax laws, tax treatmen
    government regulation or policy with respect to the business. There can be no assurance that the expectatio
                               the Bridgepoint Group or its management will prove to be correct.
  By accepting this document, you agree to, acknowledge and confirm all of the foregoing and you further agree a
   covenant: (1) to keep strictly confidential the contents of this presentation and such other material and not to d
    such contents to any third party or otherwise use the contents for any purpose; (2) not to copy all or any port
     this document, other confidential information or any such other material; and (3) to return this presentation an
                                 such other material to the Bridgepoint Group upon its request
Overview of Our
Company
pany Overview

     • Established in 1998, Bridgepoint Group Ltd. is a boutique
       Consulting, Investment Banking and Private Equity firm that
       enables the development, management and acquisition of
       sustainable energy and infrastructure in Canada and the Unite
       States.
     • Bridgepoint Group enables transactions among public and
       private sector partners in the following markets: Power, Utilitie
       Transportation, Real Estate & Buildings, Waste, Environment,
       and Natural Resources.
     • Bridgepoint provides a unique value proposition:
     • Combining public and private sector network of leaders, secon
       to none;
     • Deep industry experience in generating transactions; and
     • Alignment of interests with clients through sharing of risks and
       rewards.
pany Overview
     •   Why choose Bridgepoint Asset Management as a partner

         – Its deal origination capabilities: We source projects earlier in the development
           process
                Because of our industry reputation, developers come to us first to assist them
                with their financing needs
                Because of our extensive industry participation, we are able to efficiently and
                cost effectively source development opportunities
         – Its ability to qualify prospects: We can see where growth opportunities exist
                Given our long standing experience in the industry, we are able to quickly ass
                prospects and see where value may be unlocked when others may be too
                focused on financing already completed deals
         – Its risk mitigation process: No project is exactly the same
                Given our extensive industry network, we are able to quickly and effectively
                assess and analyze individual intrinsic risks associated with each project we
                look at and;
                Effectively manage these risks by picking and choosing from our network
                appropriate partners that can assume or greatly reduce these risks
                Our extensive experience in managing risk
         – Our investment in relationships with key decision makers: Regulators and Politici
           matter
                We have spent over a decade investing in relationships with industry regulato
                and politicians and we understand their motivations
                We work with them to address industry issues important to the private sector
                This has led to our staff holding a “trusted advisor” status and help facilitate a
                issues we may encounter in the development process
pany Overview
     •   Why choose Bridgepoint Asset Management as a partner:

         – Our understanding of all stakeholders: They still have some say
               Even with the passing of new regulations minimizing the power of
              stakeholders, they still have to be consulted in the development
              process
               We take a proactive approach in managing stakeholder risks by
              engaging key people and effectively finding a project champion whi
              can facilitate the development and approvals process
         – Our neutral approach: We are opportunity driven, not technology
           dependent
               New technologies are continuously developed, improved and teste
               While some may be very promising, we prefer picking and choosin
              reliable, proven vendors to minimize our exposure to these risks
               In cases where a new technology may be appropriate, we seek to
              minimize our downside risk by engaging appropriate parties
         – We are non-threatening partners: We work with, not against industry
           players
               Because of our industry participation, developers come to us with
              projects they have sourced looking for assistance with the core
              competencies we provide and;
               We approach developers with projects we have sourced looking to
pany Overview

     • Why choose Bridgepoint Asset Management as a partner:

        – The volume of opportunities we manage: We are active on
          over $7 billion CAD of procurements and projects
        – We leverage Bridgepoint Group Ltd.’s team and expertise i
          managing both large and smaller scale projects
        – Bridgepoint Group Ltd. provides services to Bridgepoint
          Asset Management at cost to support the executive team a
          includes on its Advisory board the following key individuals
            • George Todd – Utilities
            • Robert Carillo – Power Generation
            • Michael Miceli – Real Estate, Asset Management,
              Healthcare & Long Term Care
            • Bill Leedy – Power Generation
            • David Turner – Risk Management
any Overview – Our Approach



        High Level                                         Operational
      Decision Making                                     Improvements                                Capital Structure
      •Strategic & Financial
                                                     •Operational Strategies                              •Ongoing capital
          decisions post
                                                      •Standardization and                             structure optimization
            acquisition
                                                          automation of                               •Ongoing assessment
      •Execution of strategy
                                                         operations and                                   liquidity options
        and business plan
                                                      procurement process
       •Active role in Board
                                                      •Capex management
             meetings



                                   Regulated                                    Governance
                                   Businesses                                    Initiatives
                                    •Selected use of
                                                                                •Selection of a new
                                        partners
                                                                               management where
                               •Leverage Bridgepoint’s
                                                                                      needed
                                  network of contacts
                                                                                   •Definition of
                                  •Implementation of
                                                                                   management
                                industry best practices
                                                                                compensation and
                                   learned from prior
                                                                               incentive structures
                                       experience
Overview of Our
Market
t Overview – Infrastructure Assets

                          Power generation, transmission and conservation
       Energy
        Energy            including: wind, thermal electric solar, solar photovoltaic,
                          renewable biomass, bio-gas, bio-fuel, landfill gas or water




