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MERRILL CORPORATION FALVARE// 2-NOV-12 10:00 DISK105:[12ZCI1.12ZCI17101]BE17101A.;75mrll 1111.fmt Free:18DM/0D Foot:0D/0D VJ RSeq: 2 Clr: 0DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 64 C Cs: 4140(continued from cover)(2)(3)(4)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.After deducting the Underwriters’ fee but before deducting expenses of the Offering, estimated at approximately C 4.5 million, which,together with the Underwriters’ fee, will be paid by the Trust from the proceeds of the Offering.The Underwriters have been granted an over-allotment option (the ‘‘Over-Allotment Option’’) by the Trust, exercisable in whole or inpart, from time to time, for a period of 30 days from closing of the Offering to purchase up to 1,500,000 additional Units on the sameterms as the Units sold under the Offering, to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, the totalPrice to Public, Underwriters’ Fee and Net Proceeds to the Trust in respect of the Offering will be C 115.0 million, C 6.9 million andC 108.1 million, respectively. This prospectus qualifies the grant of the Over-Allotment Option and the distribution of the additionalUnits 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 ultimatelyfilled through the exercise of the Over-Allotment Option or secondary market purchases. See ‘‘Plan of Distribution’’. The net proceedsto be received by the Trust pursuant to the exercise of the Over-Allotment Option are expected to be provided to US Holdco in thesame manner as the net proceeds from the Offering, and used by US Holdco to purchase additional Membership Units in theCompany. See ‘‘Use of Proceeds’’.In connection with the Offering, the Underwriters may over-allocate or effect transactions that stabilize the market price of the Units atlevels other than those which otherwise might prevail on the open market. The Underwriters may offer the Units at a price lower than thatstated above. Any such reduction in price will not affect the proceeds received by the Trust. See ‘‘Plan of Distribution’’.The following table sets out the number of Units that may be issuable under the Offering pursuant to the Over-Allotment Option.Underwriters’ PositionOver-Allotment OptionMaximum Numberof Units AvailableOption to acquire up to1,500,000 additional UnitsExercise PeriodExercise PriceWithin 30 daysfollowing the closing of theOfferingC 10.00 per UnitThe Underwriters, as principals, conditionally offer the Units qualified under this prospectus, subject to prior sale, if, as and when issued,sold and delivered by the Trust to, and accepted by, the Underwriters in accordance with the conditions contained in the UnderwritingAgreement referred to under ‘‘Plan of Distribution’’ and subject to the approval of certain Canadian legal matters on behalf of the Trust byBennett Jones LLP and certain United States legal matters on behalf of the Trust by Haynes and Boone, LLP and certain Canadian andUnited States legal matters on behalf of the Underwriters by Torys LLP. This prospectus does not qualify any Units sold under the Offeringwithin the United States.In connection with the purchase of the Company Interest from the Company, Chardan Capital Markets, LLC and certain of its principals andemployees will indirectly receive a portion of the proceeds of the Offering. In addition, in connection with the exercise of the Over-AllotmentOption, Chardan Capital Markets, LLC and certain of its principals and employees, and an affiliate of Macquarie Capital MarketsCanada Ltd., may indirectly receive a portion of the proceeds of the Offering. Accordingly, in connection with the Offering, the Trust may beconsidered to be a ‘‘connected issuer’’ of Chardan Capital Markets, LLC and Macquarie Capital Markets Canada Ltd. See ‘‘Funding andAcquisition of the Company Interest — Acquisition of Company Interest — Purchase Agreement’’ and ‘‘Relationship Between the Trust andCertain of the Underwriters.’’Subscriptions for Units comprising the Offering will be received subject to rejection or allotment, in whole or in part, and the Underwritersreserve the right to close the subscription books at any time without notice. The closing of the Offering is expected to occur on or aboutNovember 13, 2012 or such other date as the parties to the Underwriting Agreement may agree, but in any event not later thanDecember 14, 2012 (the ‘‘Closing Date’’).The Offering will be conducted under the book-entry-only system. A purchaser