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Exhibit 99.3
 HYDROGENICS CORPORATION
 
 Annual Information Form
 For the Fiscal Year Ended December 31, 2007
 March 7, 2008




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TABLE OF CONTENTS
 1.
    
    FORWARD-LOOKING STATEMENTS
    
    
    12.
    
    CORPORATE STRUCTURE
    
    
    33.
    
    DESCRIPTION OF OUR BUSINESS
    
    
    4Overview
    
    
    4OnSite Generation
    
    
    4Power Systems
    
    
    5Test Systems
    
    
    6History
    
    
    6Industry Trends
    
    
    7Our Strategy
    
    
    9Corporate initiatives
    
    
    9Business unit initiatives
    
    
    10Our Products and Services
    
    
    10HySTAT Hydrogen Stations
    
    
    10HyPM® Fuel Cell Products
    
    
    11Sales and Marketing
    
    
    11Customers
    
    
    11Research and Product Development
    
    
    13Intellectual Property
    
    
    13Manufacturing
    
    
    14Facilities
    
    
    14Human Resources
    
    
    15Legal Proceedings
    
    
    16Competition
    
    
    16OnSite Generation
    
    
    16Power Systems
    
    
    16Government Regulation
    
    
    164.
    
    DESCRIPTION OF SHARE CAPITAL
    
    
    175.
    
    DIVIDENDS
    
    
    176.
    
    MARKET FOR SECURITIES
    
    
    187.
    
    DIRECTORS AND OFFICERS
    
    
    198.
    
    INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    23Transactions with Viking Engineering & Tool Co.
    
    
    23Transactions with General Motors
    
    
    249.
    
    RISK FACTORS
    
    
    25Risk Factors Related to Our Financial Condition
    
    
    25Risk Factors Related to Our Business and Industry
    
    
    28Risk Factors Related to Our Products and Technology
    
    
    35Risk Factors Related to Ownership of Our Common Shares
    
    
    3810.
    
    TRANSFER AGENTS AND REGISTRARS
    
    
    4211.
    
    MATERIAL CONTRACTS
    
    
    4212.
    
    INTERESTS OF EXPERTS
    
    
    4213.
    
    ADDITIONAL INFORMATION
    
    
    42




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1. Forward-Looking Statements
    
    
    our failure to raise additional capital as needed;
    
    our limited operating history and difficulty in assessing future growth prospects;
    
    the failure to satisfy the NASDAQ Global Markets requirements for continued listing of
our common shares;
    
    our failure to recruit and retain qualified management and key employees;
    
    our failure to develop, execute and implement our business plan;
    
    the failure of our markets to grow at anticipated rates;
    
    the delay or failure of hydrogen fuel cell and related technologies to commercialize as
anticipated;
    
    the unavailability of hydrogen on a cost effective basis;
    
    our failure to develop products and services to meet customers needs, attract new
customers or enable us to expand into new markets;
    
    changes in laws and regulations, including codes and standards relating to our business;
    
    actions of our competitors;
    
    our failure to develop and maintain partnerships with governments, system integrators,
OEMs and other channel partners;




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
    
    the loss of suppliers of key materials and components;
    
    changes in technology;
    
    the failure of our investments in technology, capital expenditures and infrastructure to
increase our revenues or decrease our costs;
    
    the delay or failure to wind up our test equipment business as planned;
    
    inadequate protection of our intellectual property rights; and
    
    impairment of our identifiable intangible assets and goodwill.
   - 2 -




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2. Corporate Structure
 Canada Business Corporations Act
  Subsidiaries
    
    Jurisdiction of IncorporationHydrogenics Test Systems Inc. (formerly Greenlight
Power Technologies, Inc.)
    
    CanadaHydrogenics Japan Inc.
    
    Ontario, CanadaHydrogenics USA, Inc.
    
    Delaware, U.S.A.Stuart Energy Systems Corporation (Stuart Energy)
    
    CanadaHydrogenics Europe N.V.
    
