INDEPENDENT AUDITOR’S REPORT We have audited the accompanying consolidated financial statements of Capstone Infrastructure Corporation and its subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2013, December 31, 2012 and January 1, 2012 and the  consolidated statements of changes in shareholders' equity, income, comprehensive income and cash flows for the years ended December 31, 2013 and December 31, 2012, and the related notes, which comprise a summary of significant accounting policies and other  explanatory information. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation  of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in  accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial  statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of  the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures  that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal  control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates  made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Capstone Infrastructure  Corporation and its subsidiaries as at December 31, 2013, December 31, 2012 and January 1, 2012 and their financial performance and  their cash flows for the years ended December 31, 2013 and December 31, 2012 in accordance with International Financial Reporting  Standards. Opinion Auditor's responsibility Management's responsibility for the consolidated financial statements To the Shareholders of Capstone Infrastructure Corporation Chartered Professional Accountants, Licensed Public Accountants Toronto,Canada March 6, 2014 52 CAPSTONE INFRASTRUCTURE CORPORATION