SkyPower Corp. Acquires Quebec Wind Energy Project from Terrawinds Resources Corp.

On December 28, 2007, SkyPower Corp., a leading independent renewable energy developer, purchased the Terrawinds Wind Energy Project near Rivière-du-Loup, Québec and related assets from Terrawinds Resources Corp. (“Terrawinds”), a corporation owned by SkyPower Wind Energy Fund LP, for approximately $77 million in cash, plus the assumption of approximately $211 million of indebtedness and certain other liabilities of Terrawinds.

SkyPower Wind Energy Fund LP and Terrawinds Resources Corp. were represented by Bennett Jones LLP with a team that included Gary Solway, Grant Haynen, Terra Rebick, David Ellison and Kristopher Hanc (corporate/M&A) and Bernard Morris and Peter Jovicic (tax).

SkyPower Corp. was represented by Vice President and General Counsel Richard Guttman and by external counsel Goodmans LLP with a team including Daniel Gormley, Neill May and Meenu Khindri Patel (corporate/M&A) and Jon Northup (tax).

On the financing of the acquisition, SkyPower was assisted by Ed Feo and Dava Casoni of Milbank, Tweed, Hadley & McCloy LLP, David Wiseman and Michael Bertrand of Goodmans LLP and Keyvan Nassiry of BCF LLP.

The lenders, lead by HSH Nordbank AG, New York Branch, as Agent, were represented by Rob Goldberg, Lloyd MacNeil and Claire Torchia of Chadbourne & Parke LLP and Constantine Troulis and Lida Bucyk of Osler, Hoskin & Harcourt LLP.