    BelgiumHydrogenics GmbH
    
    Germany
 - 3 -




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3. Description of Our Business
 Overview
    OnSite Generation
      - 4 -




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Power Systems
 de facto
   ®
 - 5 -




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Test Systems
   2007
    
    2006(in millions)
    
    (in millions)OnSite Generation
    
    $
    19.6
    
    
    $
    12.0Power Systems
    
    
    6.1
    
    
    
    7.0Test Systems(1)
    
    
    12.3
    
    
    
    11.1Total
    
    $
    38.0
    
    
    $
    30.1
 
 Note:(1)
    
    Test Systems revenues include $3.4 million for engineering services in 2006 and $3.5 million
for engineering services in 2007, primarily provided to General Motors. History
   - 6 -




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Industry Trends
   - 7 -




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Sustained high prices for oil and natural gas.
 Increased government legislation and programs worldwide promoting alternative energy sources
including hydrogen.
   th
  Increased awareness of the adverse impact of fossil fuels on our climate, environment and air
quality .
 - 8 -




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The need for industrialized economies to access alternative sources of energy to reduce their
dependency on fossil fuels.
   Our Strategy
  Corporate initiatives
 
    
    Pursue a diversified product portfolio linked to hydrogen.Our hydrogen products and
services span multiple product lines as well as geographic markets, insulating us from
unanticipated adoption rates in any market. Our experience in commissioning more than
1,600 hydrogen products worldwide facilitates customer acceptance and market penetration.
    
    Source components and subassemblies from cost effective jurisdictions.As our production
volumes increase and our manufacturing processes become more mature, we anticipate sourcing
components and subassemblies from more cost effective jurisdictions, particularly Asia.
    
    Utilize third parties in sales and marketing, research and product development
activities.We concentrate our sales and marketing and research and product development
initiatives in those areas we consider most important to our business. We rely on and
provide assistance to third parties who have specialized resources as they conduct research
and product development in areas such as membrane electrode assemblies, bi-polar plates and
various power conditioning components. Similarly, for sales and marketing we rely
extensively on OEM partners, such as
 - 9 -




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American Power Conversion Corp., using their
distribution channels and after-sale support to reduce our capital requirements.
    
    Continue investing in qualified personnel.We believe that the skills of our management
team and other personnel are important factors in our progress to date. We intend to
continue our efforts and to attract, motivate and retain personnel to support our growth
strategies.
 Business unit initiatives
 
    
    Our primary initiatives for the OnSite Generation business include: (i) increasing
further the gross margins of existing product lines by improving our procurement and
manufacturing processes; (ii) increasing further the reliability and durability of our
products to exceed expectations of our applications; (iii) reducing the cost of ownership
of our products through design and technology improvement; (iv) continuing to pursue
opportunities for customers to convert renewable energy such as wind and solar energy into
hydrogen; and (v) expanding further into ready markets such as Eastern Europe (including
Russia), Asia and the Middle East.
    
    Our primary initiatives for the Power Systems business include: (i) investing in market
and product development teams/initiatives to create demand in backup power and light
mobility markets, particularly Class 1 and 2 forklift trucks; (ii) investing in
manufacturing engineering activities that will enable us to increase our production
capacities; (iii) establishing agreements with a number of third parties to distribute our
products in targeted markets; and (iv) accelerating our research and product development
activities in the area of cost reduction.
    
    Our primary initiative for the Testing Systems business is to effect an orderly windup
of our fuel cell test products design, development and manufacturing business within the
next two years in accordance with our desire to focus our resources on the Onsite
Generation and Power Systems business units.
 Our Products and Services
 ® ®
 HySTAT Hydrogen Stations
   - 10 -




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3 3
 HyPM ® Fuel Cell Products
 ® ® ®
 
    
    HyPM® Fuel Cell Power Modules. Our HyPM® power module
runs on high purity hydrogen and produces DC power in standard outputs of 8, 12, 16 and 65
kW. This product is suitable for a wide range of stationary, mobile and portable power
applications. The HyPM® XR model is targeted at backup power applications and
the HyPM® HD model is targeted at mobility applications.
    