      Transport
       Transport          Toll roads, bridges, tunnels, airports, ports, railway lines,
    Infrastructure        buses, urban rail, ferries, parking facilities and other
     Infrastructure       transport-related facilities




                           Networks and systems that provide basic utility services
       Utilities
        Utilities          to communities such as gas, water and electricity,
                           including transmission, storage and distribution




                          Healthcare facilities, education facilities and defense
 Social Infrastructure
  Social Infrastructure   facilities, government accommodation and judicial and
                          correctional facilities (PPP / AFP)




  Communications
   Communications         Broadcast transmission networks, mobile telephony
    Infrastructure        towers, satellites and terrestrial or submarine cable
     Infrastructure       networks
t Overview – The Market Structure


y Vertical                               Transaction Vehicle                 Opportunities




                                                          Ontario Power      Standard Offe
                Public                                    Authority, BC        Programs
                           Ministries of Energy
ergy         Procurement                                  Hydro, Hydro        Sole Source
                             & Infrastructure
              Mechanism                                  Quebec, Alberta          FIT
                                                            ISO, etc            CESOP




                           Ministries of Energy                               Pipelines of
                                                               Canadian
                             & Infrastructure                                Opportunities
                Public                                         Provinces
ructure      Procurement
                             PPP Agencies                                        Social
              Mechanism                                 Municipal Services
                                                                             Infrastructure
                                                           & Agencies
                              Municipalities                                    Projects
Overview – Examples of Existing Sources of Capital

e of Fund                       Scope                                               Differentiating Factors


             • Power only
             • Diversified holdings in generation fuels
apital       • Private equity focused on platforms and
               projects
             • US based

             • Renewables only
             • Develop, Hold & Operate
tion Power
             • Fund owned, publicly listed ownership
               structure
                                                            • Bridgepoint will be focused exclusively on Greenfield projects as
             • Later stage                                    opposed to platforms (companies)
             • Infrastructure focused                       • Bridgepoint will be a Canadian based investor
             • Tied to constructors who use union           • Bridgepoint will focus on power and social infrastructure assets
               labor                                        • Bridgepoint will exit its investments at the end of the investment
             • Does not originate own projects                horizon to maximize shareholder value
                                                            • Bridgepoint will partner with existing platforms to develop projects
             • Early and later stage developments             opposed to buying them outright
             • Power only
al LLC       • Higher cost of capital and return
               expectations
             • New to renewables


             • Power and infrastructure
             • Diversified company
             • Typically enters at a later stage
             • Will only invest if it can project finance
Overview – Examples of Existing Sources of Capital

                  Return
set Class        Targets                                     Differentiating Factors
                (Annually)

                             • Fluctuating Returns: returns vary greatly, from bond funds to high risk aggressive
                               growth capital funds
                             • Over-diversification may occur
nds              2%-20%
                             • Cash & liquidity: mutual funds tend to keep high cash ratios to meet liquidity
                               investments limiting their ability to obtain returns
                             • Large management fees: can exceed 3% annually

                             • Higher risk: they can employ leverage and derivative instruments to boost returns
change Traded
                 5%-15%      • Daily volatility: their value tends to fluctuate greatly on day to day basis
                             • Market spread: bid/ask spread might be large

                             • Tied to the performance of an index rather than an individual company or pool of
                               investments
ds               5%-10%      • Capped return given its structure
                             • Index composition changes risk and return profile
                             • Possible tracking errors

                             • Shorter investment horizons
                             • Lack of transparency
uity Funds      15%-40%
                             • High leverage ratios
                             • Aggressive fundamentals

                             • High risk
                             • Liberal use of leverage and derivatives to enhance returns
nds             15%-30%      • Complex financial structures
                             • Higher barriers to entry: large minimum initial investments
                             • Larger fees
The Opportunity
pportunity – The Development Stage Investmen

e dollar value of capital targeting energy and infrastructure assets ha
hieved near record levels but:
There is a significant lack of capital available to invest in developmen
opportunities before a government backed contract has been awarded o
signed.
Observing the source of capital: Investment Managers at large
infrastructure funds, banks and pension funds have limited, if no expertise
in originating opportunities nor in managing the pre-bid process, or in othe
words the formation of a consortium and the pursuit of a project in its initia
stages.
In addition, they are merely interested in providing financings for large
secured projects, seeing as their income is based on their ability to leverage
their institutional relationships to raise funds and obtain a fee as a
percentage of the overall deal size.
This “gap” provides major business opportunities for Bridgepoint Asse
Management to successfully develop parts of this growing pipeline o
opportunities
The is no shortage of capital on the backend to provide adequate ex
opportunities
pportunity – The Development Stage Investmen

velopers require additional early stage development equity or sweat equity
sources) to reach various development milestones that result in greater
 ject value
velopers typically use their own capital to bring projects to a certain point in
  development process, but often run out of money and look for strategic
 tners that provide value added financing
ere are few if any funds or investors who focus exclusively on funding early
ge Greenfield energy & infrastructure developments
pical project financiers seek to fund projects once they’ve obtained 90-95%
 heir permits or approvals and have almost secured an off take contract –
 ir risk appetite is limited given the nature of the investors they deal with
 h recent regulatory and legislative enacting of the Feed in Tariffs program
d other infrastructure programs, the project pipeline will be quickly filled with
velopers scrambling to find funds to push their projects to the finish line. A
ed In Tariffs program is essentially a contract with a government entity
ereby it guarantees the purchase of the power produced by the plant
 vided the developer builds and operates the project privately.
The Investment
Fund
nd – Bridgepoint Greenfield Development Fund I LP