of Units will receive only a customer confirmation from theregistered dealer from or through which Units are purchased and who is a CDS Clearing and Depositary Services Inc. (‘‘CDS’’) depositaryservice participant. CDS will record the CDS participants who hold Units on behalf of the owners who have purchased Units in accordancewith the book-entry-only system.A return on an investment in the Units is not comparable to the return on an investment in a fixed-income security. The recovery byUnitholders of their initial investment is at risk, and the anticipated return on that investment is based on many performance assumptions.Although the Trust intends to make monthly distributions to Unitholders of a portion of its available cash, those cash distributions may bereduced or suspended. The actual amount distributed will depend on numerous factors, including: (i) the operational and financialperformance of the Trust and its subsidiaries; (ii) the amount of cash required or retained for any debt service or repayment; (iii) the amountof cash required to fund marketing activities, acquisitions, capital expenditures and working capital requirements; and (iv) foreign currencyexchange rates. In addition, the market value of the Units may decline if the Trust is unable to meet its cash distribution targets in the future,and that decline may be significant. See ‘‘Risk Factors’’.Purchasers of Units should consider the particular risk factors that may affect the industry in which they are investing and, therefore, thestability of the distributions that Unitholders receive. See, for example, ‘‘Risks Relating to the Business and Operations of the Trust and theTrust Subsidiaries’’ under the section ‘‘Risk Factors’’. That section also describes the Trust’s assessment of those risk factors, as well as thepotential consequences to a Unitholder if a risk should occur.The after-tax return from an investment in Units to Unitholders who are subject to Canadian income tax may consist of both a return oninvestment and a return of capital. That composition may change over time, thus affecting the after-tax return to Unitholders. Returns oninvestment are generally taxed as ordinary income in the hands of a Unitholder who is resident in Canada for purposes of the Tax Act.Returns of capital are generally tax-deferred for a Unitholder who is resident in Canada for purposes of the Tax Act and reduce theUnitholder’s adjusted cost base in the Unit for purposes of the Tax Act. The Unitholder tax considerations discussed in this prospectus onlyapply to Unitholders who are resident in Canada for purposes of the Tax Act. See ‘‘Principal Canadian Federal Income Tax Considerations’’.The Company is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction and resides outside of Canada.Although the Company has appointed Bennett Jones LLP, 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4, as its agent forservice of process in Ontario it may not be possible for investors to enforce judgments obtained in Canada against the Company.Crius Energy ProspectusProj: P19071TOR12 Job: 12ZCI17101 (12-19071-1)Page Dim: 8.250 X 10.750 Copy Dim: 40. X 57.File: BE17101A.;75Color1: Red 032 U

MERRILL CORPORATION WPALMA// 2-NOV-12 11:42 DISK105:[12ZCI1.12ZCI17101]BG17101A.;39mrll 1111.fmt Free:1840DM/0D Foot:0D/0D VJ JC4:2Seq: 1 Clr: 0DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 64 C Cs: 49800TABLE OF CONTENTSPagePageNOTICE TO INVESTORS . . . . . . . . . . . . .1DESCRIPTION OF THE COMPANY . . . . .158ELIGIBILITY FOR INVESTMENT . . . . . .2DESCRIPTION OF PUBLIC POWER . . . .159FORWARD-LOOKING STATEMENTS . . .2DESCRIPTION OF REGIONAL ENERGY159NON-IFRS FINANCIAL MEASURES . . . .5PLAN OF DISTRIBUTION . . . . . . . . . . . .159MARKET AND INDUSTRY DATA . . . . . .5EXCHANGE RATE DATA . . . . . . . . . . . . .5PROSPECTUS SUMMARY . . . . . . . . . . . .6RELATIONSHIP BETWEEN THE TRUSTAND CERTAIN OF THEUNDERWRITERS . . . . . . . . . . . . . . . . .163THE TRUST . . . . . . . . . . . . . . . . . . . . . . .31PRINCIPAL SECURITYHOLDERS . . . . . .164THE COMPANY . . . . . . . . . . . . . . . . . . . .32PRIOR SALES . . . . . . . . . . . . . . . . . . . . . .164INDUSTRY OVERVIEW . . . . . . . . . . . . . .33OUR BUSINESS . . . . . . . . . . . . . . . . . . . .43FIDUCIARY RESPONSIBILITY OF THEADMINISTRATOR . . . . . . . . . . . . . . . . .164USE OF PROCEEDS . . . . . . . . . . . . . . . . .64PROMOTER . . . . . . . . . . . . . . . . . . . . . . .164STRUCTURE FOLLOWING CLOSING . . .65FUNDING