    HyPXTM Fuel Cell Power Pack. Our HyPXTM Power Pack
includes a standard HyPM® power module integrated with hydrogen storage tanks
and ultracapacitors, which provide higher power in short bursts. This product has the same
form, fit and function as large battery packs used in devices such as forklift trucks and
tow tractors.
    
    Integrated Fuel Cell Systems. Our integrated fuel cell systems are built around
our HyPM® power modules and are targeted to portable and stationary applications
including portable and auxiliary power units for military applications and direct current
or DC backup power system for cellular tower sites.
    
    Engineering Development Services. We also enter into engineering development
contracts with certain customers for new or custom products.
 Sales and Marketing
  Customers
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
    
    Military OEM.In December 2005, we entered into a multi-year joint cooperation
agreement with a military OEM. For reasons of confidentiality, we cannot disclose the name
of this OEM. In conjunction with the signing of the cooperation agreement, we were awarded
an $8 million contract for multiple units of fuel cell power systems based on our 500
series fuel cell stack technology.
    
    American Power Conversion Corp.In November 2004, we entered into a collaborative
development agreement with American Power Conversion Corp. (APC), a wholly owned
subsidiary of Schneider Electric (Euronext:SCHN) and we announced an order for 25 fuel cell
power modules to be incorporated into their backup power products for data centres. APC is
a leading global supplier of high availability systems for network-critical physical
infrastructure. Our HyPM® XR is a key component of APCs InfraStruXure product line. In
August 2006, we announced that it had entered into a supply agreement with APC to deliver
up to 500 fuel cell modules for backup power applications.
    
    Chevron.In May 2004, we executed a master services agreement with ChevronTexaco
Technology Ventures LLC and subsequently secured multiple work orders to integrate a fully
packaged hydrogen generator based on ChevronTexaco Technology Ventures proprietary
reformer technology. This agreement positions us in the emerging transportation market for
hydrogen with a world leading multinational corporation pursuing hydrogen business
opportunities.
    
    Leading Global Industrial Gas Companies.We have previously established preferred
supplier agreements with Air Liquide S.A., Air Products and Chemicals, Inc., and Linde
A.G., three of the leading global industrial gas companies. Typically, these agreements
provide that we will be the preferred supplier of onsite, electrolysis-based hydrogen
generators for industrial applications to the applicable industrial gas company. We
believe that these relationships represent valuable sales channels, while providing
validation of our technology from highly credible partners.
    
    General Motors.In October 2001, we entered into an agreement with General Motors to
accelerate the development of fuel cell technology. This agreement includes shared
intellectual property rights and joint efforts in fuel cell product development, engineering, prototyping,
testing, branding and marketing strategies. In connection with this agreement, we issued
General Motors approximately 11.4 million of our common shares, or approximately 21% of our
then outstanding common shares, and warrants to purchase approximately 2.5 million
additional shares. These warrants were subsequently cancelled in December 2005 (see
Interest of Management and Others in Material Transactions  Transactions with General
Motors).
 - 12 -




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Research and Product Development
   Canada Corporations Act Sustainable Development Technology Act
  
    
    OnSite Generation. Our research activities are focused on performance improvements of
our electrolyzer cell stacks. Our product development activities are focused on large scale
electrolyzers to store renewable or other zero-emission energy as hydrogen, thereby helping
to address the intermittency problem associated with most renewable energies, or to refuel
vehicles from locally-produced non-fossil sources. Our product development also focuses on
small scale PEM electrolyzers, which we believe will have greater demand due to their lower
cost and size in the small capacity range of <10 Nm3/h. Our larger-scale and
lower-scale product developments aim to make Hydrogenics the one-stop shop for all
on-site hydrogen generation needs.
    
