Threshold Power Trust

A copy of this preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (‘‘U.S. Securities Act’’), or the securities laws of any state or other U.S. jurisdiction, and except pursuant to an exemption from registration under the U.S. Securities Act and the applicable securities law of any state or other U.S. jurisdiction, may not be offered or sold in the United States or to, or for the account or benefit, of a U.S. person (as defined in Regulation S under the U.S. Securities Act (‘‘Regulation S’’)). This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See ‘‘Plan of Distribution’’. PRELIMINARY PROSPECTUS Initial Public Offering July 4, 2013 17JUN201313321386 THRESHOLD POWER TRUST C$ ɀ ɀ Units This prospectus qualifies the distribution of ɀ trust units (‘‘Units’’) of Threshold Power Trust (the ‘‘Trust’’), an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario, to be issued at a price of C$10.00 per Unit (the ‘‘Offering’’). Units are being offered by CIBC World Markets Inc., Scotia Capital Inc. and National Bank Financial Inc. (together, the ‘‘Lead Underwriters’’) on their behalf and on behalf of Stifel Nicolaus Canada Inc., Canaccord Genuity Corp., Desjardins Securities Inc., GMP Securities L.P. and Raymond James Ltd. (collectively, with the Lead Underwriters, the ‘‘Underwriters’’) pursuant to an agreement dated ɀ , 2013 among the Trust, Threshold Power Administrator Inc. (the ‘‘Administrator’’), Threshold Power Commercial Trust (the ‘‘Commercial Trust’’), Threshold Power Holdings Inc. (‘‘Can Holdco’’), Threshold Power Corporation (‘‘Threshold Power’’), Threshold Wind I, LLC (‘‘Wind I’’) and the Underwriters (the ‘‘Underwriting Agreement’’). The Trust is an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario on June 11, 2013 pursuant to a trust indenture dated June 11, 2013 (the ‘‘Trust Indenture’’). The Trust was established to seek stable and consistent returns for holders of Units (‘‘Unitholders’’) through investments by Threshold Power, which will become an indirect wholly-owned subsidiary of the Trust immediately following the closing of the Offering (the ‘‘Closing’’), in operating renewable energy projects in the United States (‘‘U.S.’’). The Trust will use the net proceeds of the Offering to fund the aggregate purchase price of approximately U.S.$120.0 million to acquire indirect interests in eight limited liability companies (the ‘‘Project LLCs’’) which own nine electricity-generating wind power projects (the ‘‘Projects’’) in the U.S. (collectively, the ‘‘Acquisitions’’) pursuant to certain agreements between Threshold Power and each of JPM Capital Corporation (‘‘JPM’’), an affiliate of J.P. Morgan & Co., KEF Equity Investment Corp. and EDP Renewables North America LLC (collectively, the ‘‘Vendors’’). As of March 31, 2013, the Projects have gross installed power generating capacity of 804.7 megawatts and have been operating for an average of approximately 7.7 years. The Project LLCs have entered into certain power purchase agreements for the off-take of exportable energy from the Projects, which have a capacity weighted average remaining life of approximately 11.1 years as of March 31, 2013. Price: C$10.00 per Unit Price to Public(1) Underwriters’ Fee(2) Net Proceeds to the Trust(3) Per Unit................................ C$10.00 C$ɀ C$ɀ Total Offering(4) ........................... C$ɀ C$ɀ C$ɀ Notes: (1) The offering price of the Units to be issued pursuant to the Offering has been determined by negotiation between the Administrator (on behalf of the Trust) and the Underwriters. No third-party valuation of the Units was obtained in determining the offering price. (2) The Trust has agreed to pay a fee to the Underwriters in the amount of C$0.60 per Unit issued pursuant to the Offering (the ‘‘Underwriters’ Fee’’). (continued on next page) Threshold Power A RENEWABLE ENERGY TRUST Acquiring Preferred Returns in Proven U.S. Wind Power Projects Outside front cover Institutional investors have contributed more than US$23 billion of tax-incentivized capital to the growth of U.S. renewable energy assets. Threshold Power is at the forefront of the opportunity to acquire the cash flow interests in proven U.S. wind assets for their preferred returns. Structural change in the ownership of U.S. wind assets unlocks preferred return opportunities for yield investors Interests in High Quality Sustainable Distributions & Significant Growth Initial Portfolio Stable Cash Generation Attractive Returns to Unitholders Opportunities 805 