AND ACQUISITION OF THECOMPANY INTEREST . . . . . . . . . . . . .INTEREST OF MANAGEMENT ANDOTHERS IN MATERIALTRANSACTIONS . . . . . . . . . . . . . . . . . .16466CONSOLIDATED CAPITALIZATION . . . .81PRINCIPAL CANADIAN FEDERALINCOME TAX CONSIDERATIONS . . . .165SELECTED PRO FORMA FINANCIALINFORMATION OF THE TRUST . . . . .82U.S. FEDERAL INCOME TAXATION OFTHE TRUST, CDN HOLDCO, USHOLDCO AND THE COMMERCIALTRUST . . . . . . . . . . . . . . . . . . . . . . . . . .170RISK FACTORS . . . . . . . . . . . . . . . . . . . . .177LEGAL PROCEEDINGS ANDREGULATORY ACTIONS . . . . . . . . . . .197MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS — REGIONAL ENERGY87MANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIALCONDITION AND RESULTS OFOPERATIONS — PUBLIC POWER . . . .106AUDITORS, TRANSFER AGENT ANDREGISTRAR . . . . . . . . . . . . . . . . . . . . .197SUMMARY OF DISTRIBUTABLE CASH .121EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . .197TRUSTEE, DIRECTORS ANDMANAGEMENT . . . . . . . . . . . . . . . . . .124MATERIAL CONTRACTS . . . . . . . . . . . . .198CORPORATE GOVERNANCE . . . . . . . . .129RIGHTS OF WITHDRAWAL ANDRESCISSION . . . . . . . . . . . . . . . . . . . . .198ADMINISTRATION AGREEMENT . . . . . .132GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . .199VOTING AGREEMENT . . . . . . . . . . . . . .135EXECUTIVE COMPENSATION . . . . . . . .135APPENDIX A: AUDIT AND RISKCOMMITTEE CHARTER . . . . . . . . . . . .A-1RESTRICTED TRUST UNIT PLAN . . . . .141APPENDIX B: BOARD CHARTER . . . . . .B-1DESCRIPTION OF THE TRUST . . . . . . . .144INDEX TO FINANCIAL STATEMENTS . .F-1DESCRIPTION OF THE COMMERCIALTRUST . . . . . . . . . . . . . . . . . . . . . . . . . .155CERTIFICATE OF THE TRUST ANDTHE PROMOTER . . . . . . . . . . . . . . . . .C-1DESCRIPTION OF CDN HOLDCO . . . . . .156DESCRIPTION OF US HOLDCO . . . . . . .156CERTIFICATE OF THEUNDERWRITERS . . . . . . . . . . . . . . . . .C-2Crius Energy ProspectusProj: P19071TOR12 Job: 12ZCI17101 (12-19071-1)Page Dim: 8.250 X 10.750 Copy Dim: 40. X 57.File: BG17101A.;39Color1: Red 032 U

MERRILL CORPORATION BHOLLIN// 2-NOV-12 11:15 DISK105:[12ZCI1.12ZCI17101]BI17101A.;45mrll 1111.fmt Free:60D*/120D Foot:0D/0D VJ RSeq: 1 Clr: 0DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 64 C Cs: 25881NOTICE TO INVESTORSThe disclosure in this prospectus, unless the context otherwise indicates or requires, assumes that theCompany Interest Acquisition has been completed and the Trust has acquired the Company Interest in theCompany. Unless the context otherwise indicates or requires, the term the ‘‘Crius Group’’, refers collectively tothe Administrator, the Trust and the Trust Subsidiaries, the Company and the Company’s direct and indirectsubsidiaries, including Regional Energy and Public Power. The terms ‘‘Company’’, ‘‘we’’, ‘‘us’’ and ‘‘our’’ refer tothe business of Regional Energy Holdings, Inc. (‘‘Regional Energy’’) and its consolidated subsidiaries and PublicPower, LLC (‘‘Public Power’’) and its consolidated subsidiaries, when referring to events or transactions thatoccurred prior to the acquisition of Regional Energy and Public Power by Crius Energy, LLC pursuant to theExchange Agreement (defined herein) (the ‘‘Combination’’), and refer to Crius Energy, LLC and itsconsolidated subsidiaries (including Regional Energy and Public Power), when referring to transactions thatoccurred or will occur after the Combination. Public Power & Utility, Inc. (‘‘Public Power & Utility’’), apredecessor of Public Power that is included in the Public Power financial statements, will not be acquired aspart of the Combination and will not be owned by the Company subsequent to the completion of the Offering.As at June 30, 2012, Public Power & Utility had no assets, liabilities or operations. References to ‘‘management’’in this prospectus mean the executive officers of the Administrator, US Holdco and the Company, as applicable.Any statements in this prospectus made by or on behalf of management are made in such persons’ capacities asofficers of the Administrator, US Holdco and the Company, as applicable, and not in their personal capacities.A Unitholder should rely only on the information contained in this prospectus and should not rely on someparts of this prospectus to the exclusion of others. The Trust and the Underwriters have not authorized anyoneto provide investors with additional or different information. The Trust and the Underwriters are not offering tosell the Units in any jurisdictions where an offer