       •   Private Placement
       •   Seeking Accredited Investors
            – individuals who beneficially own, either alone or with a spouse, cash, securities, insuran
               contracts and deposits which have an aggregate realizable value which exceeds $1 mil
               (before taxes but net of related liabilities);
            – individuals whose net income before taxes exceeds $200,000 in each of the last two ye
               (or $300,000 with a spouse), and who have a reasonable expectation of exceeding that
               income level in the current year;
            – corporations, trusts, limited partnerships and other specified entities (other than mutual
               funds or non-redeemable investment funds) having financial statements that reflect net
               assets of at least $5 million;
            – banks (including authorized foreign banks);
            – loan, trust and insurance companies;
            – credit unions;
            – securities advisers and dealers (other than limited market dealers);
            – governments, governmental agencies, municipalities and provincial and territorial capita
               cities;
            – regulated pension funds and registered charities;
            – mutual funds or non-redeemable investment funds that distribute securities in Ontario to
               accredited investors only or under a prospectus;
            – current or former representatives of a securities adviser or dealer;
            – promoters of an issuer;
            – spouses, parents, grandparents and children of an officer, director or promoter of an
               issuer;1
            – control persons;
            – a managed account acquiring a security that is not a security of a mutual fund or non-
               redeemable investment fund; and
            – persons or companies recognized as accredited investors.
nd – Bridgepoint Greenfield Development Fund I LP

       •   Investment Strategy:
            – Bridgepoint’s investment strategy is to invest in equity positions in po
              generation and social infrastructure projects where a creditwo
              Canadian government or quasi-government counterparty will assure
              take payments for the power or services to be provided by the facility.
            – These projects must be capable of an attractive exit within one to th
              years.
            – By leveraging its extensive industry network, long standing experie
              and reputation in the industry and trusted relationships with key deci
              makers, Bridgepoint will actively participate in the management of
              projects and seek to maximize its influence on the development proc
              to minimize early stage development risks.
            – As project owners and providers of development capital, the Fund wi
              in a unique position to have significant influence on the selectio
              strategic partners and key service providers.
            – By implementing this strategy in a disciplined fashion, Bridgepoint se
              to add value through a dynamic approach to asset allocation. It app
              resources and capital to situations of relative value, irrespective
              location, while also ensuring that the Fund portfolios Bridgep
              constructs are appropriately diversified by sector, size of investment
              geography.
            – The Fund will invest in a minimum of five (5) projects.
nd – Bridgepoint Greenfield Development Fund I LP


       • General Partner:
          – Bridgepoint Investment Fund GP (the “General
            Partner”), an Ontario general partnership.
       • Investment Manager:
          – Bridgepoint Asset Management Inc. (the
            “Manager”), an Ontario corporation that is wholly
            owned by Bridgepoint Group Ltd. to manage the
            Fund.
          – The Manager is a wholly-owned subsidiary of
            Bridgepoint Group Ltd. and will be managed by
            certain members of Bridgepoint Group Ltd.’s curre
            senior management team.
nd – Bridgepoint Greenfield Development Fund I LP

       • Investment Management:
          – The Management Fee shall be equal to 3.75% of Total
            Commitments for the first year of the Fund, subsequent to
            which the Management Fee shall be equal to 1.75% of the
            Net Book Value of the Fund until the end of the Investmen
            Term
          – From this fee, the General Partner shall pay to the Manage
            the investment management fee for managing the Fund’s
            investment portfolio and underlying projects
       • Preferred Return
          – 10.0% compounded annually, based on the per unit issuan
            price of CDN$50,000 multiplied by the number of Units
            outstanding at the beginning of the applicable fiscal year.
       • Carried Interest:
          – 25% in respect of the preferred return to the General Partn
          – 20% in respect of capital gains above and beyond
nd – Bridgepoint Greenfield Development Fund I LP


                                       Bridgepoint Asset
          Bridgepoint Group Ltd
                                       Management Inc.




