Communiqués de presse

First Asset Renewable Power Flow-Through LPs to Merge Into First Asset PowerGen Fund

TORONTO, March 25, 2008 - First Asset is pleased to announce that First Asset Renewable Power Flow-Through Limited Partnership, First Asset Renewable Power Flow-Through LP II, First Asset Renewable Power Flow-Through LP III and First Asset Renewable Power Flow-Through LP IV (collectively, the "Partnerships"; each a "Partnership") will merge into First Asset PowerGen Fund ("PowerGen") (TSX: PGT.UN) on or about April 15, 2008.

Pursuant to this transaction, the assets and liabilities of the Partnerships will be exchanged for units of PowerGen at an exchange ratio based on the relative net asset values as at the time of the transaction. Limited Partners of the Partnerships will become unitholders of PowerGen without taking any further action. The costs incurred in connection with the transaction will be borne by First Asset.

In addition to receiving regular tax efficient income, limited partners of the Partnership will benefit from the larger market capitalization, administrative cost savings, lower management fees, improved liquidity and the opportunity for tax free growth in the value of their investment.

About First Asset PowerGen Fund

PowerGen's investment objectives are to provide Unitholders with monthly cash distributions and the opportunity for capital appreciation. PowerGen is actively managed and provides exposure to power generation and related energy infrastructure assets.

Tax Efficient Income

As at December 31, 2007, PowerGen had approximately $47.4 million of capital loss carry forwards and $30.4 million of non-capital loss carry forwards. PowerGen anticipates that all distributions will be returns of capital until all the non-capital loss carry forwards and other available expenses of PowerGen are fully utilized or expire. In addition, realized capital gains of PowerGen will be offset by PowerGen's capital loss carryforwards to facilitate tax-free growth. PowerGen's current yield is approximately 9.5%.

Upcoming PowerGen Unitholder Meeting

At a special meeting to be held on May 28, 2008 (adjourned meeting, if required June 10, 2008) Unitholders will be asked to consider and approve amendments to the Trust Agreement of PowerGen that would result in:

  1. The addition of an annual redemption feature at net asset value less a 3% fee payable to the Manager commencing in January, 2009;
  2. The ability to employ leverage up to a maximum of 25% of its total assets; and
  3. An expanded scope of permitted investments that would include all forms of public and private power and energy related investments.

Unitholders of record on April 22, 2008 (which may include the former limited partners of the Partnerships) will be entitled to receive notice of and vote at the meeting. A copy of the Notice and Management Information Circular which details the matters to be considered at the meetings will also be available on www.sedar.com shortly. The results of the special meeting will be announced as soon as they become available.

About the Partnerships

The following chart shows the Net Asset Value ("NAV"), Adjusted Cost Base ("ACB"), Money at Risk and Percentage Return on Money at Risk, in each case, per unit and as at March 20, 2008, for Limited Partners who purchased units at the initial public offering and have not otherwise disposed of or transferred their units.


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                 NAV/Unit     ACB/Unit     Money at Risk(i)     % Return(ii)
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Partnership I       $9.17      $2.2625               $5.32               72%
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Partnership II      $8.39      $0.3185               $5.46               54%
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Partnership III     $8.53      $0.6372               $5.62               52%
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Partnership IV      $9.53      $9.6927               $7.93               20%
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(i) "Money at Risk" is equal to the $10 issue price less any net tax 
    benefits assuming a 46.4% marginal tax rate.
(ii)"Percentage (%) Return" is equal to the difference between Money at 
    Risk and NAV, divided by Money at Risk

The Partnerships will realize capital gains on the transfer of the Partnerships' assets to PowerGen. Such capital gains will be allocated to the Limited Partners in addition to any other income of the Partnerships in 2008 to the date of the merger. Such allocations to the Limited Partners will increase the adjusted cost base of the Limited Partners' units in the Partnerships. The unamortized issue expenses of the Partnerships will be available for deduction by Limited Partners for their 2008 and subsequent taxation years. Limited Partners will be provided with the necessary information with respect to the allocations of gains and income and available deductions for unamortized issue expenses at a later date. Limited Partners should consult their tax advisors with respect to their specific situations.

Independent Review Committee

The merger was referred to the Independent Review Committee ("IRC") of the Partnerships and the Fund. In each case, the IRC was of the opinion, after reasonable inquiry, that the merger achieves a fair and reasonable result for the Fund and the Partnerships.

For more information, please call Paul Dinelle (Executive Vice-President) at (416) 642-1289 or (877) 642-1289.