Legal Disclaimer and Disclosure
Kootenay Green Hydrogen Project
14638093 Canada Inc. operating as Turtle Island Power Inc.
IMPORTANT – PLEASE READ CAREFULLY
This document, together with any related materials, presentations, financial models, website content, media statements, capital decks, or communications issued by or on behalf of 14638093 Canada Inc. operating as Turtle Island Power Inc. (“TIPI”, the “Company”, “we”, “us” or “our”) concerning the Kootenay Green Hydrogen Project (the “Project”), is provided for informational and discussion purposes only.
1. No Offer or Solicitation
Nothing contained herein constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation regarding any securities, including any equity interests, debt instruments, or any tokenized or digital instruments (including any contemplated “TIPI Coin” or similar instrument). Any future offering of securities will be made only in compliance with applicable Canadian securities laws and solely to eligible investors under available prospectus exemptions or other lawful means. No securities regulatory authority has reviewed or approved the contents of this document.
2. Forward-Looking Information
This document contains forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding projected production volumes, capital and operating costs, revenues, EBITDA, free cash flow, internal rates of return, timelines (including commercial operation dates and hub deployment), offtake arrangements, interconnection outcomes, technology performance, incentive eligibility, ownership structures, and the potential participation of the Ktunaxa Nation.
These statements are based on assumptions, estimates and expectations that management believes are reasonable as of the date hereof but that are inherently subject to significant business, technical, economic, regulatory, environmental, political and competitive uncertainties and contingencies. Actual results, performance, events or timelines may differ materially from those expressed or implied. TIPI undertakes no obligation to update or revise any forward-looking statements except as required by law.
3. Estimates and Assumptions Only
All financial figures, production estimates, cost projections, valuation references (including any pre-money valuation), efficiency metrics, and timelines are estimates only. They are based on currently available information, third-party data, vendor indications, and internal modelling. They are subject to change without notice as engineering, offtake, interconnection, permitting, partnership and financing work progresses.
4. No Guarantee of Project Outcomes
There is no assurance that:
- the Project will obtain required land rights, permits, environmental approvals or interconnection agreements on acceptable terms or at all;
- binding offtake contracts will be secured;
- financing (equity, debt or non-dilutive) will be obtained in the amounts or on the terms contemplated;
- the Ktunaxa Nation will determine to participate in the Project or will grant any form of consent or approval;
- technology performance, costs or timelines will meet current expectations; or
- the Project will reach final investment decision, construction or commercial operation.
5. Indigenous Rights and Engagement
The Project is located within ʔamakʔis Ktunaxa. Any participation by the Ktunaxa Nation, including any residual equity interest, is subject to the Nation’s free, prior and informed decision-making processes conducted through its own institutions. TIPI does not assume or represent that consent has been or will be given. References to Indigenous ownership structures describe the Company’s proposed framework only and do not constitute a determination of rights or a substitute for Nation-led processes.
6. Third-Party Information and Technology
Information concerning third-party technologies (including Quest One, Hydrogen Optimized or other vendors), government programs (including IRAP, Clean Fuels Fund, Clean Hydrogen Investment Tax Credit or PacifiCan), power rates, market data and comparable projects is drawn from publicly available sources or preliminary discussions and has not been independently verified in full. TIPI does not warrant the accuracy or completeness of such information.
7. No Reliance and Professional Advice
Recipients should not rely solely on this document when making any investment, partnership, contracting or other decision. Independent legal, financial, technical, tax, environmental and Indigenous-relations advice should be obtained. TIPI, its directors, officers, employees, agents and advisors accept no liability for any loss or damage arising from the use of or reliance on this document or any related materials.
8. Confidentiality
Where this document or related materials are marked confidential or provided under a non-disclosure agreement, the recipient agrees to maintain confidentiality and to use the information solely for the purpose for which it was provided.
9. Governing Law
This disclaimer shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
10. Contact
For further information, authorized parties may contact Turtle Island Power Inc. under appropriate confidentiality arrangements.