    Power Systems.At the fuel cell stack, or component level, we are focused on testing,
adapting and integrating new materials, design concepts, manufacturing techniques, and on
cost reduction. At the module or product level, we are focused on cost reduction and on
meeting market specific requirements for durability and performance. Our product
development also focuses on size reduction, allowing the same power module to be deployed
in both mobile and stationary applications.
 Intellectual Property
  - 13 -




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Manufacturing
     Facilities
  
    
    Mississauga, Ontario, Canada.Our 96,000 square foot facility in Mississauga, Ontario
serves as our corporate headquarters and Power Systems manufacturing facility and is leased
until August 31, 2010. Principal activities at this facility include the manufacture and
assembly of our fuel cell power and research and product development for our fuel cell
power products, fuel cell testing services and our corporate activities.
    
    Oevel-Westerlo, Belgium.Our 21,445 square foot facility in Oevel-Westerlo, Belgium
serves as our manufacturing facility for our OnSite Generation business and is leased until
August 30, 2008.
 - 14 -




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Principal activities at this facility include the manufacture and
assembly of our hydrogen generation equipment, water electrolysis research and product
development as well as administrative functions related to our OnSite Generation business.
    
    Burnaby, British Columbia, Canada.Our 54,000 square foot facility in Burnaby, British
Columbia served as our manufacturing facility for our Test Systems business and is leased
until December 31, 2009. Principal activities at this facility included the manufacture and
assembly of our test products, test products research and product development as well as
administrative functions related to our Test Systems business. In November 2007, we
announced our decision to commence an orderly windup of our fuel cell test products and
design, development and manufacturing business. As a result, we expect to vacate this
facility during 2008.
    
    Gladbeck, Germany.Our Power Systems group maintains a 6,458 square foot facility in
Gladbeck, Germany, which is leased until November 2010. This facility is used to provide
fuel cell integration services for European customers and serves as our European office for
fuel cell activities of our Power Systems business.
    
    Tokyo, Japan.Our Test Systems division maintained a 1,200 square foot facility in
Tokyo, Japan. This facility was used as a sales and service office for both our Power and
Test Systems groups as well as a maintenance facility for our Test Systems business. As
result of our restructuring and streamlining initiatives, we cancelled our lease for our
Tokyo, Japan facility in January 2008.
    
    Shanghai, China.Our procurement group maintains a 100 square foot facility in Shanghai,
China. This facility is used for sourcing of products in China and other Asian countries.
   Human Resources
   - 15 -




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Legal Proceedings
  Competition
 OnSite Generation
  Power Systems
   Government Regulation
  - 16 -




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4. Description of Share Capital
    5. Dividends
  - 17 -




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6. Market For Securities
  TSX
    
    NASDAQ2007
    
    High (C$)
    
    Low (C$)
    
    Volume
    
    High ($)
    
    Low ($)
    
    VolumeJanuary
    
    
    1.54
    
    
    
    1.18
    
    
    
    1,975,990
    
    
    
    1.33
    
    
    
    1.00
    
    
    
    17,653,601February
    
    
    1.52
    
    
    
    1.20
    
    
    
    1,606,975
    
    
    
    1.33
    
    
    
    1.00
    
    
    
    14,519,877March
    
    
    1.39
    
    
    
    1.09
    
    
    
    1,449,706
    
    
    
    1.16
    
    
    
    0.94
    
    
    
    11,728,111April
    
    
    1.16
    
    
    
    0.94
    
    
    
    1,236,893
    
    
    
    0.99
    
    
    
    0.84
    
    
    
    9,546,304May
    
    
    1.19
    
    
    
    0.94
    
    
    
    1,389,716
    
    
    
    1.11
    
    
    
    0.85
    
    
    
    8,579,727June
    
    
    1.45
    
    
    
    1.06
    
    
    
    2,015,904
    
    
    
    1.36
    
    
    
    1.00
    
    
    
    6,926,589July
    
    
    1.73
    
    
    
    1.36
    
    
    
    1,940,532
    
    
    
    1.65
    
    
    
    1.30
    
    
    
    7,004,400August
    
    
    1.47
    
    
    
    1.15
    
    
    
    1,277,151
    
    
    
    1.41
    
    
    
    1.10
    
    
    
    4,138,951September
    
    
    1.42
    
    
    
    1.15
    
    
    
    1,161,530
    
    
    
    1.42
    
    
    
    1.10
    
    
    
