Hshare HSR Mining Workstation

There is a new update of the ccMiner fork from tpruvot v2.2.2 () available for Nvidia GPU miners that adds supports for new algorithms and comes with some other fixes and improvements. The two new algorithms introduced are HSR used by Hshare/Hcash (x13 + custom hash) as well as the Phi used by LuxCoin, there are improvements for the SIB algorithm for Maxwell and Pascal cards.

Start 1:1 exchange for Hcash/Hshare. Destroy all received Hshare. Investor in bitcoin mining and other related projects.

The new version comes with a small fix to handle more than 9 cards on Linux (-d 10+), an attempt to free Equihash memory “properly” and –submit-stale parameter for the supernova pool (which changes difficulty too fast). The official Windows binary releases on tpruvot’s GitHub are compiled with CUDA 9 and they do require a more recent Nvidia video driver version 384.xx or newer in order to have support for the latest CUDA version. We have compiled a 32-bit Windows Binary for CUDA 8.0 that you can download below, it does not seem much different performance wise, it can just be used on systems with older drivers without having to update the video drivers first with ones supporting CUDA. Copyright ©2014-2018 - - All About BTC, LTC, ETH mining as well as other alternative crypto currencies. This is a blog for crypto currency miners and users of Bitcoin (BTC), Litecoin (LTC), Ethereum (ETH), ZCash (ZEC) and many others. If you find helpful and useful information you can support us by donating altcoins or Bitcoin (BTC) to: 1AxbMZwtcmCByrHiaWwhse5r6ea1YgBwk1 ETH: 0x8d785ff337046444d8afbac169bcb7c0adfb3266 - LTC: LPYFPK7dL1uEtwrAteLmxs7w8Je446gAAJ - ZEC: t1gg5rWxeMBMsyDRMrq5PJdFLiWQ86LGggi.

Canada (State or other jurisdiction of incorporation or organization) 3620 (Primary Standard Industrial Classification Code Number) Not applicable (I.R.S. Employer Identification Number) 9000 Glenlyon Parkway Burnaby, British Columbia V5J 5J8 Canada (604) 454-0900 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) CT Corporation System 111 8th Avenue New York, New York 10011 United States of America (212) 894-8940 (Name, address, including zip code, and telephone number, including area code, of agent of service) With copies to. Tony Guglielmin Ballard Power Systems Inc. 9000 Glenlyon Parkway Burnaby, British Columbia V5J 5J8 Canada (604) 454-0900 Randal R. Jones Dorsey & Whitney LLP 701 Fifth Avenue, Suite 6100 Seattle, Washington 98104 United States of America (206) 903-8800 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

O If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED AUGUST 6, 2015 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT To the Stockholders of Protonex Technology Corporation: The board of directors of Protonex Technology Corporation, a Delaware corporation (“ Protonex”), has unanimously adopted a resolution approving an agreement and plan of merger (the “ Merger Agreement”) in which Ballard Power Systems Inc., a Canadian corporation (“ Ballard”), will acquire all of the issued and outstanding shares of Protonex common stock through a transaction (the “ Merger”) pursuant to which BPC SubCo Inc. (“ Merger Sub”), a wholly-owned subsidiary of Ballard, will merge with and into Protonex, with Protonex surviving as a wholly-owned subsidiary of Ballard, and Ballard will issue its common shares in exchange for all of the issued and outstanding shares of Protonex common stock. Protonex is sending you the accompanying proxy statement/prospectus to notify you of a special meeting of Protonex stockholders being held to vote on the adoption of the Merger Agreement, the Merger and related matters and to ask you to vote at the special meeting in favor of the approval of the Merger Agreement and the Merger. If the Merger Agreement is approved by Protonex’s stockholders and the Merger is completed, you will be entitled to receive approximately 0.1562 of a Ballard common share for each share of Protonex common stock that you hold as of the effective time of the Merger. Ballard is a Canadian public company incorporated under the Canada Business Corporations Act, as amended (the “ CBCA”) and its common shares trade on the Toronto Stock Exchange (the “ TSX”) under the symbol “BLD” and on the NASDAQ Stock Market, LLC (“ NASDAQ”) under the symbol “BLDP.” For a discussion of risk factors that you should consider in evaluating the Merger and the other matters on which you are being asked to vote, see “Risk Factors” beginning on page 21 of the enclosed proxy statement/prospectus. The market price of Ballard common shares will continue to fluctuate following the date of the stockholder vote on the Merger proposal at the special meeting.

Consequently, at the time of the stockholder vote, the value of the Merger consideration will not yet be determined. Based on the range of closing prices of Ballard common shares on the NASDAQ, during the period from June 26, 2015, the last trading day before public announcement of the execution of the Merger Agreement, through August 5, 2015, the last full trading day before the date of this proxy statement/prospectus, the Merger consideration represented a value ranging from a low of approximately U.S. $1.21 to a high of approximately U.S. $2.23 for each share of Ballard common stock.

Protonex cannot complete the Merger without the approval of holders of a majority of the outstanding shares of its common stock entitled to vote at the special meeting, although certain Protonex stockholders holding approximately 56% of the outstanding shares of Protonex common stock have agreed pursuant to support agreements to vote their shares in favor of the Merger. A failure to vote on the proposal to approve the Merger has the same effect as a vote by you “AGAINST” the approval of the Merger.

Therefore, Protonex urges you to take the time to vote by following the instructions on your proxy card regardless of whether you plan to attend the special meeting. The special meeting will be held at the offices of Protonex, 153 Northboro Road, Southborough, Massachusetts, United States on, 2015, at 10:00 a.m. Eastern Daylight Time. Notice of the special meeting and the related proxy statement are enclosed. Whether or not you plan to attend the special meeting, please complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the special meeting. We have provided a postage-paid envelope for your convenience. If you plan to attend the special meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card.

If you are a stockholder of record (that is, if your stock is registered with Protonex in your own name), then you may vote by: (i) signing and dating your proxy card and mailing it in the enclosed, prepaid and addressed envelope; or (ii) attending the special meeting and voting in person. If your shares are registered in the name of a broker, bank, dealer or other nominee, then you are the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by that organization.

The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. As a beneficial owner, you are also invited to attend the special meeting; however, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank, dealer or other nominee. On behalf of Protonex, we look forward to seeing our stockholders at the special meeting and we thank you for your support. The Protonex board of directors unanimously recommends that you vote “FOR” the proposal to adopt and approve the Merger Agreement and the Merger. Sincerely, Paul Osenar President NEITHER THE U.S.

SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED UNDER THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR DETERMINED THAT THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The accompanying proxy statement/prospectus is dated August 6, 2015, and is first being mailed to Protonex stockholders on or about, 2015.

