tem 4 Ktem 2 Item 3 Item 4 tem Form $1-102F3 Material Change Report MATERIAL CHANGE REPORT UNDER SECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT NO. 1-102 AND SECTION 5.2 OF ONTARIO SECURITIES COMMISSION RULE 61-501 Reporting Issuer BLUE POWER ENERGY CORPORATION (the “Company") 360 Bay Street, Suite 500 Toronto, Ontario MSH 2V6 Date of Material Change March 16, 2006, News Release ‘On March 16, 2006, a news release in respect of the material change was disseminated through CCN Matthews, TSX Venture Disclosure Summary of Material Change ‘The material change is summarized in the Company's press release attached hereto as. ‘Schedule “A”, which press release is incorporated herein. Full Description of Material Change In addition to the information included in the press release attached hereto as Schedule “=A”, the following is disclosure required under Ontario Securities Commission Rule 61- 501 (“Rule 61-501") (a) description of the transaction and its material terms: ‘The Company has entered into an agreement (the “SPA") to purchase (the “Transaetion*) all ofthe issued and outstanding common shares inthe capital of Chilly- Bin Inc. (the "Chilly-Bin Shares") in exchange for the issuance by the Company of 25,000,000 common shares in the capital of the Company ("Common Shares"). The Company has fixed the consideration for the 25,000,000 Common Shares. at a subscription price of $0.01 per Common Share for aggregate gross proceeds of $250,000. Chilly-Bin Inc. isthe holder of a mining concession known as "The New Alger Property in Cadillac Township, Quebec (the "Property"). ‘The closing date of the Transaction will be April 18, 2006 (or such earlier or later date as may be mutually acceptable to the partes) The Transaction is a related party transaction to which Rule 61-501 applies. Accordingly, the Company is seeking disinterested shareholder approval for the ‘Transaction at an annual and special meeting of shareholders to be held April 1, 2006 at 10:30am (Toronto time). Further details of the Transaction are disclosed in the Company's Management Information Circular and Proxy Statement dated March 13, 2006 (the "Cireular"), which is available on the SEDAR website at www.sedar.com.(b) the purpose and business reasons for the transaction: ‘The purpose and business reasons for the Transaction are to acquire the Property, through the purchase of Chilly-Bin Ine., and to revive the business of the Company to permit it 10 become actively involved in the mineral exploration industry and permit the Company’ 10 access additional funding. (©) the anticipated effect of the transaction on the issuer's business and affairs: ‘See (b) above (@) a description of: (D the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties: Jim Voisin, the President, a director and a “related party" of the Company (as defined in Rule 61-501), isa shareholder of Chilly-Bin Inc, Also, Neil Novak, a director and "related party" of the Company, is a beneficial owner of Nominex Ltd., which is a shareholder of Chilly-Bin. Additionally, seven of the eight shareholders of Chilly-Bin Inc., being Allan Ringler Services Inc., Elen Enterprises (Ontario) Inc., George Duguay Services Inc., Kalwea Financial Comp., Peter Miller, Nominex Ltd. and Jim Voisin, are each a shareholder of the Company holding approximately 9.98% of the issued and outstanding Common Shares. Accordingly, for the purposes of the Transaction, the Company ‘considers them to be related parties of the Company. i the anticipated effeet of the transaction on the percentage of securities of the issuer, or of am affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage Asa result ofthe tansaotion, the percentage of isued and outstanding common shares of the Company owned or contolled by Elen Enterprises (Ontario) In. will be increased by 3.81%. Elen Enteprises (Ontario) Inc. currently holds 44,074,265 common shares (equal to 9.98%) and following issuance of 5,000,000 common shares pursuant to the Transaction, wil hold 1,814,883 common shares (equal t 13.79%). Each of Allan Ringler Services Inc., George Duguay Services Inc. Kalwea Financial Corp., Peter Miller, Nominex Ltd., and Jim Voisin curently hold 4,074,265 common shares (equal to 9.98%) and following the issuance of 2,500,000 common shares to each of them pursuant tothe Transaction, will hold 1,314,853 common shares (equal 10 9.99%). (©) unless this information will be ineluded in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director material disagreement between the board and the special committee: ‘The Transaction was presented t0 the board of directors of the Company and Messrs Voisin and Novak declared their interests as beneficial shareholders of Chilly-Bin Inc. Accordingly, the disinterested directors of the board formed an ad hoe committer (the “Committee” comprised of Messrs, Wilton, Iscove and Stekel to review the Transaction,Item 6 Item 7 ‘The Committee performed its due diligence on the Property, including a review of the Technical Report (as defined in the Circular), and unanimously determined that the Transaction is in the best interests of the Company. The board of directors of the Company approved the Transaction, with Messrs. Voisin and Novak abstaining. ( subject to subsection $.2(3) of Rule 61-501, @ summary, in accordance with section 6.5 of Rule 61-501, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transactio Not applicable. See section (i) below. (2) disclosure, in accordance with section 6.8 of Rule 61-501, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transactio ( that has been made in the 24 mor ‘change report: ths before the date of the material Not applicable, the existence of which is known, after reasor ‘or to any director or senior officer of the issuer: ble inquiry, to the issuer Not applicable. (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction; ‘The SPA contains standard terms and conditions for an agreement of this type prepared in accordance with Canadian commercial practices. All of the shareholders of Chilly-Bin Inc., including those shareholders listed in subsection 5(@) above, are treated equally under the terms of the share purchase agreement. (D disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and §.7 of Rule 61-801, respectively, and the facts supporting reliance on the exemptions: As the Common Shares are traded on the Canadian Unlisted Board (CUB) over-the- ‘counter system, the Company has relied on the exemption in item 3 of section 5.5 of Rule 61-501 from the requirement to obtain a formal valuation of the Transaction. This ‘exemption applies where "no securities of the issuer are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, ora stock exchange outside of Canada and the United States." Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 ‘This report is not being filed on a confidential basis Omitted Information No information has been omitted.