MW 7.7 years C$16.2M 24-Month Installed Capacity Average Operating History Cash Available for Distribution ROFO with JP Morgan, an Investor in 10,000 MW of Wind Power 625 93% 75% 100% Wind Turbines Capacity Under Long-Term PPAs Payout Ratio Target ROFOs on Remaining Tax Equity Interests in Initial Portfolio 9 Zero Projects Development Risk 60 GW Installed Wind Power Capacity in the 7 Fragmented U.S. Market U.S. States US$23B+ Invested Capital in U.S. Renewable Energy Projects by Tax Equity Investors Diversified Portfolio BEAR CREEK BLUE CANYON CAPROCK CEDAR CREEK CRESCENT RIDGE JERSEY-ATLANTIC SWEETWATER 1 SWEETWATER 2 SWEETWATER 3 Luzerne, PA Comanche, OK Quay Co., NM Weld Co., CO Bureau Co., IL Atlantic City, NJ Nolan Co., TX Nolan Co., TX Nolan Co., TX 24 MW 74.3 MW 80 MW 300.5 MW 54.5 MW 7.5 MW 37.5 MW 91.5 MW 135 MW (continued from cover) (3) After deducting the Underwriters’ Fee but before deducting expenses of the Offering, estimated at approximately C$7.3 million (excluding fees incurred in connection with establishing the Credit Facilities, which will not be paid from the proceeds of the Offering), which together with the Underwriters’ Fee, will be paid by the Trust from the proceeds of the Offering. (4) The Underwriters have been granted an over-allotment option (the ‘‘Over-Allotment Option’’) by the Trust, exercisable in whole or in part, from time to time, for a period of 30 days from Closing to purchase up to ɀ additional Units on the same terms as the Units sold under the Offering, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to public, Underwriters’ Fee and net proceeds to the Trust in respect of the Offering will be C$ ɀ , C$ ɀ and C$ ɀ , respectively. This prospectus qualifies the grant of the Over-Allotment Option and the distribution of the additional Units issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the Underwriters’ over-allocation position acquires such Units under this prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See ‘‘Plan of Distribution’’. The net proceeds to be received by the Trust pursuant to the exercise of the Over-Allotment Option are expected to be provided to Threshold Power in substantially the same manner as the net proceeds of the Offering, and used by Threshold Power to pursue and fund future acquisitions and for general corporate purposes. See ‘‘Use of Proceeds’’. Upon the closing of the Acquisitions, Wind I, a wholly-owned subsidiary of Threshold Power, will be entitled to indirectly receive certain cash distributions and Tax Attributes (as defined herein) from the Project LLCs through its interests in Threshold Holdings I Limited Liability Partnership (‘‘THLLP1’’), Threshold Holdings II Limited Liability Partnership (‘‘THLLP2’’) and Threshold Holdings III, LLC (‘‘TH3’’, and collectively, the ‘‘Portfolio Entities’’). Pursuant to the Acquisitions, the Portfolio Entities’ investments will principally be in tax equity interests (‘‘Tax Equity Interests’’) of the Project LLCs, which entitle their holders (‘‘Tax Equity Investors’’) to a Preferred Return (as defined herein) generated primarily by an entitlement to 100% of the cash distributions from the Project LLCs following a contractually agreed upon date until certain targeted after-tax returns of the Tax Equity Investors are achieved. Management (as defined herein) believes that each of the Project LLCs will be providing all of its cash distributions to Tax Equity Investors during the third quarter of 2013. Based upon Management’s assumptions regarding future cash distributions, as of March 31, 2013, the period during which Tax Equity Investors will receive 100% of the cash distributions from each Project LLC has a cash distribution weighted average remaining period of approximately 8.9 years. Following such period, Tax Equity Investors in the Project LLCs will be entitled to receive between 5% and 21.8% of the cash distributions from each Project LLC. The closing of the Acquisitions is conditional on the Closing and is expected to occur immediately after the Closing. See ‘‘The Acquisitions’’, ‘‘The Projects’’, ‘‘Notice to Investors — About this Prospectus’’ and ‘‘Use of Proceeds’’. Simultaneously with the closing of the Acquisitions, Threshold Power will enter into a right of first offer agreement with JPM (the ‘‘JPM ROFO Agreement’’) pursuant to which Threshold Power will have a right of first offer on any proposed sales of JPM’s Tax Equity Interests in 76 wind projects in the U.S.

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