PROTONEX TECHNOLOGY CORPORATION 153 Northboro Road Southborough, Massachusetts NOTICE OF SPECIAL MEETING TO BE HELD, 2015 To our Stockholders: NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Protonex Technology Corporation (“ Protonex”) will be held at the offices of Protonex, 153 Northboro Road, Southborough, Massachusetts, United States on, 2015, at 10:00 a.m. Eastern Daylight Time for the following purposes: 1. To consider and vote upon the proposal to adopt and approve the Merger Agreement and the Merger set forth in the agreement and plan of merger substantially in the form submitted with this notice (the “ Merger Agreement”) by and among Ballard Power Systems Inc., a corporation incorporated under the laws of Canada (“ Ballard”), BPC SubCo Inc., a Delaware corporation and wholly-owned subsidiary of Ballard (“ Merger Sub”), Protonex and Edward J. Stewart, as stockholder representative, pursuant to which Merger Sub will merge with and into Protonex, with Protonex surviving as a wholly-owned subsidiary of Ballard, and Ballard will issue common shares to the stockholders of Protonex in exchange for all issued and outstanding shares of Protonex common stock, as more fully described in the attached proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus; and 2. To act on such other matters as may be properly brought before the meeting, or any adjournment or postponement thereof. The Protonex board of directors unanimously recommends that you vote “FOR” the proposal to adopt and approve the Merger Agreement and the Merger.

The Board of Directors has fixed the close of business on August, 2015, as the record date for the meeting. Only stockholders of record at the close of business at this time are entitled to notice of, and to vote at, the meeting or any adjournments, postponements, or continuations of the meeting. By Order of the Board of Directors PAUL OSENAR, President August, 2015 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT AS SOON AS POSSIBLE IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING IN PERSON. ADDITIONAL INFORMATION This proxy statement/prospectus incorporates by reference important business and financial information about Ballard that is not included in, or delivered with, this proxy statement/prospectus. You may request this information, which includes copies of annual, quarterly, and special reports, proxy statements, and other information, from Ballard or Protonex, without charge, excluding all exhibits, unless we have specifically incorporated by reference an exhibit in this proxy statement/prospectus, by requesting them from Ballard or Protonex in writing or by telephone at the following address or telephone number. Ballard Power Systems Inc.

Protonex Technology Corporation 9000 Glenlyon Parkway 153 Northboro Road Burnaby, British Columbia, V5J 5J8 Southborough, Massachusetts 01772 Canada United States of America Attention: Investor Relations Attn: Corporate Secretary Tel.: (604) 454.0900 Tel.: (508) 490.9960 To obtain timely delivery, any request for information should be made no later than, 2015. For a more detailed description of the information incorporated by reference into this proxy statement/prospectus and how you may obtain it, see the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” ABOUT THIS PROXY STATEMENT/PROSPECTUS This document forms a part of a registration statement on Form F-4 filed by Ballard with the U.S. Securities and Exchange Commission (the “ SEC”). This document constitutes a prospectus of Ballard under Section 5 of the U.S. Securities Act of 1933, as amended (the “ Securities Act”), with respect to the Ballard common shares to be issued to Protonex stockholders in connection with the proposed Merger.

In addition, this document constitutes a notice of meeting with respect to the Protonex special meeting and a proxy statement of Protonex under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act”). You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated August 6, 2015. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither Protonex’s mailing of this proxy statement/prospectus to Protonex stockholders nor the issuance by Ballard of common shares in connection with the Merger will create any implication to the contrary.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER The following are answers to certain questions that you may have regarding the special meeting and the Merger. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus. GENERAL Q: WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS? A: This document serves as both a proxy statement of Protonex and prospectus of Ballard. As a proxy statement, it is being provided to Protonex’s stockholders in connection with the solicitation of proxies for the Protonex special meeting at which Protonex stockholders will be asked to vote on the proposal set forth in the Notice of Special Meeting of Protonex stockholders.

It is a prospectus because Ballard is offering to issue its common shares in exchange for shares of Protonex common stock upon completion of the Merger. THE MERGER Q: WHAT IS THE MERGER? A: On June 29, 2015, Protonex entered into the Merger Agreement with Ballard, Merger Sub, and Edward J. Stewart, as the stockholder representative, pursuant to which Merger Sub will merge with and into Protonex on the terms and subject to the conditions set forth in the Merger Agreement, which transaction we refer to as the Merger, so that Protonex, as the surviving corporation, will become a wholly-owned subsidiary of Ballard. Q: WHY ARE BALLARD AND PROTONEX PROPOSING TO MERGE? A: The boards of directors of Ballard and Protonex are proposing to merge because they believe that the combination strengthens and is in the best interests of both companies and their respective stockholders. Please see “The Merger Proposal—Recommendations of Protonex’s Board of Directors; Protonex’s Reasons for the Transaction” at page 42 for the various factors considered by the Protonex board of directors in unanimously recommending that Protonex stockholders vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger.

WHAT WILL HAPPEN IN THE MERGER? At the closing of the Merger, Merger Sub will merge with and into Protonex, so that Protonex, as the surviving corporation, will become a wholly-owned subsidiary of Ballard. In exchange for shares of Protonex common stock, the Protonex stockholders will receive Ballard common shares. As a result of the Merger, Ballard will own all of the issued and outstanding securities of Protonex and former Protonex stockholders will not have any direct equity ownership interest in the surviving corporation.

See “Merger Agreement” on page 56. Q: AS A PROTONEX STOCKHOLDER, WHAT WILL I RECEIVE IN THE MERGER? A: Each Protonex stockholder will be entitled to receive approximately 0.1562 of a Ballard common share for each share of Protonex common stock currently held upon completion of the Merger. Following the completion of the Merger, it is expected that the former Protonex stockholders will own, by virtue of the exchange of their shares of Protonex common stock for Ballard shares, approximately 7.3% of the total Ballard common shares (based on the number of common shares of each of Protonex and Ballard outstanding as of the date of this proxy statement/prospectus). For more information on the calculation of the exchange ratio, please see “Merger Agreement—Conversion of Securities in the Merger” on page 57. Q: WHAT IS THE VALUE OF THE MERGER CONSIDERATION?

A: The Ballard common shares are traded on the TSX and the NASDAQ under the symbols “BLD” and “BLDP,” respectively. Because Ballard will issue a fixed number of Ballard common shares in exchange for each Protonex common share, the value of the Merger consideration that Protonex stockholders will receive will depend on the price per share of Ballard common shares at the time the Merger is completed. That price will not be known at the time of the special meeting and may be less or more than the current price or the price at the time of the special meeting.

Based on the closing sale price of a Ballard common share on the NASDAQ of U.S. $1.33 on the last business day before the date of this proxy statement/prospectus, which may be more or less than the price at the closing of the Merger, and the actual level of Protonex’s net debt and transaction expenses, the consideration per share of Protonex common stock is approximately U.S. $0.2077. Q: WHAT WILL HAPPEN TO MY PROTONEX OPTIONS OR WARRANTS? A: In accordance with the Merger Agreement and Protonex’s 2003 Stock Incentive Plan and 2013 Stock Incentive Plan, holders of options to purchase Protonex common stock must exercise such options by the fifth business day prior to the special meeting of Protonex stockholders, or their options will be cancelled.