                                  Bridgepoint Investment Fund
                                       (General Partner)




                                    Bridgepoint Greenfield
            Limited Partners
                                      Development Fund I
               (Investors)
                                     (Limited Partnership)




                     Project 1             Project 2            Project X
Sample Transaction
Experience
portunity – The Development Stage Investment Gap

tural Gas/ Waste
Toronto Waterfront Clean Energy Centre, 582MW - $600 million proposal
Milton Clean Energy Center – Pristine Power – 680MW - $1.0 billion
York Energy Center - Invenergy – 400MW - $533 million bid
Kitchener-Waterloo Energy Center - Invenergy - $300 million bid
Leading Ontario power producer, SW GTA – 900MW - $1.2 billion bid
Black Bear Energy Corp Equity Raise – Vermont – 150 MW natural gas & biomass - $450
million US
Biomass to gasoline refinery – British-Columbia - $117 million
York Durham Energy from Waste – Covanta Energy – $320 million
Securing Power Purchase Agreement for urban co-gen plant- 14MW - $50 million

vironment
Municipal energy conservation report for Ontario Power Authority
District cooling contract with large government agency - $30 million
Energy retrofit contract with social housing agency - $60 million
Energy retrofit contract with large municipality - $10 million
Energy retrofit contract with municipality - $20 million
Raising venture capital for LED light technology - $2 million
portunity – The Development Stage Investment Gap

al Estate & Buildings
Extendicare research of operations opportunities in Ontario
Royal Crest Long Term Care and Real Estate Portfolio – Receivership Transaction - $90
million buy-out bid
Royal Crest Long Term Care and Real Estate Portfolio – Receivership Transaction - $60
million buy-out bid
Securing public private partnership agreement with Whitby site – 35 acres
newables
Snap Lake in Canada - wind diesel hybrid project, Northeast of Yellowknife - Skypower -
10 MW
Pelham & Woodburn – wind – Phase 1 – 230 MW - $ 630 million
Lac Seul Generating Station – OPG – 12.5MW - $60 million
Palsi in India – Skypower - 82.5 MW wind project
Sea Horse in India - wind project – Skypower - 50 MW
Lalin I, II, III - hydro power projects in Panama – Skypower - 82 MW
Digby, Nova Scotia – wind – Skypower - 30 MW
Zhen in China - Heilongjiang Province - wind power project - Skypower 49.5 MW
Fujian Haixing, China - wind project– Skypower - 49.5 MW
Ashalim, Israel -125 MW solar power project
Biomass to gasoline refinery – British-Columbia - $117 million
Strategy development and execution on securing Power Purchase Agreement for hydro-
electric assets
Developed business case for renewable power project opportunities in municipality
portunity – The Development Stage Investment Gap

lities
PowerStream merger with Barrie Hydro - $600 million
Hydro One acquisition of Brampton Hydro - $300 million
HVDC Transmission Line - Ontario based private power transmission
company - $550 million
LDC merger negotiations due diligence- $900 million
LDC non-regulated asset buy-out bids - range of - $2 - $5 million bids
Supported water client with Automated Meter Infrastructure proposal for
Toronto - $200 million
For client, researched water & wastewater public private partnership
opportunities in Ontario
ansportation
Sourced strategic partner – Florida Turnpike expansion - $1 billion
PPP Research Report for United States opportunities
Automated signaling transaction - $20 million
Competitive intelligence for hedge fund on PPP Highway
Glossary of Terms
ary of Terms

C – Local Distribution Company: a wholly or majority municipally owned utility, responsible
  he distribution of electricity within its jurisdiction through a proprietary network of wires,
  sformers and sub stations
  rgy Retrofit: A service provided to a customer whereby the energy efficiency of a building i
 atly increased by the addition and/or modification of certain elements of the structure
  rict Heating/Cooling: a system where heat and cooling is provided to a network of end
 rs (buildings) where economies of scale, higher fuel efficiencies and lower emissions
 vide attractive pricing and alternatives to traditional heating, cooling and ventilation system
  rgy from Waste: a process whereby municipal solid waste is converted to energy by first
 ning the waste, then using the heat to produce steam which in turn generates electricity
  ugh a turbine
 A – Mergers & Acquisitions: A term used to describe the activities of corporations that are
 er merging, or the acquisition of one company by another
 A - Power Purchase Agreement: A contract where the supplier of power (power station)
 ees to sell its power via a contract to a purchaser for a predetermined period of time, price
   under negotiated conditions
W – Megawatt: a unit of power equal to one million watts
   Feed In Tariffs: is an incentive structure to encourage the adoption of renewable energy
  ugh government legislation. The regional or national electricity utilities are obligated to buy
 ewable electricity (electricity generated from renewable sources, such as solar thermal
wer, wind power, biomass, hydropower and geothermal power) at above-market rates set b
 government
ary of Terms

 ial Infrastructure: real estate that includes housing, educational, recreational and law &
er facilities
art Grid: A power transmission system that delivers electricity from suppliers to consumers
ng digital technology to save energy, reduce cost and increase reliability
P - Public Private Partnership: a government infrastructure program or private business
 ture which is funded and operated through a partnership of government and one or more
 ate sector companies that are contracted to provide design, build, finance, operations and
 ntenance services
P – Alternative Financing and Procurement: Ontario’s version of PPP
ation Linked Cash flows: a cash flow or payment stream that is linked to inflation, thereby
 ranteeing that the service provider will be paid real dollars for the goods and services it
vides
 enfield: A project that is developed from ground up (“scratch”)
 Take Contract: A contract that guarantees the payments for goods and services provided
 he producer under negotiated conditions
-bid: the early stages of the response to a Request for Proposals procurement, which
udes assembling all necessary team members of a consortium
P Agency: A provincial agency that has authority to procure for goods and services under a
 lic private partnership contracting mechanism
Frank Carnevale
Managing Partner
(416) 921-5274

