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An Independent Power Producer with 33 MWs of Awarded ComFIT Projects in Nova Scotia at $0.131/kW

Enquiries:

Stan Mason, P.Eng., President

Watts Wind Energy Inc.

Phone: +1.902.482.0920

Email: Invest@wattswind.com

Watts Wind Energy Inc. Important Notice:This document has been prepared by Watts Wind Energy Inc. (“Watts Energy”). Some of the information in this document has been obtained from sources which Watts Wind believes to be reliable, we do not represent or warrant its accuracy and such information may be incomplete or condensed.

This document may contain or refer to certain forward-looking statements relating, but not limited to, Watts Wind's expectations, intentions, plans and beliefs with respect to Watts Wind. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.

Forward-looking statements rely on certain underlying assumptions that, if not realized, can result in such forward-looking statements not being achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of Watts Wind to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although Watts Wind has attempted to identify important factors that could cause actual actions, events or results or cause actions, events or results not to be estimated or intended, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Other than as required by applicable Canadian securities laws, Watts Wind does not update or revise any such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.

This document may not be reproduced (in whole or in part) to any other person without the prior written permission of Watts Wind.

THIS CEDIF OFFERING MAYBE A HIGH RISK INVESTMENT. THE CEDIF OFFERING IS MADE THROUGH AN OFFERING DOCUMENT, WHICH CAN BEOBTAINED FROM AN AUTHORIZED SALES AGENT OR FINDER, BY CONTACTING 902-482-0920 OR INVEST@WATTSWIND.COM. THIS OFFERINGCONSTITUTES AN EXEMPT OFFERING OF THESE SECURITIES ONLY IN NOVA SCOTIA BY AUTHORIZED SALES AGENTS. INVESTORS SHOULD READ THEOFFERING DOCUMENT BEFORE MAKING AN INVESTMENT DECISION. WATTS WIND IS SUBJECT TO NUMEROUS RISK FACTORS AND POTENTIALCONFLICTS OF INTEREST AS DESCRIBED IN THE OFFERING DOCUMENT AND INVESTORS SHOULD CAREFULLY READ AND CONSIDER SUCH RISKFACTORS AND POTENTIAL CONFLICTS OF INTEREST.

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DISCLAIMER

Current Projects

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Watts Wind Current and Phase One Projects

Watts Section1.5 MW – 1 unitIn-service: 2011

Barrington3.2 MW – 2 unitsIn-service: 2015

New Glasgow6.4 MW – 4 unitsIn-service: 2015

Wedgeport1.7 MW – 1 unitIn-service: 2015

Watts Wind Energy - Overview

• Generating operating cash flow since March, 2011• Track record of consistent dividends• 9.7% projected average annual yield(1)

• Structured as a “CEDIF”(2) to provide Nova Scotians up to 65% in personal tax credits(3)

• Most MWs awarded under the NS ComFIT program, 33 MWs• Experienced board and management team

4Notes: 1) Tax credits are non-refundable provincial tax credits the applicability for which the Issuer is subject to additional requirements

Notes: 1) Assumes a top marginal tax rates for a Nova Scotia resident used and includes non-refundable provincial tax credits assuming an investor has sufficient taxes payable Additional conditions apply to the non-refundable tax credits. The 9.7% is comprised of cash distributions of 6.4% and 3.3% in non-fundable NS tax credits.2) Community economic development investment fund3) Tax credits are non-refundable provincial tax credits the applicability for which the Issuer is subject to additional requirements.

Mandate for Clean Power in NS

• 40% of power generation must come from renewable sources by 2020

• ComFIT program introduced to help achieve this

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Securing Power Purchase

Agreement

Wind Resource Assessment

Site Prospecting and Land Lease Negotiation

Environmental Impact Screening

Project Operation and Management

• Prospecting for suitable project sites which included finding the basis resources, including land, wind and a transmission market

• Negotiating land access agreements

• Assessing the environmental impacts such as wildlife, birds, bats, vegetation, ground and surface water, noise and visual impacts.

• Measuring the wind data at the project sites (typically using a meteorological tower (MET tower) and possibly a sodarunit. (Land based sodar units are typically used in conjunction with MET towers as a second source of wind speed data, useful in extrapolating 60m wind data to 80m turbine hub height).

• Entering into a PPA (typically with a utility) as part of a Request for Proposal process, a Feed-in-Tariff, such as the ComFIT, or some other process.

• Procuring the wind turbine(s).

• Final interconnection studies and entering into an interconnection agreement with the utility or systems operator

• Ongoing operations and maintenance of the wind turbine(s).

• Obtaining all municipal and building permits.

• Obtaining all necessary debt and equity financing

• Preparing the engineering plans, specifications and contractor tendering documents

• Contracting with suppliers and subcontractors

• Construction of the balance of plant, include roads and power lines.