    4,562,465October
    
    
    1.43
    
    
    
    1.11
    
    
    
    1,690,474
    
    
    
    1.42
    
    
    
    1.16
    
    
    
    6,684,562November
    
    
    1.30
    
    
    
    0.95
    
    
    
    1,482,611
    
    
    
    1.36
    
    
    
    0.91
    
    
    
    4,620,077December
    
    
    1.15
    
    
    
    0.90
    
    
    
    960,598
    
    
    
    1.11
    
    
    
    0.90
    
    
    
    4,380,793
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7. Directors and Officers
  Province or State and
    
    
    
    Director or ExecutiveName
    
    Country of Residence
    
    Title
    
    Officer SinceNorman M. Seagram(1)(2)(3)
    
    Ontario, Canada
    
    Chairman of our Board of Directors(4)
    
    
    2000Dr. Hugo Vandenborre(2)
    
    Kasterlee, Belgium
    
    Vice Chairman of our Board of Directors(4)
    
    
    2005Douglas Alexander(1)(3)
    
    Ontario, Canada
    
    Director(4)
    
    
    2006Mike Cardiff
    
    Ontario, Canada
    
    Director(4)
    
    
    2007Frank Colvin(3)
    
    Michigan, United States
    
    Director(4)
    
    
    2001V. James Sardo(1)(2)
    
    Ontario, Canada
    
    Director(4)
    
    
    2003William A. Szkodzinski
    
    Michigan, United States
    
    Director(4)
    
    
    2006Joseph Cargnelli
    
    Ontario, Canada
    
    Chief Technology Officer and Director(4)
    
    
    1996Daryl Wilson
    
    Ontario, Canada
    
    President and Chief Executive Officer(4)
    
    
    2006Lawrence E. Davis
    
    Ontario, Canada
    
    Chief Financial Officer
    
    
    2005Jennifer Barber
    
    Ontario, Canada
    
    Vice President, Finance and Corporate Controller
    
    
    2005Wido Westbroek
    
    Geel, Belgium
    
    Vice President and General Manager
    
    
    2006
 
 Notes:(1)
    
    Member of the Audit Committee.(2)
    
    Member of the Nomination and Corporate Governance Committee.(3)
    
    Member of the Human Resources and Compensation Committee.(4)
    
    Each director will hold office until the next annual meeting of shareholders to be held on
May 6, 2008, or until his successor is duly elected or appointed.  Norman M. Seagram
 Dr. Hugo Vandenborre
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Douglas Alexander
 Michael Cardiff, Director.
 Frank Colvin
 V. James Sardo
 - 20 -




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William A. Szkodzinski
 Joseph Cargnelli,
 Daryl Wilson,
 Lawrence E. Davis
 Jennifer Barber
 - 21 -




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Wido Westbroek,
 Auditor and Fees and Services
  Audit Fees
  Audit-Related Fees
  Tax Fees
 All Other Fees
  Audit Committee
   - 22 -




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8. Interest of Management and Others in Material Transactions
 Transactions with Viking Engineering & Tool Co.
  - 23 -




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Transactions with General Motors
    - 24 -




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9. Risk Factors
 An investment in our common shares involves risk. Investors should carefully consider the risks
described below and the other information contained in, and incorporated by reference in, this
annual information form, including managements discussion and analysis and our financial
statements for the year ended December 31, 2007, which is available on SEDAR at www.sedar.com . The risks described below are not the only ones we face. Additional risks
and uncertainties, including those that we do not know about now or that we currently deem
immaterial, may also adversely affect our business.
 Risk Factors Related to Our Financial Condition
 We may be unable to raise additional capital to pursue our commercialization plans and may be
forced to discontinue product development, reduce our sales and marketing efforts or forego
attractive business opportunities.
    We have a limited operating history, and because our mix of revenues in the recent past does not
reflect our current business strategy, it may be difficult to assess our business and future
prospects.
  - 25 -




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Because we expect to continue to incur net losses, we may not be able to implement our business
strategy, and the price of our common shares may decline.
   Our quarterly operating results are likely to fluctuate significantly and may fail to meet the
expectations of securities analysts and investors, and cause the price of our common shares to
decline.
   - 26 -