In addition, under the Merger Agreement, Protonex has agreed to cause all outstanding warrants to purchase Protonex common stock to be exercised or terminated prior to the effective time of the Merger. Ballard will not assume any Protonex options, warrants or other derivative securities in connection with the Merger, and you will receive no Merger consideration in exchange for such securities. Any Protonex options or warrants duly exercised for shares of Protonex common stock prior to the effective time of the Merger will be entitled to the Merger consideration for their shares of common stock held at the effective time. Q: ARE THE COMMON SHARES TO BE RECEIVED BY THE PROTONEX STOCKHOLDERS FREELY TRADEABLE UPON ISSUANCE? A: Yes, all Ballard common shares that each Protonex stockholder receives in the Merger will be listed on the TSX and the NASDAQ and will be freely transferable under Canadian and U.S. Securities laws unless a stockholder is deemed an affiliate of Protonex immediately prior to the Merger or an affiliate of Ballard following the Merger for purposes of U.S. Securities laws or a control person of Ballard following the Merger for purposes of Canadian securities laws.

This proxy statement/prospectus does not register the resale of Ballard common shares held by affiliates. Furthermore, all of the Protonex stockholders that executed the support agreements (the “ Supporting Stockholders”) (as described in “Ancillary Agreements—Support Agreement”) agreed that the Ballard common shares to be received by the Supporting Stockholders in the Merger are all subject to lock-up restrictions, which restrictions will lapse with respect to one-half of such Ballard common shares at the six and 12-month anniversaries of the closing date of the Merger.

Each Supporting Stockholder agrees not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares during the lock-up period. Q: WHAT IS THE ESCROW?

A: Ballard will deposit approximately 628,732 of the common shares, or approximately 5.6% of the total Merger consideration, to be issued to the Supporting Stockholders in connection with the Merger into an escrow account maintained by U.S. Bank, National Association.

These common shares will be used to cover indemnification claims by the Ballard pursuant to the terms of the Merger Agreement, which shares will be released 12 months after the closing of the Merger, subject to any then-pending claims. See “Ancillary Agreements — Escrow Agreement” starting on page 69. Q: DO PERSONS INVOLVED IN THE MERGER HAVE INTERESTS THAT MAY CONFLICT WITH MINE AS A PROTONEX STOCKHOLDER? These interests include: 2. Change of control bonus payments to be made to certain executive officers of Protonex; the acceleration of vesting of certain options held by certain directors and executive officers of Protonex; and the continued indemnification and directors’ and officers’ insurance coverage of current Protonex directors and officers following the Merger. See “The Merger Proposal — Interests of Certain Protonex Directors, Officers and Affiliates in the Merger” on page 43.

Q: ARE THERE ANY CONDITIONS TO THE CLOSING OF THE MERGER? A: Ballard’s and Protonex’s obligations to complete the Merger depend on a number of conditions being met. Where permitted by applicable law and the Merger Agreement, either of Ballard or Protonex could choose to waive a condition to its respective obligation to complete the Merger even when that condition has not been satisfied. See “Merger Agreement—Conditions to the Consummation of the Merger” on page 64. Q: IS PROTONEX OR BALLARD PROHIBITED FROM SOLICITING OTHER OFFERS?

A: The Merger Agreement contains detailed provisions that prohibit Protonex and its stockholders, and their respective representatives (including investment bankers, attorneys and accountants) from taking any action to directly or indirectly solicit or engage in discussions or negotiations with any person or group concerning any sale of all or a portion of Protonex’s assets, or of any capital stock of Protonex, or any merger, consolidation, liquidation, dissolution or similar transaction involving Protonex. Protonex has agreed to advise any prospective purchaser or soliciting party, by written notice of the terms of the no solicitation provisions and promptly notify Ballard if any such offer, or any inquiry or contact with any person is made. Protonex has also agreed not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which Protonex is a party. Notwithstanding the foregoing, if Protonex has received an alternative transaction proposal on which its board of directors has determined, in good faith, a failure to act would be a breach of the director’s fiduciary duties, then with prior written notice to Ballard, Protonex may enter into a customary confidentiality agreement, share non-public information and engage in discussions with the person making such proposal. Either Ballard or Protonex may be obligated to pay to the other party a termination fee of U.S.$200,000 in certain circumstances if the Merger Agreement is terminated. If Protonex terminates the agreement to pursue a superior proposal, Protonex will be obligated to pay Ballard a termination fee of U.S.$1,500,000, plus all fees and expenses incurred by Ballard.

See “Merger Agreement—No Solicitation” and “Merger Agreement—Termination Amount” beginning on pages 64 and 68, respectively. Q: ARE THERE ANY STOCKHOLDERS ALREADY COMMITTED TO VOTE IN FAVOR OF THE MERGER? Pursuant to support agreements, all of the Supporting Stockholdings, including the directors and officers of Protonex and certain major stockholders, have agreed to vote their shares of Protonex common stock representing approximately% of the outstanding shares of Protonex as of the record date in favor of the Merger at the special meeting. For a more complete description of the support agreements, see “Ancillary Agreements—Support Agreement” beginning on page 68 of this proxy statement/prospectus. The form of support agreement is also attached to this proxy statement/prospectus as Appendix B. Q: WHAT ARE THE SUPPORT AGREEMENTS?

A: In connection with the execution of the Merger Agreement, certain Protonex stockholders, who we refer to as the Supporting Stockholders, entered into support agreements with Ballard, pursuant to which they have agreed, among other things, to vote all of their shares of capital stock of Protonex in favor of the approval of the Merger pursuant to the Merger Agreement and the other transactions contemplated thereby, to vote against any action that would reasonably likely result in a material breach of Protonex under the Merger Agreement, and to vote against any alternative transactions. The support agreements also generally prohibit the Supporting Stockholders from transferring their shares prior to the consummation of the Merger. The support agreements will terminate upon the termination of the Merger Agreement in accordance with its terms. The support agreements provide for the vote of a sufficient number of shares of Protonex to adopt the Merger Agreement and approve the Merger contemplated thereby under Delaware law and Protonex’s organizational documents. For a further description of the support agreements, see the section entitled “Ancillary Agreements—Support Agreement” beginning on page 68. Q: WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO PROTONEX STOCKHOLDERS?

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, with no gain or loss recognition to U.S. Holders of Protonex common stock (other than a U.S. Protonex common stock who is a “five-percent transferee shareholder” within the meaning of the rules under Treasury regulations Section 1.367(a)-3(c) and who does not file a gain recognition agreement with the U.S.

Internal Revenue Service, or the IRS) for U.S. Federal income tax purposes. It is a condition to the closing of the Merger that, at the effective time of the Merger, outside legal counsel will deliver an opinion to Protonex and Ballard to the effect that, for U.S. Federal income tax purposes, the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code. If the conclusions in the tax opinions were to be challenged by the Internal Revenue Service, which we refer to as the “IRS,” and such challenge were to be sustained, a U.S.