Georges Arbache
Managing Partner
(416) 849-2979

Toll Free: 1-866-501-8141

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Greenfield Development Fund LP

  • 2. IMPORTANT NOTICE THIS DOCUMENT AND ITS CONTENT ARE PRIVATE AND CONFIDENTIAL, AND ARE NOT FOR PUBLI DISTRIBUTION. This document and the presentation are not, do not constitute, and under no circumstances be construed as, an offering of securities of the Bridgepoint Group Ltd. or Bridgepoint Greenfield Developmen I LP. In addition, this document and the presentation are not, and under no circumstances is it to be construe an advertisement or a public offering of any securities of the Bridgepoint Group Ltd. or Bridgepoint Greenfi Development Fund I LP. This document and the presentation have been prepared for informational purposes is personal to you, and has not been prepared to assist any prospective purchaser or investor to make an inve decision in respect of any securities. The following is a summary description of the Bridgepoint Group Ltd. or Bridgepoint Greenfield Development Fun (collectively, “Bridgepoint”) and its business and does not purport to be complete, and there are no represent or warranties made herein by Bridgepoint. This document and the presentation are not to be distributed to t parties without the prior written consent of the Bridgepoint. This document and the presentation may contain p names, trade names, trademarks and service marks of the Bridgepoint or other organizations or persons, all o are the properties of their respective owners. This document and the presentation contain forward-looking statements that reflect the current expectations of management of the Bridgepoint Group, including statements about its intent, belief or current expectations pri with respect to its future results, performance, prospects and opportunities. The Bridgepoint Group has trie identify these forward-looking statements by using words such as "estimate", "should", may", "will", "expec "anticipate", "believe", "intend", "plan", "estimate", "potentially" and similar words and expressions. You a cautioned not to place undue reliance on such information and statements as they are not guarantees and by nature, necessarily involve known and unknown risks and uncertainties that may cause the Bridgepoint Grou Bridgepoint Greenfield Development Fund I LP’s actual results, performance, prospects and opportunities in periods to differ materially from those expressed or implied by any such statements or information. These risk uncertainties include, among other things, risks related to: fixed costs; liquidity; financing risks; limit on activ availability of growth opportunities; access to capital; interest rate fluctuations; general uninsured losses; liqui securities; dilution; nature of investment; and risks associated with potential changes in tax laws, tax treatmen government regulation or policy with respect to the business. There can be no assurance that the expectatio the Bridgepoint Group or its management will prove to be correct. By accepting this document, you agree to, acknowledge and confirm all of the foregoing and you further agree a covenant: (1) to keep strictly confidential the contents of this presentation and such other material and not to d such contents to any third party or otherwise use the contents for any purpose; (2) not to copy all or any port this document, other confidential information or any such other material; and (3) to return this presentation an such other material to the Bridgepoint Group upon its request
  • 4. pany Overview • Established in 1998, Bridgepoint Group Ltd. is a boutique Consulting, Investment Banking and Private Equity firm that enables the development, management and acquisition of sustainable energy and infrastructure in Canada and the Unite States. • Bridgepoint Group enables transactions among public and private sector partners in the following markets: Power, Utilitie Transportation, Real Estate & Buildings, Waste, Environment, and Natural Resources. • Bridgepoint provides a unique value proposition: • Combining public and private sector network of leaders, secon to none; • Deep industry experience in generating transactions; and • Alignment of interests with clients through sharing of risks and rewards.
  • 5. pany Overview • Why choose Bridgepoint Asset Management as a partner – Its deal origination capabilities: We source projects earlier in the development process Because of our industry reputation, developers come to us first to assist them with their financing needs Because of our extensive industry participation, we are able to efficiently and cost effectively source development opportunities – Its ability to qualify prospects: We can see where growth opportunities exist Given our long standing experience in the industry, we are able to quickly ass prospects and see where value may be unlocked when others may be too focused on financing already completed deals – Its risk mitigation process: No project is exactly the same Given our extensive industry network, we are able to quickly and effectively assess and analyze individual intrinsic risks associated with each project we look at and; Effectively manage these risks by picking and choosing from our network appropriate partners that can assume or greatly reduce these risks Our extensive experience in managing risk – Our investment in relationships with key decision makers: Regulators and Politici matter We have spent over a decade investing in relationships with industry regulato and politicians and we understand their motivations We work with them to address industry issues important to the private sector This has led to our staff holding a “trusted advisor” status and help facilitate a issues we may encounter in the development process