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Our ability to grow revenue and future prospects depend to a certain extent on our relationship
with General Motors and General Motors commitment to the commercialization of fuel cell markets.
 %
 
    
    alter its commitment to fuel cell technology in favour of competing technologies;
    
    delay its introduction of fuel cell products and vehicles; or
    
    increase the internal development of fuel cell products or purchase them from another
supplier.
  We currently depend upon a relatively limited number of customers for a majority of our revenues
and a decrease in revenue from these customers could materially adversely affect our business,
financial condition and results of operations.
  - 27 -




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Our operating results may be subject to currency fluctuation.
   Certain external factors may affect the value of identifiable intangible assets and goodwill, which
may require us to recognize an impairment charge.
  Our insurance may not be sufficient.
  Risk Factors Related to Our Business and Industry
 We will need to recruit, train and retain key management and other qualified personnel to
successfully expand our business.
  - 28 -




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Significant markets for fuel cell and other hydrogen energy products may never develop or may
develop more slowly than we anticipate, which would significantly harm our revenues and may cause
us to be unable to recover the losses we have incurred and expect to incur in the development of
our products.
  
    
    the emergence of more competitive technologies and products, including other
environmentally clean technologies and products that could render our products obsolete;
    
    the future cost of hydrogen and other fuels used by our fuel cell systems;
    
    the future cost of MEAs used in our fuel cell systems;
    
    the future cost of platinum, a key metal used in our fuel cell systems;
    
    the regulatory requirements of agencies, including the development of uniform codes and
standards for fuel cell products, hydrogen refueling infrastructure and other hydrogen
energy products;
    
    government support by way of legislation, tax incentives, policies or otherwise, of fuel
cell technology, hydrogen storage technology and hydrogen refueling technology;
    
    the manufacturing and supply costs for fuel cell components and systems;
    
    the perceptions of consumers regarding the safety of our products;
    
    the willingness of consumers to try new technologies;
    
    the continued development and improvement of existing power technologies; and
    
    the future cost of fuels used in existing technologies.
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Hydrogen may not be readily available on a cost-effective basis, in which case our fuel cell
products may be unable to compete with existing power sources, and our revenues and results of
operations would be materially adversely affected.
  Changes in government policies and regulations could hurt the market for our products.
    - 30 -




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The development of uniform codes and standards for hydrogen-powered vehicles and related hydrogen
refueling infrastructure may not develop in a timely fashion, if at all.
   We currently face and will continue to face significant competition from other developers and
manufacturers of fuel cell power products, hydrogen generation systems and test and diagnostic
equipment. If we are unable to compete successfully, we could experience a loss of market share,
reduced gross margins for our existing products and a failure to achieve acceptance of our proposed
products.
    - 31 -




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We face competition for fuel cell power products from developers and manufacturers of traditional
technologies and other alternative technologies.
   Our strategy for the sale of fuel cell power products depends upon developing partnerships with
governments and systems integrators, OEMs, suppliers and other market channel partners who will
incorporate our products into theirs.
  - 32 -




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We are dependent upon third party suppliers for key materials and components for our products. If
these suppliers become unable or unwilling to provide us with sufficient materials and components
on a timely and cost-effective basis, we may be unable to manufacture our products cost-effectively
or at all, and our revenues and gross margins would suffer.
  We may not be able to manage successfully the expansion of our operations.
  - 33 -




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If we do not properly manage foreign sales and operations, our business could suffer.
  We may acquire technologies or companies in the future, and these acquisitions could disrupt our
business and dilute our shareholders interests.
  
    
    diversion of managements attention from other business concerns;
    
    failure to effectively assimilate our acquired technology, employees or other assets
into our business;
    
    the loss of key employees from either our current business or the acquired business; and
    
    assumption of significant liabilities of the acquired company.
  We have no experience manufacturing our products on a large scale basis, and if we do not develop
adequate manufacturing processes and capabilities to do so in a timely manner, we will be unable to
achieve our growth and profitability objectives.
  - 34 -