Holder of Protonex common stock would recognize gain (and might not be allowed to recognize loss) in the Merger based on the amount such U.S. Holder realizes in the Merger.

You should consult your own tax advisor to determine the particular tax consequences to you of the Merger. The foregoing description of U.S. Federal income tax consequences of the Merger to stockholders is qualified in its entirety by the longer form discussion under “The Merger Proposal—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 46 and “The Merger Proposal—Ownership and Disposition of Ballard Common Shares” beginning on page 47. Neither Protonex nor Ballard has sought or obtained a ruling from the IRS regarding any of the tax consequences of the Merger. Accordingly, there can be no assurance that the IRS will not challenge such tax treatment of the Merger or that the U.S.

Courts will uphold such tax treatment in the event of an IRS challenge. Q: WHEN IS THE MERGER EXPECTED TO BE COMPLETED? A: Protonex and Ballard are working towards completing the Merger as quickly as possible and it is currently anticipated that the Merger will be completed by the end of the third quarter of calendar year 2015. However, there can be no assurances that the Merger will be completed at all or, if completed, that it will be completed within such timeframe. The exact timing and likelihood of completion of the Merger cannot be predicted because the Merger is subject to certain conditions, including the receipt of regulatory approvals. Neither Protonex nor Ballard is obligated to complete the Merger unless and until the closing conditions in the Merger Agreement have been satisfied or waived. Q: HOW WILL BALLARD BE MANAGED AFTER THE CLOSING OF THE MERGER?

A: Ballard’s executive officers and directors are not anticipated to change as a result of the Merger. See “The Merger Proposal — Directors and Management of Ballard Following the Merger” on page 54.

Before the closing of the Merger, Ballard or one of its affiliates intends to enter into employment agreements with certain of Protonex’s employees, effective as of the effective time of the Merger. The directors of Protonex will resign as of the effective time of the Merger.

Q: WHAT HAPPENS IF THE MERGER IS NOT COMPLETED? A: If the Merger is not completed, Protonex stockholders will not receive any consideration for their shares of Protonex common stock in connection with the Merger. Instead, Protonex will remain an independent company.

Under specified circumstances, the terminating party may be required to pay the non-terminating party a fee of $200,000 with respect to the termination of the Merger Agreement; provided that, if Protonex terminates the Merger Agreement to pursue a superior proposal, Protonex will be required to pay Ballard a fee of $1,500,000, plus Ballard’s fees and expenses, as described under the section entitled “Merger Agreement—Termination Amount” beginning on page 68. Q: WHAT WILL HAPPEN TO MY SHARE CERTIFICATES AND WHERE SHOULD I SEND MY SHARE CERTIFICATES?

A: At the effective time of the Merger, unless you properly exercise and perfect your appraisal rights, your shares of Protonex common stock will convert into the right to receive Ballard common shares and you will no longer be a stockholder of Protonex. You will receive written instructions and a letter of transmittal, and you will use these documents to exchange your Protonex share certificates for certificates representing your Ballard common shares. Each person who submits the necessary documentation is entitled to receive the 5. Merger consideration of approximately 0.1562 Ballard common shares for each share of Protonex common stock. For more information see “Merger Agreement—Exchange of Protonex Stock Certificates for the Merger Consideration” on page 59. Q: SHOULD I SEND IN MY PROTONEX SHARE CERTIFICATES NOW?

A: No. You should not send in your Protonex share certificates at this time. The exchange agent to be appointed by Ballard, Computershare Investor Services Inc., will mail you information within three business days following the effective time. Protonex stockholders who hold their shares in certificated form will need to exchange their Protonex share certificates for the Ballard common shares provided for in the Merger Agreement upon completion of the Merger.

Ballard will send Protonex stockholders written instructions and a letter of transmittal for exchanging Protonex share certificates at that time. Protonex stockholders who hold their shares in book-entry form, if any, will also receive written instructions for exchanging their shares after the Merger is completed. Q: DO PROTONEX STOCKHOLDERS HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER? Under Delaware law, holders of Protonex common stock that meet certain requirements will have the right to dissent from the Merger and obtain payment in cash for the fair value of their shares of Protonex common stock, as determined by the Delaware Chancery Court, rather than the Merger consideration. To exercise appraisal rights, Protonex stockholders must strictly follow the procedures prescribed by Delaware law.

These procedures are summarized under the section entitled “The Merger Proposal — Appraisal Rights of Holders of Protonex Common Stock” beginning on page 52. In addition, the text of the applicable appraisal rights provisions of Delaware law is included as Appendix C to this proxy statement/prospectus. Q: ARE THERE RISKS ASSOCIATED WITH THE MERGER, BALLARD, PROTONEX OR THE COMBINED COMPANY OF WHICH HOLDERS OF PROTONEX COMMON STOCK SHOULD BE AWARE? You should read the section entitled “Risk Factors” beginning on page 21 and the risk factors set forth in Ballard’s Annual Report on Form 40-F for the year ended December 31, 2014, incorporated by reference herein.

THE SPECIAL MEETING Q: WHEN AND WHERE WILL THE SPECIAL MEETING BE HELD? A: The special meeting will be held at the offices of Protonex, 153 Northboro Road, Southborough, Massachusetts, United States on, 2015, at 10:00 a.m. Eastern Daylight Time. Q: WHAT BUSINESS WILL OCCUR AT THE MEETING?

A: Protonex stockholders are voting on a proposal to adopt and approve the Merger Agreement and the Merger and will vote on such other matters as may be properly brought before the special meeting. The approval by the majority of Protonex stockholders of the proposal to approve and adopt the Merger Agreement is required by Delaware law and is a condition to the completion of the Merger. Q: HOW DOES THE PROTONEX BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

A: Protonex’s board of directors unanimously recommends that you vote your shares: “ FOR” the proposal to adopt and approve the Merger Agreement and the Merger. Q: WHO IS ENTITLED TO VOTE? A: Holders of record of Protonex common stock at the close of business on August, 2015 which is the date that the board of directors has fixed as the record date for the special meeting, are entitled to notice of, and to vote at, the Protonex special meeting. As of the record date, there were outstanding shares of Protonex common stock.

Q: WHAT CONSTITUTES A QUORUM? A: The holders of one-third of Protonex’s common stock outstanding and entitled to vote, represented at the special meeting in person or by proxy, shall constitute a quorum for the transaction of business. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. Q: HOW MANY VOTES MAY A HOLDER OF COMMON STOCK CAST? A: Holders of Protonex common stock are entitled to one vote at the special meeting for each share of common stock held that was issued and outstanding as of the record date. Q: WHAT VOTE IS REQUIRED TO APPROVE THE MERGER PROPOSAL? A: The adoption and approval of the Merger Agreement and the Merger requires the affirmative vote of the holders of a majority of the shares of Protonex common stock issued and outstanding on the record date, and entitled to vote at the meeting.