• Installation of turbines, including installing the foundation, raising the wind turbines, electrical connections, utility interconnection, etc.

Post - trade

Watts Does Not Bear the Risk of Speculative Development Activities…

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…it only invests in a project once there is a signed contract from NS Power Inc.

Project Construction

Speculative ‘Development’ Activities Watts Wind Activities

Project PipelineProject Name Project

Size (MW)

Wind (m/s)

Land Lease Option

Comments

Watts Section 1.5 6 - 7 Yes Operating

New Glasgow 6.4 7 – 8 Yes Under construction – Apr. 1 target

Wedgeport 1.7 7 - 7.5 Yes Under construction – Mar. 11 target

Barrington 3.2 7.5 - 8 Yes Under construction – Mar. 4 target

Porters Lake 3.2 6 - 7 Yes Fully developed – construction ready

Ketch Harbour 4.8 7 - 7.5 YesComFIT contract awarded. Advanced stage development.

Otter Lake 9.0 7 – 7.5 NoComFIT contract awarded. Early stage development.

Lingan 0.8 7.5 - 8 YesComFIT contract awarded. Advanced stage development.

Bayswater 1.6 7 – 7.5 NoComFIT contract awarded. Early stage development.

Arlington 3.0 7.5 - 8 No Kings County Bylaw review underway.

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Watts Business Structure

Watts Wind Energy Inc.

(A Nova Scotia CEDIF company)

Watts Wind LP

New Glasgow – 4 turbines

Barrington – 2 turbines

Wedgeport – 1 turbine

Watts Wind II LP

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Watt Section - 1 turbine

Watts Wind III LP

Porter’s Lake – 2 turbines

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Project Equity Partner

Elemental provides supplemental equity to Watts’ projects but stands behind Watts for its annual returns

Name Function Experience

David Regan, MBA Non-executive chairman

EVP, Corporate Development, DHX Media Ltd. Former management consultant with A.T. Kearney. INSEAD MBA.

Stan Mason, P. Eng. President Principal, Seaforth Engineering Group Inc. 15 years experience installing 50kW wind turbines around the world. Owns and operates a 750kw hydro power plant supplying NS Power.

Paul Pynn, P. Eng. Vice-president President and founder, Eon WindElectric Inc. Installs and maintains turbines for large wind farms. Installed, managed or supported in excess of 250 MW of wind power.

Michael Kinley, CA CFO Former CFO of several public companies and former partner at KPMG.

Gordon Stevens, CFA Independent director

Former VP with Goldman Sachs and chartered accountant with Deloitte. Founder and president of the Uncommon Group.

Keith Abriel, CA, CFA Independent director

Former CFO of Linear Gold and Senior Manager with PwC. CFO-for-hire to emerging public and venture backed start-up companies.

J. William Ritchie Independent director

Angel investor, former director of Empire Company Ltd, Sobeys Inc. and co-founder of Scotia Bond Ltd. Current director of DHX Media Ltd. and e-Academy Inc.

The Team Consists of Experienced Wind Engineers and Finance Professionals

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$50,000 Investment (non-RRSP)

- $17,500 (35%) Nova Scotia Equity Tax Credit

$32,500 Net Cost (non-RRSP)

- $15,000 If new money to RRSP a deferral at the marginal tax rate (1)

$17,500 Net Cost (RRSP)

- $10,000 If held for ten years(2) (less discount for time value of money)

- $5,000 If held for fifteen years(2) (less discount for time value of money)

$2,500 Total cost of investment if held for fifteen years (less discount for time value of money and provided shares maintain their value)

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A $50k Investment Could Have a Hypothetical Net Cost of $2.5k, Assuming the Following:

(1) For illustration, a 30% marginal rate is used and the assumption is that there is sufficient RRSP room available. In addition, please note that this results in a tax deferral, not a tax credit. The above example may not be applicable to all investors. (2) The additional 20% and 10% non-refundable tax credits are subject to the Issuer conducting and successfully closing additional offerings.

Note: 1) Assumes a $10,000 investment at $1.30/share and top marginal tax rates for a Nova Scotia resident used and includes non-refundable provincial tax credits assuming an investor has sufficient taxes payable Additional conditions apply to the non-refundable tax credits.2) The 9.7% is comprised of cash distributions of 6.4% and 3.3% in non-fundable NS tax credits.