  • 6. pany Overview • Why choose Bridgepoint Asset Management as a partner: – Our understanding of all stakeholders: They still have some say Even with the passing of new regulations minimizing the power of stakeholders, they still have to be consulted in the development process We take a proactive approach in managing stakeholder risks by engaging key people and effectively finding a project champion whi can facilitate the development and approvals process – Our neutral approach: We are opportunity driven, not technology dependent New technologies are continuously developed, improved and teste While some may be very promising, we prefer picking and choosin reliable, proven vendors to minimize our exposure to these risks In cases where a new technology may be appropriate, we seek to minimize our downside risk by engaging appropriate parties – We are non-threatening partners: We work with, not against industry players Because of our industry participation, developers come to us with projects they have sourced looking for assistance with the core competencies we provide and; We approach developers with projects we have sourced looking to
  • 7. pany Overview • Why choose Bridgepoint Asset Management as a partner: – The volume of opportunities we manage: We are active on over $7 billion CAD of procurements and projects – We leverage Bridgepoint Group Ltd.’s team and expertise i managing both large and smaller scale projects – Bridgepoint Group Ltd. provides services to Bridgepoint Asset Management at cost to support the executive team a includes on its Advisory board the following key individuals • George Todd – Utilities • Robert Carillo – Power Generation • Michael Miceli – Real Estate, Asset Management, Healthcare & Long Term Care • Bill Leedy – Power Generation • David Turner – Risk Management
  • 8. any Overview – Our Approach High Level Operational Decision Making Improvements Capital Structure •Strategic & Financial •Operational Strategies •Ongoing capital decisions post •Standardization and structure optimization acquisition automation of •Ongoing assessment •Execution of strategy operations and liquidity options and business plan procurement process •Active role in Board •Capex management meetings Regulated Governance Businesses Initiatives •Selected use of •Selection of a new partners management where •Leverage Bridgepoint’s needed network of contacts •Definition of •Implementation of management industry best practices compensation and learned from prior incentive structures experience
  • 10. t Overview – Infrastructure Assets Power generation, transmission and conservation Energy Energy including: wind, thermal electric solar, solar photovoltaic, renewable biomass, bio-gas, bio-fuel, landfill gas or water Transport Transport Toll roads, bridges, tunnels, airports, ports, railway lines, Infrastructure buses, urban rail, ferries, parking facilities and other Infrastructure transport-related facilities Networks and systems that provide basic utility services Utilities Utilities to communities such as gas, water and electricity, including transmission, storage and distribution Healthcare facilities, education facilities and defense Social Infrastructure Social Infrastructure facilities, government accommodation and judicial and correctional facilities (PPP / AFP) Communications Communications Broadcast transmission networks, mobile telephony Infrastructure towers, satellites and terrestrial or submarine cable Infrastructure networks
  • 11. t Overview – The Market Structure y Vertical Transaction Vehicle Opportunities Ontario Power Standard Offe Public Authority, BC Programs Ministries of Energy ergy Procurement Hydro, Hydro Sole Source & Infrastructure Mechanism Quebec, Alberta FIT ISO, etc CESOP Ministries of Energy Pipelines of Canadian & Infrastructure Opportunities Public Provinces ructure Procurement PPP Agencies Social Mechanism Municipal Services Infrastructure & Agencies Municipalities Projects
  • 12. Overview – Examples of Existing Sources of Capital e of Fund Scope Differentiating Factors • Power only • Diversified holdings in generation fuels apital • Private equity focused on platforms and projects • US based • Renewables only • Develop, Hold & Operate tion Power • Fund owned, publicly listed ownership structure • Bridgepoint will be focused exclusively on Greenfield projects as • Later stage opposed to platforms (companies) • Infrastructure focused • Bridgepoint will be a Canadian based investor • Tied to constructors who use union • Bridgepoint will focus on power and social infrastructure assets labor • Bridgepoint will exit its investments at the end of the investment • Does not originate own projects horizon to maximize shareholder value • Bridgepoint will partner with existing platforms to develop projects • Early and later stage developments opposed to buying them outright • Power only al LLC • Higher cost of capital and return expectations • New to renewables • Power and infrastructure • Diversified company • Typically enters at a later stage • Will only invest if it can project finance
  • 13. Overview – Examples of Existing Sources of Capital Return set Class Targets Differentiating Factors (Annually) • Fluctuating Returns: returns vary greatly, from bond funds to high risk aggressive growth capital funds • Over-diversification may occur nds 2%-20% • Cash & liquidity: mutual funds tend to keep high cash ratios to meet liquidity investments limiting their ability to obtain returns • Large management fees: can exceed 3% annually • Higher risk: they can employ leverage and derivative instruments to boost returns change Traded 5%-15% • Daily volatility: their value tends to fluctuate greatly on day to day basis • Market spread: bid/ask spread might be large • Tied to the performance of an index rather than an individual company or pool of investments ds 5%-10% • Capped return given its structure • Index composition changes risk and return profile • Possible tracking errors • Shorter investment horizons • Lack of transparency uity Funds 15%-40% • High leverage ratios • Aggressive fundamentals • High risk • Liberal use of leverage and derivatives to enhance returns nds 15%-30% • Complex financial structures • Higher barriers to entry: large minimum initial investments • Larger fees