If you do not submit a proxy or voting instructions or do not vote in person at the meeting, or if you “ABSTAIN” from voting, the effect will be the same as a vote “AGAINST” the Merger. Q: ARE THERE DIFFERENT VOTING PROCEDURES DEPENDING ON HOW I HOLD MY PROTONEX STOCK? As summarized below, there are some distinctions between Protonex common stock held of record and those owned beneficially. Holder of Record: If your shares of common stock are registered directly in your name with Protonex or its transfer agent, you are considered, with respect to those shares of common stock, the holder of record, and these proxy materials are being sent directly to you by Protonex. As the holder of record, you have the right to grant your voting proxy directly to Protonex or to vote in person at the special meeting.

A proxy card is enclosed for you to use. Beneficial Owner: If your shares of Protonex common stock are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of securities held in street name, and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those securities, the holder of record. As the beneficial owner, you have the right to direct your broker or nominee on how to vote and you are also invited to attend the special meeting. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee regarding how to vote your securities.

The voting instruction card provides various alternative voting methods. Q HOW CAN I VOTE MY STOCK IN PERSON AT THE SPECIAL MEETING? A: Shares of Protonex common stock held directly in your name as the holder of record may be voted in person at the special meeting.

If you choose to do so, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the special meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the special meeting. Securities held in street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the securities in person. Q: HOW CAN I VOTE MY PROTONEX STOCK WITHOUT ATTENDING THE SPECIAL MEETING? A: Whether you hold securities directly as the holder of record or beneficially in street name, you may direct your vote without attending the special meeting. You may vote your directly held securities by granting a proxy or, for securities held in street name, by submitting voting instructions to your broker, bank, or nominee following the instructions on the form included with this proxy statement/prospectus by the deadline indicated on that form.

Q: HOW DO I VOTE? A: If you are the stockholder of record (that is, the shares are held in your name), you may vote your proxy in one of two ways: By mail: If you vote by traditional proxy card, mark your selections on the proxy card, date the card, and sign your name exactly as it appears on the card, then mail it in the postage-paid envelope enclosed with the materials. You should mail the proxy card sufficiently in advance to allow delivery prior to the special meeting.

In person: If you are a stockholder of record and attend the meeting, you may deliver your completed proxy card in person. If you are not the stockholder of record (that is, your shares are held in the name of a bank, broker, or other holder of record, which is often referred to as held in “street name”) then you will receive instructions from the holder of record that you must follow to ensure that your shares are voted as you wish.

You will not be able to vote those shares at the meeting unless you have received, in advance, a proxy card from the record holder (that is, the bank, broker, or other holder of record). If you complete and properly sign and timely return a proxy card to Protonex, your shares will be voted as you direct. Q: MAY I CHANGE MY VOTE AFTER I HAVE GIVEN IT? A: You may change your proxy instructions and your vote at any time prior to the vote at the special meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date, which automatically revokes the earlier proxy, and delivering such new proxy to Protonex’s corporate secretary either by mail or by attending the special meeting and voting in person. Attendance at the special meeting will not cause your previously granted proxy to be revoked unless you specifically request to do so.

For securities held beneficially by you, you may accomplish this by submitting new voting instructions to your broker, bank, or nominee by the deadline indicated in the instructions sent to you by your broker, bank, or nominee. Q: WHO BEARS THE COST OF SOLICITING PROXIES? A: Protonex will pay the cost of distributing and soliciting proxies. This proxy solicitation is being made by Protonex on behalf of its board of directors. In addition to solicitation by use of the mail, Protonex’s and Ballard’s directors, officers and employees may also solicit proxies in person or by telephone, electronic mail, facsimile transmission or other means of communication. Protonex will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of Protonex common stock that the brokers and fiduciaries hold of record. Q: WHERE CAN I FIND THE VOTING RESULTS OF THE SPECIAL MEETING?

A: Protonex may be able to announce preliminary voting results at the special meeting. In addition, Ballard may publish the final voting results in a report on Form 6-K that it furnishes to the SEC. Q: WHO SHOULD I CONTACT IF I HAVE QUESTIONS ABOUT THE SPECIAL MEETING? A: If you have questions about the special meeting, please contact Paul Osenar of Protonex, by telephone at (508) 490-9960 or at 153 Northboro Road, Southborough, MA. SUMMARY This summary highlights selected information from this proxy statement/prospectus.

Because this is a summary, it does not contain all of the information that may be important to you. You should carefully read this entire document and the other documents we refer to in this document before you decide how to vote.

These references will give you a more complete description of the Merger Agreement and the Merger and the other matters to be considered at the special meeting of Protonex stockholders. In addition, we incorporate by reference important business and financial information about Ballard into this document. For a description of this information, please see the section entitled “Incorporation of Certain Information by Reference” beginning on page 105. You may obtain the information incorporated by reference into this document without charge by following the instructions in the sections entitled “Additional Information” and “Where You Can Find More Information”. The Companies Ballard Power Systems Inc.

(page 84) Ballard is building a clean energy growth company. It is recognized as a world leader in proton exchange membrane, or PEM, fuel cell development and commercialization. Ballard’s principal business is the design, development, manufacture, sale and service of fuel cell products for a variety of applications, focusing on its “commercial stage” markets of Telecom Backup Power and Material Handling and on its “development stage” markets of Bus and Distributed Generation, as well as the provision of technology solutions including Engineering Services and the license and sale of its extensive intellectual property portfolio and fundamental knowledge for a variety of fuel cell applications. Ballard was incorporated on November 12, 2008 under the Canada Business Corporations Act, under the name 7076991 Canada Inc.

Ballard changed its name to Ballard Power Systems Inc. On December 31, 2008. Previously, Ballard Power Systems Inc. Was a British Columbia company incorporated on May 30, 1989. The original predecessor to Ballard was founded in 1979 under the name Ballard Research Inc. To conduct research and development on high-energy lithium batteries.

In the course of investigating environmentally clean energy systems with commercial potential, Ballard began to develop fuel cells and has been developing fuel cell products since 1983. Ballard’s head office is located at 9000 Glenlyon Parkway, Burnaby, British Columbia V5J 5J8, Canada, and its telephone number is (604) 454-0900. Ballard’s website is www.ballard.com.

Ballard has included its website address in this proxy statement/prospectus only as an inactive textual reference; the contents of this website, and information accessible through this website, are not part of this proxy statement/prospectus. Merger Sub Merger Sub was incorporated in the State of Delaware on June 25, 2015, and is a wholly owned subsidiary of Ballard, formed to facilitate consummation of the Merger. Merger Sub’s contact information is 9000 Glenlyon Parkway, Burnaby, British Columbia V5J 5J8, Canada, and its telephone number is (604) 454-0900. Protonex Technology Corporation (page 84) Protonex, a Delaware corporation incorporated in 2000, is a leading designer and manufacturer of compact, high performance power management and portable fuel cell power generation solutions, with $13.8 mm in total revenues for fiscal year 2014.