or sale is not permitted. The information contained in thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectusor any sale of the Units. The Trust’s business, financial condition, results of operations and prospects may havechanged since the date of this prospectus.For investors outside of Canada, neither the Trust nor any of the Underwriters have done anything thatwould permit the Offering or possession or distribution of this prospectus in any jurisdiction where action forthat purpose is required, other than in Canada. Investors are required to inform themselves about, and toobserve any restrictions relating to, the Offering and the distribution of this prospectus.Unless the context otherwise requires, the disclosure contained in this prospectus assumes that: (i) the stepsdescribed under ‘‘Funding and Acquisition of the Company Interest’’ have been completed and that, as a result,US Holdco holds the Company Interest; and (ii) the Over-Allotment Option has not been exercised. For anexplanation of certain terms and abbreviations used in this prospectus and not otherwise defined, reference ismade to the ‘‘Glossary’’.In this prospectus, unless otherwise indicated, all dollar amounts are expressed in United States dollars.References to ‘‘C ’’ are to Canadian dollars and references to ‘‘ ’’, ‘‘US ’’ or ‘‘U.S. dollars’’ are toUnited States dollars.Unless otherwise stated, references to ‘‘customers’’ in this prospectus are to residential customerequivalents, or ‘‘RCEs’’, which means a unit of consumption per annum equivalent to (i) 10 MWh (or10,000 KWh) in the case of the electricity and (ii) 2,815 m3 (or 100 Mmbtu) in the case of natural gas. We haveestimated the number of residential customer equivalents in accordance with industry convention based oninformation available regarding customers and their historical usage.Unless otherwise stated, references to ‘‘energy’’ in this prospectus are to electricity and natural gas andexclude heating oil, propane, and other residential alternatives.Certain financial information included in the prospectus for the twelve months ended June 30, 2012 hasbeen prepared by combining the financial results of Regional Energy and Public Power for that period. Inaddition, the unaudited pro forma consolidated financial statements of the Trust are based on managementassumptions and adjustments which are inherently subjective. The unaudited pro forma consolidated financialstatements may not be indicative of the financial position and results of operations that would have occurred ifthe transactions had taken place on the dates indicated or of the financial position or operating results which1Crius Energy ProspectusProj: P19071TOR12 Job: 12ZCI17101 (12-19071-1)Page Dim: 8.250 X 10.750 Copy Dim: 40. X 57.File: BI17101A.;45Color1: Red 032 U

MERRILL CORPORATION BHOLLIN// 2-NOV-12 11:15 DISK105:[12ZCI1.12ZCI17101]BI17101A.;45mrll 1111.fmt Free:25D*/295D Foot:0D/0D VJ RSeq: 2 Clr: 0DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 64 C Cs: 14319may be obtained in the future. The unaudited pro forma consolidated financial statements are not a forecast orprojection of future results. The actual financial position and results of operations of the Trust for any periodfollowing the closing of the transactions contemplated by this prospectus will likely vary from the amounts setforth in the unaudited pro forma consolidated financial statements and such variation may be material.ELIGIBILITY FOR INVESTMENTIn the opinion of Bennett Jones LLP, counsel to the Trust, and Torys LLP, counsel to the Underwriters,based on the current provisions of the Tax Act and the regulations thereunder, provided that the Trust qualifiesat all times as a mutual fund trust (as defined in the Tax Act) or the Units are then listed on a designated stockexchange (which currently includes the TSX), the Units will be a qualified investment under the Tax Act fortrusts governed by a registered retirement savings plan (‘‘RRSP’’), registered retirement income fund (‘‘RRIF’’),registered education savings plan, deferred profit sharing plan, registered disability savings plan or tax-freesavings account (‘‘TFSA’’), all as defined in the Tax Act.Notwithstanding that the Units may be qualified investments for a trust governed by a RRSP, RRIF orTFSA, the annuitant under a RRSP or RRIF or holder of a TFSA that holds Units will be subject to a penaltytax if the Units constitute a ‘‘prohibited investment’’ (as defined in the Tax Act) for the trust. The