  • 15. pportunity – The Development Stage Investmen e dollar value of capital targeting energy and infrastructure assets ha hieved near record levels but: There is a significant lack of capital available to invest in developmen opportunities before a government backed contract has been awarded o signed. Observing the source of capital: Investment Managers at large infrastructure funds, banks and pension funds have limited, if no expertise in originating opportunities nor in managing the pre-bid process, or in othe words the formation of a consortium and the pursuit of a project in its initia stages. In addition, they are merely interested in providing financings for large secured projects, seeing as their income is based on their ability to leverage their institutional relationships to raise funds and obtain a fee as a percentage of the overall deal size. This “gap” provides major business opportunities for Bridgepoint Asse Management to successfully develop parts of this growing pipeline o opportunities The is no shortage of capital on the backend to provide adequate ex opportunities
  • 16. pportunity – The Development Stage Investmen velopers require additional early stage development equity or sweat equity sources) to reach various development milestones that result in greater ject value velopers typically use their own capital to bring projects to a certain point in development process, but often run out of money and look for strategic tners that provide value added financing ere are few if any funds or investors who focus exclusively on funding early ge Greenfield energy & infrastructure developments pical project financiers seek to fund projects once they’ve obtained 90-95% heir permits or approvals and have almost secured an off take contract – ir risk appetite is limited given the nature of the investors they deal with h recent regulatory and legislative enacting of the Feed in Tariffs program d other infrastructure programs, the project pipeline will be quickly filled with velopers scrambling to find funds to push their projects to the finish line. A ed In Tariffs program is essentially a contract with a government entity ereby it guarantees the purchase of the power produced by the plant vided the developer builds and operates the project privately.
  • 18. nd – Bridgepoint Greenfield Development Fund I LP • Private Placement • Seeking Accredited Investors – individuals who beneficially own, either alone or with a spouse, cash, securities, insuran contracts and deposits which have an aggregate realizable value which exceeds $1 mil (before taxes but net of related liabilities); – individuals whose net income before taxes exceeds $200,000 in each of the last two ye (or $300,000 with a spouse), and who have a reasonable expectation of exceeding that income level in the current year; – corporations, trusts, limited partnerships and other specified entities (other than mutual funds or non-redeemable investment funds) having financial statements that reflect net assets of at least $5 million; – banks (including authorized foreign banks); – loan, trust and insurance companies; – credit unions; – securities advisers and dealers (other than limited market dealers); – governments, governmental agencies, municipalities and provincial and territorial capita cities; – regulated pension funds and registered charities; – mutual funds or non-redeemable investment funds that distribute securities in Ontario to accredited investors only or under a prospectus; – current or former representatives of a securities adviser or dealer; – promoters of an issuer; – spouses, parents, grandparents and children of an officer, director or promoter of an issuer;1 – control persons; – a managed account acquiring a security that is not a security of a mutual fund or non- redeemable investment fund; and – persons or companies recognized as accredited investors.
  • 19. nd – Bridgepoint Greenfield Development Fund I LP • Investment Strategy: – Bridgepoint’s investment strategy is to invest in equity positions in po generation and social infrastructure projects where a creditwo Canadian government or quasi-government counterparty will assure take payments for the power or services to be provided by the facility. – These projects must be capable of an attractive exit within one to th years. – By leveraging its extensive industry network, long standing experie and reputation in the industry and trusted relationships with key deci makers, Bridgepoint will actively participate in the management of projects and seek to maximize its influence on the development proc to minimize early stage development risks. – As project owners and providers of development capital, the Fund wi in a unique position to have significant influence on the selectio strategic partners and key service providers. – By implementing this strategy in a disciplined fashion, Bridgepoint se to add value through a dynamic approach to asset allocation. It app resources and capital to situations of relative value, irrespective location, while also ensuring that the Fund portfolios Bridgep constructs are appropriately diversified by sector, size of investment geography. – The Fund will invest in a minimum of five (5) projects.
  • 20. nd – Bridgepoint Greenfield Development Fund I LP • General Partner: – Bridgepoint Investment Fund GP (the “General Partner”), an Ontario general partnership. • Investment Manager: – Bridgepoint Asset Management Inc. (the “Manager”), an Ontario corporation that is wholly owned by Bridgepoint Group Ltd. to manage the Fund. – The Manager is a wholly-owned subsidiary of Bridgepoint Group Ltd. and will be managed by certain members of Bridgepoint Group Ltd.’s curre senior management team.
  • 21. nd – Bridgepoint Greenfield Development Fund I LP • Investment Management: – The Management Fee shall be equal to 3.75% of Total Commitments for the first year of the Fund, subsequent to which the Management Fee shall be equal to 1.75% of the Net Book Value of the Fund until the end of the Investmen Term – From this fee, the General Partner shall pay to the Manage the investment management fee for managing the Fund’s investment portfolio and underlying projects • Preferred Return – 10.0% compounded annually, based on the per unit issuan price of CDN$50,000 multiplied by the number of Units outstanding at the beginning of the applicable fiscal year. • Carried Interest: – 25% in respect of the preferred return to the General Partn – 20% in respect of capital gains above and beyond
  • 22. nd – Bridgepoint Greenfield Development Fund I LP Bridgepoint Asset Bridgepoint Group Ltd Management Inc. Bridgepoint Investment Fund (General Partner) Bridgepoint Greenfield Limited Partners Development Fund I (Investors) (Limited Partnership) Project 1 Project 2 Project X