With products including fuel cells, portable battery chargers and power managers, the Company sells its products primarily to military and government sectors, but also to commercial and consumer sectors. Customers include the US Army, US SOCOM and other notable military/government entities, in addition to commercial customers including Lockheed Martin and Raytheon. In the fuel cell category, it offers products in both Proton Exchange Membrane (PEM) and Solid Oxide (SO) technologies, which can power off-grid applications longer than conventional energy solutions. Holding a suite of 55 granted and 41 pending patents, the Company’s 10. Products offer a significant improvement over legacy battery technologies, providing a substantial reduction in weight while improving performance, efficiency and functionality. Protonex is headquartered in Southborough, Massachusetts and employs a non-union staff of over 50 development, engineering, manufacturing, sales and marketing, and administrative personnel. Its principal address and telephone number are 153 Northboro Rd, Southborough MA 01772, (508) 490-9960.

The number of stock owners on record totaled 148 as of August 6, 2015. There is no established public trading market for Protonex’ common stock, however Protonex did list briefly on the London Stock Exchange’s AIM market from 2006-2010. Protonex does not have a policy of paying regular dividends on its common stock and has never done so.

The Merger (page 40) On June 29, 2015, Ballard entered into the Merger Agreement with Merger Sub, Protonex, and Edward J. Stewart, as the stockholder representative, pursuant to which Merger Sub will merge with and into Protonex on the terms and subject to the conditions set forth in the Merger Agreement, so that Protonex, as the surviving corporation, will become a wholly-owned subsidiary of Ballard. The Merger is expected to close in the third calendar quarter of 2015. Reasons for the Merger (page 42) The Protonex board of directors unanimously adopted and approved the Merger Agreement. The Protonex board of directors also unanimously determined that the Merger Agreement is advisable and in the best interests of Protonex and its stockholders and unanimously recommended that Protonex’s stockholders adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby. In reaching its decision, the Protonex board of directors considered a number of factors that are described in more detail in “Background of the Merger” beginning on page 41.

Individual members of the Protonex board of directors may have given different weight to different reasons. Protonex stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Merger.

In addition, Protonex stockholders are directed to the Merger Agreement, which is included as Appendix A to this proxy statement/prospectus. What Protonex Stockholders Will Receive in the Merger (page 44) At the effective time of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, all of the equity securities of Protonex outstanding immediately prior to the effective time, other than equity securities held by stockholders that exercise appraisal rights under applicable law, will be converted into the right to receive a number of Ballard common shares, equal to U.S. $30,000,000 million less Protonex’s net debt and transaction expenses at the time of closing, divided by U.S.

Ballard expects to issue, pursuant to the Merger Agreement, up to 11,214,912 common shares (including approximately 628,732 shares to be deposited into escrow). On a per share basis, you will be entitled to receive approximately 0.1562 of a Ballard common share for each share of Protonex common stock you hold as of the effective time of the Merger. The aggregate number Ballard common shares to be issued pursuant to the Merger Agreement will vary depending on a number of factors, including the amount of the estimated net debt of Protonex at closing. The Merger Agreement does not provide for an adjustment in the aggregate number of Ballard common shares to be issued by Ballard to Protonex’s stockholders in the Merger in the event of fluctuations in the market value of Ballard’s common shares up through the closing date. However, the number of shares to be issued by Ballard pursuant to the Merger Agreement is subject to adjustment based on Protonex’s net debt as of the closing date of the Merger. We currently estimate that, if the Merger closes on September 30, 2015, Ballard would issue 11,214,912 shares (including 628,732 shares to be deposited into escrow), which would represent approximately 7.3% of Ballard’s outstanding common shares as of the date of this proxy statement/prospectus (after giving effect to such issuance), assuming Protonex net debt and transaction expenses equal to U.S. Protonex’s actual results of operations between the date of the financial information included in this proxy statement/prospectus and the closing date may differ from the forecasted results used in this estimate, resulting in differences between the forecast and actual amounts of Protonex’s net debt, including transaction expenses, as of the closing date of the Merger.

See “Merger Agreement” located on page 56. Of this proxy statement/prospectus for further information and a discussion relating to the potential amount of shares to be issued by Ballard in the Merger. In accordance with the Merger Agreement and Protonex’s 2003 Stock Incentive Plan and 2013 Stock Incentive Plan, holders of options to purchase Protonex common stock must exercise such options by the fifth business day prior to the special meeting of Protonex stockholders, or their options will be cancelled. In addition, under the Merger Agreement, Protonex has agreed to cause all outstanding warrants to purchase Protonex common stock to be exercised or terminated prior to the effective time of the Merger. Ballard will not assume any Protonex options, warrants or other derivative securities in connection with the Merger, and you will receive no Merger consideration in exchange for such securities.

Any Protonex options or warrants duly exercised for shares of Protonex common stock prior to the effective time of the Merger will be entitled to the Merger consideration for their shares of common stock held at the effective time. Principal Agreements Merger Agreement (page 56) The Merger Agreement, which was executed on June 29, 2015, sets forth the terms and conditions of the Merger, including terms for the conversion of securities in the Merger, escrow of certain Merger consideration, representations and warranties, indemnification, covenants of each party, closing conditions and termination provisions. See “Merger Agreement” on page 56 and Appendix A hereto for further information on the Merger Agreement. Risk Factors (page 21) In deciding how to vote Protonex common stock on the matters described in this proxy statement/prospectus, you should carefully consider the risks related to the Merger, Ballard, Protonex and the combined company. The Merger may not achieve the expected benefits because of, among other things, the risks and uncertainties discussed in the sections entitled “Questions and Answers About the Special Meeting and the Merger”, “Risk Factors”, “Cautionary Statement Regarding Forward-Looking Statements” on pages 1, 21 and 32, respectively. Such risks include, among other things, risks relating to the uncertainty that Ballard and Protonex will be able to close the Merger or, if closed, integrate their businesses successfully, uncertainties as to whether the Merger will achieve expected synergies, and uncertainties relating to the performance of the combined company following the Merger. Approval by Holders of Protonex Common Stock ( page 35) The adoption and approval of the Merger Agreement and the Merger requires the affirmative vote of the holders of a majority of the shares of Protonex common stock issued and outstanding on the record date and entitled to vote at the meeting.

Collectively, the support agreements provide for the vote of a sufficient number of shares of Protonex to adopt and approve the Merger Agreement and the Merger under applicable Delaware law and Protonex’s organizational documents. Conditions to the Merger (page 64) Ballard and Protonex expect to complete the Merger after all of the conditions to the Merger in the Merger Agreement are satisfied or waived, including after the receipt of approval of the Merger at the special meeting of Protonex stockholders and the receipt of any required regulatory approvals. Ballard and Protonex currently expect to complete the Merger during the third calendar quarter of 2015. However, it is possible that factors outside of either Ballard’s or Protonex’s control could cause the Merger to be completed at a later time or not at all. Interests of Certain Persons in the Merger (page 43) Certain directors and executive officers of Protonex have interests in the Merger that may be in addition to or different from those of other Protonex stockholders, including: change of control bonus payments to be made to certain executive officers of Protonex; the acceleration of vesting of certain options held by certain directors and executive officers of Protonex; and the continued indemnification and directors’ and officers’ insurance coverage of current Protonex directors and officers following the Merger. Material U.S.

