---

•

the merger (the “Merger”) with Fuel Systems Solutions, Inc. (“Fuel Systems”), including, but not limited to: the terms of the Merger; the timing and anticipated receipt of required shareholder approvals for the Merger; the ability of each of the Company and Fuel Systems to satisfy the conditions to, and to complete, the Merger; the anticipated timing of completion of the Merger; and the anticipated members of our management and board of directors following completion of the Merger;

•	our financing agreement with Cartesian Capital Group;

•	the future demand for Cummins Westport Inc. (“CWI”) products and Company products;

•	increasing penetration within our existing markets and expansion of those markets geographically;

•	continuing growth in the transportation sector and in the natural gas engine market;

•	the timing of and our ability to successfully launch new technology initiatives, including in light-, medium-, and heavy-duty markets;

•	our ability to exploit and protect our intellectual property;

•	our capital expenditure and investment programs;

•	the future desirability and use of natural gas as an alternative fuel;

•	commodity prices and the fuel price differential between natural gas and diesel;

•	ongoing relationships between us and our business and partners and the results of our development programs with such partners;

•	our ability to continue to compete with our competitors and their technologies;

•	the capital and operating costs of vehicles using our technologies relative to alternative technologies;

•	profit margins and production costs of engines incorporating our technologies;

•	the further development of infrastructure supporting the application of natural gas as an alternative fuel;

---

•	increasingly stringent environmental and emissions regulations in the future;

•	ongoing availability of government incentives and mandates for our technology;

•	our ability to attract and retain employees;

•	demand for engines incorporating our technologies;

•	the timing of commissioning of liquefied natural gas (“LNG”) refueling stations;

•	production capacity methods for our methods for our LNG system;

•	increasing commercialization of our technologies;

•	expansion of our product offerings and markets;

•	our estimates and assumptions used in our accounting policies, and accruals, including warranty accruals, and financial condition;

•	our adoption, timing and ability to meet certain accounting standards;

•	the ability of our products to adapt to the use of biogas, renewable natural gas and manufactured fuels, including hydrogen, as fuels;

•	our compliance with environmental regulations; and

•	the alignment of our business segments.

•

risks related to the Merger, including, but not limited to: failure to realize the anticipated benefits of the Merger and to successfully integrate the Company and Fuel Systems; failure of Fuel Systems to secure necessary shareholder approval or of the Company or Fuel Systems to otherwise satisfy the conditions to completion of the Merger in a timely manner or at all; and the risk that the Merger may not be completed on the terms contemplated or at all;

•	risks related to the Cartesian Agreement, including, but not limited to: failure to realize the anticipated benefits of the Cartesian Agreement;

•	market acceptance of our products;

•	product development delays and delays in contractual commitments;

•	changing environmental regulations;

•	the ability to attract and retain business partners;

•	the success of our business partners and original equipment manufacturers (“OEMs”), with whom we partner;

•	future levels of government funding and incentives;

•	competition from other technologies;

•	price differential between compressed natural gas (“CNG”), LNG and liquefied petroleum gas (“LPG”) relative to petroleum-based fuels;

•	limitations on our ability to protect our intellectual property;

•	potential claims or disputes in respect of our intellectual property;

•	limitations in our ability to successfully integrate acquired businesses;

•	limitations in the development of natural gas refueling infrastructure;

•	the ability to provide the capital required for research, product development, operations and marketing;

•	unforeseen claims made against us;

•	exposure to factors beyond our control through our international business operations, such as currency exchange rates, changes in governmental policy, trade barriers, trade embargoes and delays in the development of international markets for our products; and

•	those risks discussed under the heading “Risk Factors” in the Annual Information Form (“AIF”) of the Company filed as Exhibit 99.1 to this annual report on Form 40-F.

---

---

---

---