Units will notbe a ‘‘prohibited investment’’ for a trust governed by a RRSP, RRIF or TFSA provided the annuitant of theRRSP or RRIF or holder of the TFSA, as the case may be, deals at arm’s length with the Trust for purposes ofthe Tax Act and does not have a ‘‘significant interest’’ (as defined in the Tax Act) in the Trust or in a corporation,partnership or trust with which the Trust does not deal at arm’s length for purposes of the Tax Act. TheDepartment of Finance indicated in a letter that it would recommend amendments to the Tax Act that wouldnarrow the scope of the ‘‘prohibited investment’’ rules; however, no draft legislation has been released as of thedate hereof. Holders of a TFSA and annuitants under a RRSP or RRIF should consult their own tax advisors asto whether the Units will be a ‘‘prohibited investment’’ in their particular circumstances.FORWARD-LOOKING STATEMENTSCertain statements contained in this prospectus constitute forward-looking statements and forward-lookinginformation (collectively, ‘‘Forward-Looking Statements’’) and the Trust cautions investors in the Units aboutimportant factors that could cause the Trust’s actual results to differ materially from those projected in anyforward-looking statements included in this prospectus. Any statements that express, or involve discussions as to,expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always,through the use of words or phrases such as ‘‘will likely result’’, ‘‘are expected to’’, ‘‘expects’’, ‘‘will continue’’, ‘‘isanticipated’’, ‘‘anticipates’’, ‘‘believes’’, ‘‘estimated’’, ‘‘intends’’, ‘‘plans’’, ‘‘forecast’’, ‘‘projection’’ and ‘‘outlook’’)are not historical facts and may be forward-looking statements and may involve estimates, assumptions anduncertainties which could cause actual results or outcomes to differ materially from those expressed in suchforward-looking statements. No assurance can be given that these expectations will prove to be correct and suchforward-looking statements included in this prospectus should not be unduly relied upon. These statementsspeak only as of the date of this prospectus. In addition, this prospectus may contain forward-looking statementsattributed to third party industry sources. Accordingly, any such statements are qualified in their entirety byreference to, and are accompanied by, the information and factors discussed throughout this prospectus.In particular and without limitation, this prospectus contains forward-looking statements pertaining tothe following: projections of the wholesale prices of electricity and natural gas; supply and demand fundamentals for electricity and natural gas; expectations regarding the ability to raise capital and grow through acquisitions; realization of anticipated benefits of the Combination; growth strategy and opportunities; treatment under governmental regulatory regimes and tax laws; capital expenditure programs;2Crius Energy ProspectusProj: P19071TOR12 Job: 12ZCI17101 (12-19071-1)Page Dim: 8.250 X 10.750 Copy Dim: 40. X 57.File: BI17101A.;45Color1: Red 032 U

MERRILL CORPORATION BHOLLIN// 2-NOV-12 11:15 DISK105:[12ZCI1.12ZCI17101]BI17101A.;45mrll 1111.fmt Free:40D*/175D Foot:0D/0D VJ RSeq: 3 Clr: 0DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;102 64 C Cs: 7520 plans for, and results of, a risk management program to manage credit, commodity, foreign exchange andliquidity exposure; anticipated operating expenses; anticipated benefits of our marketing channels; status of the Trust as a ‘‘mutual fund trust’’ and not as a ‘‘SIFT trust’’, for the purposes of the Tax Act, andthe taxability of the Trust and its subsidiaries; estimates of the distributable cash of the Trust, including assumptions regarding the revenue and expenseitems relating thereto; the payment and stability of cash distributions by the Trust, including timing of payment of the initial cashdistribution, and the payments made among the Trust’s subsidiaries and to the Trust; the taxability of distributions received by Canadian resident Unitholders; the impact of Canadian and U.S. federal income taxation on the availability of cash for distribution bythe Trust; access to credit facilities and related borrowing base capacity;

Crius Energy Prospectus Proj: P19071TOR12 Job: 12ZCI17101 (12-19071-1) Color1: Red 032 U Page Dim: 8.250 X 10.750 Copy Dim: 40. X 57. File: BE17101A.;75 . Price to Public, Underwriters' Fee and Net Proceeds to the Trust in respect of the Offering will be C 115.0 million, C 6.9 million and