FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

blutip Power Technologies Ltd. 6705 Millcreek Road, Unit 4 Mississauga, Ontario L5N 5M4

Item 2 Date of Material Change

December 29, 2011

Item 3 News Release

A news release was issued on December 29, 2011 through Canada NewsWire and subsequently filed on SEDAR.

Item 4 Summary of Material Change

blutip Power Technologies Ltd. (" blutip Power " or the " Company ") announced that it had completed its previously announced private placement of senior secured convertible notes (the " Notes ") with CCM Master Qualified Fund, Ltd. (" CCM " or the " Lender ") for gross proceeds of $800,000 CDN (the " Transaction ").

Item 5 Full Description of Material Change

blutip Power announced that it had completed its previously announced private placement of senior secured convertible Notes with CCM for gross proceeds of $800,000 CDN.

The Notes bear interest at the rate of 15% per annum and mature on October 31, 2013 and all or part of the principal amount due on the maturity date is convertible, at the option of the Lender, into common shares of blutip Power (the " Common Shares ") at a conversion price of $0.10 per share, subject to certain conversion restrictions (the " Conversion Blocker ") which limits the ability of the Lender to convert the principal amount under the Notes into Common Shares in the event that, as a result of such conversion exercise, the Lender will hold more than 19.9% of the issued and outstanding shares in the capital of blutip Power.

Pursuant to the terms of the Transaction, the Company also issued to CCM 8,000,000 common share purchase warrants (" Warrants "), exercisable at a price of $0.10 CDN per share until October 31, 2013. The Warrants are subject to the similar Conversion Blocker as described above. All securities issued or issuable pursuant to the Transaction are subject to a four (4) month hold period. The Company paid CCM a commitment fee of $45,000 in connection with the Transaction.

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Net proceeds from the Transaction will be used exclusively for working capital, as well as the pre-payment of interest on the Notes.

Due to the Company's immediate need for financing in order to carry on its business and achieve its business objectives, the parties contemplated closing the Transaction as soon as possible following receipt of the required regulatory approvals. As such, in the Company's view, it was necessary for the Company to file the material change report with respect to the Transaction less than 21 days before the expected closing date of the Transaction.

Due to the shareholding interest of CCM in blutip Power, the Transaction constituted a "related party transaction" for blutip Power pursuant to Multilateral Instrument 61-101 (" MI 61-101 ") Protection of Minority Security Holders in Special Transactions and triggered the requirement for a valuation and minority approval unless exemptions therefrom were available. As blutip Power is not listed on or quoted on any prescribed exchange listed in MI 61-101, the Transaction was exempt from the formal valuation requirement contained in MI 61-101. Blutip relied on the financial hardship exemption from the minority approval requirement of MI 61-101. Specifically, pursuant to MI 61101, minority approval is not required for a related party transaction in the event of financial hardship in specified circumstances. Blutip satisfied the elements of this exemption, namely: the Company was in serious financial difficulty, the Transaction was designed to improve the financial position of the Company, the Transaction was not subject to court approval nor was the Transaction ordered to be effected under bankruptcy or insolvency law, and the Board of blutip Power and at least two-thirds of the Company's independent directors, all acting in good faith, determined the foregoing circumstances were applicable and the terms of the Transaction were reasonable in the circumstances of blutip Power. The Board and the independent directors, acting in good faith, and with the advice of competent counsel, determined that the above elements of the exemptions had been satisfied and that the terms of the Transaction were reasonable in the circumstances of the Company.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

Shannon Brander, Vice President Administration and Corporate Secretary, (905) 5423024

Item 9 Date of Report

January 6, 2012

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Cautionary Note Regarding Forward-Looking Information:

This material change report contains certain forward-looking information that is based upon current expectations, which involve risks and uncertainties associated with the business. Forward-looking information contained in this material change report that is not information of historical fact may be deemed to be forward-looking information including, but not limited to, information about the Company's private placement and business, and can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", "thinks", or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved" and similar expressions to the extent that they relate to the Company or its management. This forward-looking information is not historical facts, but reflect the Company's current expectations regarding future results or events. This forward-looking information is subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed in the section "Risks and Uncertainties" below.

Many of these assumptions are based on factors and events that are not within the control of blutip Power and there is no assurance they will prove to be correct. Factors that could cause actual results or events to vary materially from results or events anticipated by such forward-looking information include receipt of all regulatory approvals, future working capital requirements, the ability to develop products on an economic basis, product validation, factors relating to the marketing, development and commercialization of blutip Power existing and prospective product lines, regulatory approvals and requirements, changes in foreign exchange and interest rates, government regulation, environmental risks, capital expenditures, intellectual property, operating or technical difficulties, risks associated with the emissions and fuel combustion industries such as economic factors (including fuel costs), failure of processes to operate as anticipated, dependence on key personnel, employee relations and availability of equipment and skilled personnel, actual results of current research and development activities, development timelines, risks associated with the emissions and fuel combustion industries, changes in project parameters as plans continue to be refined as well as those risk factors discussed below, which risks may cause actual results to differ materially from any forward-looking information.

Although blutip Power has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. blutip Power does not undertake to update any forward-looking information that is incorporated by reference herein, except in accordance with applicable securities laws.