Federal Income Tax Consequences (page 45) The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the closing of the Merger that each party shall have received an opinion from outside legal counsel to the effect that the Merger should qualify as such a reorganization. Assuming the Merger qualifies as a reorganization for U.S. Federal income tax purposes, U.S. Holders (as defined below under “The Merger Proposal—Material U.S. Federal Income Tax Consequences”) of Protonex common stock will not recognize income, gain or loss on the exchange of their Protonex common stock for Ballard common shares in the Merger (other than a U.S. Holder of Protonex common stock who is a “five-percent transferee shareholder” within the meaning of the rules under Treasury regulations Section 1.367(a)-3(c) and who does not file a gain recognition agreement with the IRS).

The discussion of U.S. Federal income tax considerations set forth herein is for general information only and does not purport to be a complete analysis or listing of all potential tax effects that may apply to a U.S.

Holder of Protonex common stock. Protonex Stockholders should consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the application and effect of U.S. Federal, state, local, foreign and other tax laws. The foregoing summary of U.S. Federal income tax consequences of the Merger is qualified in its entirety by the longer form discussion under “The Merger Proposal—Material U.S.

Federal Income Tax Consequences” beginning on page 45. Neither Protonex nor Ballard has sought or obtained a ruling from the IRS regarding any of the tax consequences of the Merger. Accordingly, there can be no assurance that the IRS will not challenge this tax treatment of the Merger or that the U.S. Courts will uphold this tax treatment in the event of an IRS challenge. Board (“ IFRS”).

From the date of completion of the Merger, our results of operations will include Protonex’s operating results and assets and liabilities. Regulatory Matters (page 54) Protonex and Ballard intend to make all required filings under the Securities Act and the Exchange Act in connection with the Merger.

In addition to the SEC filings there are filings required with the TSX and the NASDAQ relating to the listing of the Ballard common shares to be issued in the Merger. Further, Protonex and Ballard have filed a notification with the Directorate of Defense Trade Controls of the U.S. State Department pursuant to Section 122.4 of the International Traffic in Arms Regulations. The Merger is not subject to pre-merger notification under any U.S.

Or foreign antitrust laws, but it may be reviewed by the Antitrust Division and the Federal Trade Commission and by foreign antitrust authorities, under U.S. Or foreign antitrust laws, respectively. The Merger may also be reviewed by the SEC under the Securities Act and Exchange Act, and by foreign governmental authorities, including Canadian securities regulatory authorities and the TSX. Appraisal Rights (page 52) Under Delaware law, stockholders of Protonex can exercise appraisal rights in connection with the Merger. A stockholder that does not vote in favor of the Merger proposal and complies with all of the other necessary procedural requirements will have the right to dissent from the Merger and to seek appraisal of the fair value of their Protonex common stock, exclusive of any element of value arising from the expectation or accomplishment of the Merger. Unaudited Pro Forma Condensed Combined Financial Information (page 71) For a discussion of the unaudited pro forma condensed combined financial information, see “Selected Historical and Unaudited Pro Forma Condensed Financial Data” on page 17.

Comparison of Rights of Stockholders of Ballard and Protonex (page 96) Protonex is incorporated in the State of Delaware and the rights of Protonex stockholders are currently governed by the Delaware General Corporation Law (the “ DGCL”) and Protonex’s certificate of incorporation and by-laws. After the completion of the Merger, stockholders of Protonex who receive Ballard’s common shares in the Merger will become stockholders of Ballard and will become subject to Ballard’s articles and the applicable provisions of the CBCA. Enforceability of Civil Liabilities against Foreign Persons Ballard is a corporation governed by the CBCA. The majority of Ballard’s assets are located outside the United States and certain of Ballard’s directors and officers and some of the experts named in this proxy statement/prospectus reside outside the United States. Because some of these persons are located outside the United States, it may not be possible for you to effect service of process within the United States on these persons. Furthermore, it may not be possible for you to enforce against Ballard or them, in the United States, judgments obtained in United States courts, because some of Ballard’s assets and the assets of these persons are located outside the United States.

There is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based on the United States federal securities laws or “blue sky” laws of any state within the United States and as to the enforceability in Canadian courts of judgments of U.S. Courts obtained in actions based on the civil liability provisions of the United States federal securities laws or any such state securities or blue sky laws. Therefore, it may not be possible to enforce those judgments against Ballard, its directors and officers and some of the experts named in this proxy statement/prospectus, including the appendices hereto. SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA Selected Historical Financial Data of Ballard The following tables summarize Ballard’s financial data. The consolidated statement of profit or loss and other comprehensive income (loss) data for the fiscal years ended December 31, 2014, 2013 and 2012, the consolidated statement of financial position data as of December 31, 2014 and December 31, 2013, which are prepared in accordance with IFRS, are derived from Ballard’s audited annual financial statements and related notes contained in its Annual Report on Form 40-F for the fiscal year ended December 31, 2014, which is incorporated by reference into this proxy statement/prospectus. The selected financial data of Ballard as of and for the six months ended June 30, 2015 and 2014 are derived from Ballard’s unaudited consolidated financial statements and related notes furnished to the SEC under cover of Form 6-K, which is incorporated by reference in this proxy statement/prospectus.

Historical results are not indicative of the results that should be expected in the future. Selected Historical Financial Data of Protonex The following tables summarize Protonex’s financial data which are prepared in accordance with accounting principles generally accepted in the United States of America (“ U.S. The statements of operations data for the fiscal years ended September 30, 2014, 2013 and 2012 and the statements of financial position as of September 30, 2014 and 2013 are derived from Protonex audited annual financial statements and related notes contained in this proxy statement/prospectus. The statements of operations data for the six months ended March 31, 2015 and March 31, 2014, the statement of cash flows for the six months ended March 31, 2015 and March 31, 2014 and the balance sheet data as of March 31, 2015 are derived from Protonex’s unaudited financial statements and related notes.

Historical results are not indicative of the results that should be expected in the future. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Protonex or the combined company, and you should read the following information together with Protonex’s audited consolidated financial statements, the notes related thereto, Protonex’s unaudited interim consolidated financial statements, the notes related thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Business of Protonex” included elsewhere in this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 104. As of March 31, (1) As of September 30, (2) 2015 2014 2013 2012 Statement of financial position data (U.S. $) Total assets $ 11,501,811 $ 13,884,148 $ 12,655,377 $ 12,775,286 Total liabilities $ 5,245,940 $ 6,697,827 $ 4,781,027 $ 3,608,241 Net assets $ 6,255,871 $ 7,186,321 $ 7,874,350 $ 9,167,045 Stockholders’ equity $ 6,255,871 $ 7,186,321 $ 7,874,350 $ 9,167,045 Number of shares outstanding 64,125,788 64,108,788 63,995,188 63,979,188 For the six months ended March 31, (1) For the year ended September 30, (2) 2015 2014 2014 2013 2012 Statement of operations data (U.S. $) Revenue $ 5,712,797 $ 6,357,432 $ 13,808,625 $ 12,979,122 $ 10,123,032 Gross profit $ 2,540,254 $ 2,631,102 $ 5,520,948 $ 5,973,985 $ 4,856,844 Net (loss) income $ (1,058,962 ) $ (701,086 ) $ (1,121,320 ) $ (1,748,196 ) $ (2,013,195 ).