For a $10,000 investment:

Financial Estimates – Watts Believes Average Annual Yield to Investors Will Be 9.7%(1)

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Year Tax Credit

Dividend Total

1 $ 3,500 $ 456 $ 3,956

2 $ 838 $ 838

3 $ 843 $ 843

4 $ 839 $ 839

5 $ 2,000 $ 789 $ 2,789

6 $ 789 $ 789

7 $ 922 $ 922

8 $ 1,193 $ 1,193

9 $ 1,189 $ 1,189

10 $ 1,000 $ 1,184 $ 2,184

Year Tax Credit

Dividend Total

11 $ 1,005 $ 1,005

12 $ 343 $ 343

13 $ 324 $ 324

14 $ 305 $ 305

15 $ 260 $ 260

16 $ 238 $ 238

17 $ 214 $ 214

18 $ 249 $ 249

19 $ 276 $ 276

20 $ 617 $ 617

Totals: $ 6,500 $ 12,872 $ 19,372

Note: 1) Assumes a $50,000 investment at $1.30/share and top marginal tax rates for a Nova Scotia resident used and includes non-refundable provincial tax credits assuming an investor has sufficient taxes payable Additional conditions apply to the non-refundable tax credits.2) The 9.7% is comprised of cash distributions of 6.4% and 3.3% in non-fundable NS tax credits.

Financial Estimates – Watts Believes Average Annual Yield to Investors Will Be 9.7%(1)

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Year Tax Credit

Dividend Total

1 $17,500 2,280 19,780

2 4,188 4,188

3 4,213 4,213

4 4,193 4,193

5 $10,000 3,946 13,946

6 3,946 3,946

7 4,609 4,609

8 5,967 5,967

9 5,944 5,944

10 $5,000 5,922 10,922

Year Tax Credit

Dividend Total

11 5,027 5,027

12 1,714 1,714

13 1,618 1,618

14 1,523 1,523

15 1,301 1,301

16 1,189 1,189

17 1,071 1,071

18 1,243 1,243

19 1,379 1,379

20 3,087 3,087

Totals: $32,500 $64,359 $96,859

For a $50,000 investment:

Summary

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• Mitigated risks• Limited exposure to highly uncertain development activities

• Preference in project cash flow distributions ahead of other equity providers for all projects

• Long-term contracts• All projects benefit from 20 year NSPI contracts

• Governance• Experienced independent directors with CFA’s

• Alignment of interests with directors who have invested > $300k cash at same price as outside investors

• Experienced team• Principals have installed and managed >100 MWs

• Three years of dividends

Appendix

Project Size Customer Responsibilities

Amherst Wind Farm- Nova Scotia

32 MW – 15 SuzlonS90 turbines

Sprott Power Corp. Owners engineers for development and construction. 2010/2011

Digby Wind Farm- Nova Scotia

30 MW – 20 GE 1.5MW turbines

Nova Scotia Power Inc.

Owners engineers for construction. 2010

Fermeuse Wind Farm - Newfoundland

27 MW – 9 VestasV90 turbines

Skypower Corp. Owners engineers for development and construction.2009

Maryvale Wind Farm, - Nova Scotia

6 MW – 4 VensysV77 turbines

Maryvale Wind Inc. Project manager for development and construction.2010

Phase 2 West Cape Wind Farm - PEI

34 MW – 17 VestasV80 turbines

Ventus Energy Manage construction of roads, foundations and crane pads to prepare for turbine installation spring 2008.

Norway Wind Farm - PEI

9 MW - 3 - Vestas V90 turbines

Ventus Energy Construction manager erection of the turbines and completion of the substation.2007/2008

Phase 1 West Cape Wind Farm - PEI

22 MW - 11 VestasV80 turbines

Ventus Energy Construction manager erection of the turbines and completion of the substation and collection system. 2007/2008

Gifforrn Wind Farm, Gifforn, Germany

20 MW – 8 - 2.5MW Fuhrlander turbines

Fuhrlander North America

Technical support wind farm installation 2007

Phase 1 Higgins MnWind Farm - NS

3.6 MW - 3 - 1.2 MWVensys turbines

Springhill RiverhurstWindpower Ltd.

Manage development, construction and commissioning.2006

Partial List of Recent Wind Energy Project Work by Watts Principals(1)

Watts Wind Principals Have Installed More Than 200 MWs of Wind Power(1)

16Notes: (1) Projects supported by EonWindelectric Inc. of which Watts Wind officers and directors Paul Pynn and Stan Mason are principal and director, respectively.

Friday, January 29th 2015 - Tower Erection –New Glasgow Project

Civil engineering Road constructionFoundation

Site Preparation – Maryvale Project(1)

18Notes: (1) Project was supported by EonWindelectric Inc. of which Watts Wind officers and directors Paul Pynn and Stan Mason are principal and director, respectively.

Tower Shipment – Watt Section Project

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Tower Erection – Watt Section Project

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Turbine selectionInstallation and grid connectionCommissioning

Turbine Installation – Watt Section Project

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Sprott Power’s Amherst Wind Farm – Project Supported by Watts’ Principals(1)

Notes: (1) Project was supported by EonWindelectric Inc. of which Watts Wind officers and directors Paul Pynn and Stan Mason are principal and director, respectively.