MATERIAL CHANGE REPORT
ITEM 1 NAME AND ADDRESS OF COMPANY
Algonquin Power Income Fund (the "Fund")
2845 Bristol Circle
ITEM 2 DATE OF MATERIAL CHANGE
June 30, 2006
ITEM 3 NEWS RELEASE
A news release in respect of the material change was issued on June 30, 2006
through Canada Newswire. A copy of the Fund's June 30, 2006 news release is
attached as Schedule "A".
ITEM 4 SUMMARY OF MATERIAL CHANGE
The Fund announced that all of the terms and conditions of the offer dated May
15, 2006 made by Algonquin (AirSource) Power LP to purchase all of the
outstanding units of AirSource Power Fund I LP have been satisfied.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
The press release attached as Schedule "A", issued on June 30, 2006, contains a
full description of the material change.
ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
ITEM 7 OMITTED INFORMATION
ITEM 8 EXECUTIVE OFFICER
Further information can be obtained from Peter Kampian, Chief Financial Officer
of the Fund, at 905-465-4500.
ITEM 9 DATE OF REPORT
July 4, 2006
ALGONQUIN POWER INCOME FUND ANNOUNCES RESULTS OF TAKE-OVER BID FOR UNITS
OF AIRSOURCE POWER FUND I LP
OAKVILLE, ONTARIO- JUNE 30, 2006 - Algonquin Power Income Fund ("Algonquin")
announced today that all of the terms and conditions of the offer ("Offer")
dated May 15, 2006 made by Algonquin (AirSource) Power LP (the "Offeror") to
purchase all of the outstanding units ("Units") of AirSource Power Fund I LP
("AirSource") have been satisfied. All of the non-exchangeable units of the
Offeror are owned indirectly by Algonquin and the general partner of the Offeror
is owned by Algonquin Power Management Inc., the manager of Alg