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Risk Factors Related to Our Products and Technology
 We may never complete the development of commercially viable fuel cell power products and/or
commercially viable hydrogen generation systems for new hydrogen energy applications, and if we
fail to do so, we will not be able to meet our business and growth objectives.
  We must lower the cost of our fuel cell and hydrogen generation products and demonstrate their
reliability, or consumers will be unlikely to purchase our products and we will therefore not
generate sufficient revenues to achieve and sustain profitability.
  Any failures or delays in field tests of our products could negatively affect our customer
relationships and increase our manufacturing costs.
  - 35 -




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The components of our products may contain defects or errors that could negatively affect our
customer relationships and increase our development, service and warranty costs.
  Rapid technological advances or the adoption of new codes and standards could impair our ability to
deliver our products in a timely manner and, as a result, our revenues would suffer.
  We depend upon intellectual property and our failure to protect that intellectual property could
adversely affect our future growth and success.
  
    
    any of the United States, Canadian or other patents owned by us or third party patents
licensed to us will not be invalidated, circumvented, challenged, rendered unenforceable,
or licensed to others; or
    
    any of our pending or future patent applications will be issued with the breadth of
protection that we seek, if at all.
   - 36 -




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Our involvement in intellectual property litigation could negatively affect our business.
  
    
    pay substantial damages;
    
    cease the development, manufacture, use, sale or importation of products that infringe
upon such intellectual property rights;
    
    discontinue processes incorporating the infringing technology;
    
    expend significant resources to develop or acquire non-infringing intellectual property;
or
    
    obtain licences to the relevant intellectual property.
  - 37 -




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Our products use flammable fuels that are inherently dangerous substances and could subject us to
product liabilities.
  Risk Factors Related to Ownership of Our Common Shares
 We are currently not meeting the continued listing requirements of NASDAQ which may cause our
common shares to be delisted and result in reduced liquidity of our common shares, impact the
trading price of our shares, and impair our ability to raise financing.
   - 38 -




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If at any time we qualify as a passive foreign investment company under United States tax laws, our
shareholders may be subject to adverse tax consequences.
    A limited number of shareholders collectively own a significant portion of our common shares and
may act, or prevent corporate actions, to the detriment of other shareholders.
  Future sales of common shares by our principal shareholders could cause our share price to fall and
reduce the value of a shareholders investment.
  - 39 -




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Our articles of incorporation authorize us to issue an unlimited number of common and preferred
shares, and significant issuances of common or preferred shares could dilute the share ownership of
our shareholders, deter or delay a takeover of us that our shareholders may consider beneficial or
depress the trading price of our common shares.
  U.S. investors may not be able to enforce U.S. civil liability judgments against us or our
directors and officers.
    
    
    the U.S. court where the judgment was rendered had no jurisdiction according to
applicable Canadian law;
 - 40 -




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
    
    the judgment was subject to ordinary remedy (appeal, judicial review and any other
judicial proceeding which renders the judgment not final, conclusive or enforceable under
the laws of the applicable state) or was not final, conclusive or enforceable under the
laws of the applicable state;
    
    the judgment was obtained by fraud or in any manner contrary to natural justice or
rendered in contravention of fundamental principles of procedure;
    
    a dispute between the same parties based on the same subject matter has given rise to a
judgment rendered in a Canadian court or has been decided in a third country and the
judgment meets the necessary conditions for recognition in a Canadian court;
    
    the enforcement of the judgment of the U.S. court was inconsistent with public policy,
as the term is applied by the Canadian court;
    
    the judgment enforces obligations arising from foreign penal laws or laws that deal with
taxation or the taking of property by a foreign government; or
    
    there has not been compliance with applicable Canadian laws dealing with the limitation
of actions.
 Our share price is volatile and we may continue to experience significant share price and volume
fluctuations.
  
    
    performance of other companies in the fuel cell or alternative energy business;
    
    news announcements, securities analysts reports and recommendations and other
developments with respect to our industry or our competitors; or
    
    changes in general economic conditions.
 As at March 1, 2008 there were 6,932,303 options to purchase our common shares. If these
securities are exercised, our shareholders will incur substantial dilution.
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10.
    