  • 24. portunity – The Development Stage Investment Gap tural Gas/ Waste Toronto Waterfront Clean Energy Centre, 582MW - $600 million proposal Milton Clean Energy Center – Pristine Power – 680MW - $1.0 billion York Energy Center - Invenergy – 400MW - $533 million bid Kitchener-Waterloo Energy Center - Invenergy - $300 million bid Leading Ontario power producer, SW GTA – 900MW - $1.2 billion bid Black Bear Energy Corp Equity Raise – Vermont – 150 MW natural gas & biomass - $450 million US Biomass to gasoline refinery – British-Columbia - $117 million York Durham Energy from Waste – Covanta Energy – $320 million Securing Power Purchase Agreement for urban co-gen plant- 14MW - $50 million vironment Municipal energy conservation report for Ontario Power Authority District cooling contract with large government agency - $30 million Energy retrofit contract with social housing agency - $60 million Energy retrofit contract with large municipality - $10 million Energy retrofit contract with municipality - $20 million Raising venture capital for LED light technology - $2 million
  • 25. portunity – The Development Stage Investment Gap al Estate & Buildings Extendicare research of operations opportunities in Ontario Royal Crest Long Term Care and Real Estate Portfolio – Receivership Transaction - $90 million buy-out bid Royal Crest Long Term Care and Real Estate Portfolio – Receivership Transaction - $60 million buy-out bid Securing public private partnership agreement with Whitby site – 35 acres newables Snap Lake in Canada - wind diesel hybrid project, Northeast of Yellowknife - Skypower - 10 MW Pelham & Woodburn – wind – Phase 1 – 230 MW - $ 630 million Lac Seul Generating Station – OPG – 12.5MW - $60 million Palsi in India – Skypower - 82.5 MW wind project Sea Horse in India - wind project – Skypower - 50 MW Lalin I, II, III - hydro power projects in Panama – Skypower - 82 MW Digby, Nova Scotia – wind – Skypower - 30 MW Zhen in China - Heilongjiang Province - wind power project - Skypower 49.5 MW Fujian Haixing, China - wind project– Skypower - 49.5 MW Ashalim, Israel -125 MW solar power project Biomass to gasoline refinery – British-Columbia - $117 million Strategy development and execution on securing Power Purchase Agreement for hydro- electric assets Developed business case for renewable power project opportunities in municipality
  • 26. portunity – The Development Stage Investment Gap lities PowerStream merger with Barrie Hydro - $600 million Hydro One acquisition of Brampton Hydro - $300 million HVDC Transmission Line - Ontario based private power transmission company - $550 million LDC merger negotiations due diligence- $900 million LDC non-regulated asset buy-out bids - range of - $2 - $5 million bids Supported water client with Automated Meter Infrastructure proposal for Toronto - $200 million For client, researched water & wastewater public private partnership opportunities in Ontario ansportation Sourced strategic partner – Florida Turnpike expansion - $1 billion PPP Research Report for United States opportunities Automated signaling transaction - $20 million Competitive intelligence for hedge fund on PPP Highway
  • 28. ary of Terms C – Local Distribution Company: a wholly or majority municipally owned utility, responsible he distribution of electricity within its jurisdiction through a proprietary network of wires, sformers and sub stations rgy Retrofit: A service provided to a customer whereby the energy efficiency of a building i atly increased by the addition and/or modification of certain elements of the structure rict Heating/Cooling: a system where heat and cooling is provided to a network of end rs (buildings) where economies of scale, higher fuel efficiencies and lower emissions vide attractive pricing and alternatives to traditional heating, cooling and ventilation system rgy from Waste: a process whereby municipal solid waste is converted to energy by first ning the waste, then using the heat to produce steam which in turn generates electricity ugh a turbine A – Mergers & Acquisitions: A term used to describe the activities of corporations that are er merging, or the acquisition of one company by another A - Power Purchase Agreement: A contract where the supplier of power (power station) ees to sell its power via a contract to a purchaser for a predetermined period of time, price under negotiated conditions W – Megawatt: a unit of power equal to one million watts Feed In Tariffs: is an incentive structure to encourage the adoption of renewable energy ugh government legislation. The regional or national electricity utilities are obligated to buy ewable electricity (electricity generated from renewable sources, such as solar thermal wer, wind power, biomass, hydropower and geothermal power) at above-market rates set b government
  • 29. ary of Terms ial Infrastructure: real estate that includes housing, educational, recreational and law & er facilities art Grid: A power transmission system that delivers electricity from suppliers to consumers ng digital technology to save energy, reduce cost and increase reliability P - Public Private Partnership: a government infrastructure program or private business ture which is funded and operated through a partnership of government and one or more ate sector companies that are contracted to provide design, build, finance, operations and ntenance services P – Alternative Financing and Procurement: Ontario’s version of PPP ation Linked Cash flows: a cash flow or payment stream that is linked to inflation, thereby ranteeing that the service provider will be paid real dollars for the goods and services it vides enfield: A project that is developed from ground up (“scratch”) Take Contract: A contract that guarantees the payments for goods and services provided he producer under negotiated conditions -bid: the early stages of the response to a Request for Proposals procurement, which udes assembling all necessary team members of a consortium P Agency: A provincial agency that has authority to procure for goods and services under a lic private partnership contracting mechanism
  • 30. Frank Carnevale Managing Partner (416) 921-5274 Georges Arbache Managing Partner (416) 849-2979 Toll Free: 1-866-501-8141