Clean Power Acquires Remaining Interest in PowerTap to Become 100% Owner of Hydrogen Fueling Company - Seite 2

“Clean Power Capital is pleased to complete the acquisition of all the shares of PowerTap Hydrogen Fueling Corp.,” said Raghu Kilambi CEO of Clean Power Capital Corp. “Clean Power Capital continues to be excited by the commercialization opportunities that PowerTap’s patented onsite blue hydrogen production and dispensing system has in the United States and globally.”

The consideration paid to the vendors for the remaining 5.5% of PowerTap consists of an aggregate of 22,000,080 common shares in the capital of the Company (the “Consideration Shares”) at a deemed value of $1.30 per Consideration Share. With the exception of Mr. Raghu Kilambi, the vendors are arm’s-length to one another and none of whom, individually holds 10% or more of the issued and outstanding shares of the Company on a non-diluted basis. The issuance of the Consideration Shares relied on the accredited investor exemption under Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and therefore the Consideration Shares are subject to a four month and one day hold period.

The purchase of Mr. Kilambi’s remaining 0.50% interest in PowerTap, constitutes a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), given that Mr. Kilambi is the CEO of the Company and currently owns 20,534,0710 common shares of the Company through his holding company. Upon completion of the acquisition, Mr. Kilambi’s holding company will be issued an additional 1,999,980 common shares of the Company in return for his remaining interest in PowerTap. Upon closing of the acquisition, Mr. Kilambi will beneficially own and control, through his holding company, an aggregate of 22,534,050 common shares of the Company, representing approximately 7.31% of the issued and outstanding common shares of the Company on a non-diluted basis. Mr. Kilambi is also the holder of 2,500,000 stock options in the Company that were previously granted, but not related to this acquisition.

The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair market value of the consideration paid under this acquisition to Mr. Kilambi represents 0.79% of the market capitalization of the Company, and therefore does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101. The acquisition of the remaining issued and outstanding shares in the capital of PowerTap has been approved by the independent directors of the Company. The Company did not file a material change report related to this acquisition more than 21 days before the expected closing of the acquisition as required by MI 61-101 since the details of the acquisition were not settled until shortly prior to the closing of the acquisition and the Company wished to close on an expedited basis for sound business reasons.