    TRANSFER AGENTS AND REGISTRARS
  11.
    
    MATERIAL CONTRACTS
  12.
    
    INTERESTS OF EXPERTS
   13.
    
    ADDITIONAL INFORMATION
  www.sedar.com www.sec.gov
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APPENDIX A
AUDIT COMMITTEE CHARTER
 A.
    
    Purpose
  B.
    
    Committee Membership
   C.
    
    Committee Authority and Responsibilities




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
    
    Review and discuss with management and the public accountants the Companys annual
audited consolidated financial statements, including disclosures made in Managements
Discussion and Analysis of Financial Condition and Results of Operations and recommend to
the Board whether the audited consolidated financial statements should be included in the
Companys annual report.
    
    Review and discuss with management and the public accountants the Companys quarterly
financial statements, including disclosures made under Managements Discussion and
Analysis of Financial Condition and Results of Operations or similar disclosures, prior to
the filing of its quarterly report.
    
    Review and discuss with management and the public accountants the financial information
and financial statements contained in any prospectus, registration statement, annual
information form, circular or other material disclosure document of the Company, in each
case prior to the filing of such documents.
    
    Review and discuss with management and the public accountants, as applicable, (a) major
issues regarding accounting principles and consolidated financial statement presentations,
including any significant changes in the Companys selection or application of accounting
principles, and major issues as to the adequacy of the Companys internal controls and any
special audit steps adopted in light of material control deficiencies; (b) analyses
prepared by management or the public accountants setting forth significant financial
reporting issues and judgments made in connection with the preparation of the financial
statements, including analyses of the effects of alternative GAAP methods on the
consolidated financial statements; (c) any management letter provided by the public
accountants and the Companys response to that letter; (d) any problems, difficulties or
differences encountered in the course of the audit work, including any disagreements with
management or restrictions on the scope of the public accountants activities or on access
to requested information and managements response thereto; (e) the effect of regulatory and
accounting initiatives, as well as off-balance sheet structures, on the consolidated
financial statements of the Company; and (f) earnings press releases, as well as financial
information and earnings guidance (generally or on a case-by-case basis) provided to
analysts and rating agencies.
    
    Discuss with management the Companys major financial risk exposures and the steps
management has taken to monitor and control such exposures, including the Companys risk
assessment and risk management policies.
    
    Obtain and review a report from the public accountants at least annually regarding: (a)
the registered public accountants internal quality control procedures; (b) any material
issues raised by the most recent quality control review, or peer review, of the firm; or by
any inquiry or investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried out by the firm;,
(c) any steps taken to deal with any such issues; and (d) all relationships between the
public accountants and the Company.
    
    Evaluate the qualifications, performance and independence of the public accountants,
including a review and evaluation of the lead partner of the registered public accountants
and taking into account the opinions of management.
    
    Ensure that the lead audit partner of the public accountants and the audit partner
responsible for reviewing the audit are rotated at least every five years as required by
the Sarbanes-Oxley Act of 2002.
    
    Discuss with management and the public accountants any accounting adjustments that were
noted or proposed by the registered public accountants but were passed (as immaterial or
otherwise).
    
    Establish procedures for: (a) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or auditing
matters; and (b) the confidential, anonymous
 A- 2




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submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.
 
    
    Review disclosures made by the Companys principal executive officer or officers and
principal financial officer or officers regarding compliance with their certification
obligations as required under the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder, including the Companys disclosure controls and procedures and internal
controls for financial reporting and evaluations thereof.
    
    Review with management and approve the Companys investment policies for its securities
portfolio and review the portfolio management performance.
    
    Review the performances of the Chief Financial Officer and other senior executives
involved in the financial reporting process, review financial and accounting personnel
succession planning within the Company and, where possible, consult on the appointment of,
or departure of, individuals occupying these positions.
 D.
    
    Limitations of Audit Committees Roles
  A- 3