Selected Unaudited Pro Forma Condensed Financial Data The unaudited pro forma condensed consolidated financial statements of Ballard for the six months ended June 30, 2015 and the year ended December 31, 2014 included in this proxy statement/prospectus have been prepared by Ballard using the business combination rules under IFRS. The unaudited pro forma condensed consolidated statement of financial position of Ballard as at June 30, 2015 assumes that the Merger took place on June 30, 2015, and combines Ballard’s unaudited condensed consolidated statement of financial position at June 30, 2015 18. With Protonex unaudited consolidated balance sheet at March 31, 2015, with adjustments.

The unaudited pro forma condensed consolidated statement of profit or loss and other comprehensive income (loss) of Ballard for the six months ended June 30, 2015 assumes that the Merger took place as of January 1, 2014 and combines the unaudited condensed consolidated statement of profit or loss and other comprehensive income (loss) of Ballard for the six months ended June 30, 2015 and the unaudited consolidated statement of comprehensive income (loss) of Protonex for the six months ended March 31, 2015, with adjustments. The unaudited pro forma condensed consolidated statement of profit or loss and other comprehensive income (loss) of Ballard for the year ended December 31, 2014 assumes that the Merger took place as of January 1, 2014 and combines the audited consolidated statement of profit or loss and other comprehensive income (loss) of Ballard for the year ended December 31, 2014 and the audited consolidated statement of income (loss) of Protonex for the year ended September 30, 2014, with adjustments. In preparing these unaudited pro forma condensed financial statements, Ballard has adjusted Protonex’s financial statements to conform to IFRS and to Ballard’s accounting policies.

These adjustments are described in the notes to the unaudited pro forma condensed financial statements of Ballard for the six months ended June 30, 2015 and the year ended December 31, 2014 which should be read in conjunction with the selected unaudited pro forma condensed financial data presented below. The unaudited pro forma condensed financial statements assume that, at the effective time of the Merger, each outstanding share of Protonex common stock will be converted into the right to receive approximately 0.1562 of a Ballard common share. Pro forma book value per share is calculated by dividing total assets (including both tangible and intangible assets) minus total liabilities of Ballard as at June 30, 2015 under IFRS by the total number of Ballard common shares outstanding at such date (including issuance of Ballard shares to Protonex stockholders as of such date). The selected unaudited pro forma condensed financial data is based on estimates and assumptions that are preliminary, presented for illustrative purposes only and is not necessarily indicative of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity during these periods. The assumptions underlying the selected unaudited pro forma condensed financial data described in the notes to the unaudited pro forma condensed financial statements of Ballard for the six months ended June 30, 2015 and should be read in conjunction with the selected unaudited pro forma condensed financial data presented below.

The following information should also be read in conjunction with (i) the unaudited condensed consolidated financial statements of Ballard for the six months ended June 30, 2015, including the notes thereto, contained in Ballard’s Form 6-K furnished to the SEC on July 30, 2015, which is incorporated by reference into this proxy statement/prospectus and (ii) the unaudited consolidated financial statements of Protonex, including the notes thereto, which is included elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information” on page 71 of this proxy statement/prospectus. See also “Cautionary Statement Regarding Forward-Looking Statements” on page 32. As of Pro Forma Statement of financial position data (IFRS) (Expressed in thousands of U.S. Dollars, except share and per share amounts) June 30 (Unaudited) 2015 Total assets $ 158,372 Total liabilities 53,476 Net assets 104,896 Capital stock 941,482 Number of shares outstanding 143,828,508 Pro Forma Statement of Operations Six months ended Year ended data (IFRS) (Expressed in thousands of U.S.

Dollars, except share and per share amounts) (Unaudited) June 30, 2015 December 31, 2014 Operating revenue $ 26,153 82,530 Gross Profit 4,480 15,431 Net profit (loss) (2,363 ) (31,352 ) Basic and diluted profit (loss) per common share $ (0.01 ) $ (0.22 ) Shares used in computing basic net profit (loss) per share 143,651,470 138,600,726 Shares used in computing diluted net profit (loss) per share 145,962,247 138,600,726 19. STOCK PRICE AND DIVIDEND INFORMATION Ballard Stock Price Information The table below sets forth the high and low sales prices per Ballard common share, as reported on the TSX and NASDAQ. RISK FACTORS Protonex’s stockholders should carefully consider the following factors in connection with their vote to adopt the Merger Agreement and their potential receipt of Ballard’s common shares in the Merger. These factors should be considered in conjunction with the other information included, or incorporated by reference in, this proxy statement/prospectus.

Additional risks and uncertainties not presently known to Protonex or Ballard, or that are not currently believed to be important to you, also may adversely affect the combined company and its stockholders following the Merger. Risks Relat e d to the Merger Even if the Merger is completed, we may not be able to fully realize all of the projected synergies and anticipated benefits of the Merger.

The success of the Merger will depend on, among other things, the ability to realize anticipated revenue and cost savings, enhance the combined company’s global reach and to combine Ballard’s business with Protonex in a manner that potentially creates opportunities through strategic relationships, that does not materially disrupt existing relationships or otherwise result in decreased productivity and that allows Ballard to capitalize on the capabilities of the combined company. If these objectives are not achieved, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected.

The combined company may not realize projected revenue gains, cost savings and synergies in connection with the Merger on the timetable contemplated, if at all. In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized.

Actual revenue and cost synergies, if achieved at all, may not be achieved at the levels expected and may take longer than anticipated. If these challenges are not adequately addressed, Ballard and Protonex may be unable to realize the anticipated benefits of the integration of the two companies. An inability to realize the full extent of, or any of, the anticipated benefits of the Merger, as well as any delays encountered in the integration process, could have a material adverse effect on the combined company’s business and results of operations, which may affect the value of the combined company’s common shares. We may not realize the operating and financial benefits we expect from the Merger.

The post-acquisition integration of Ballard and Protonex may be complex, time-consuming and expensive, and may disrupt the day-to-day management and operation of our respective businesses. Both Ballard and Protonex have operated and, until the completion of the Merger, will continue to operate independently.

It is possible that the integration process could result in the disruption of Ballard’s or Protonex’s ongoing businesses or inconsistencies in standards, controls, procedures or policies that could adversely affect the ability of the combined company to maintain relationships with third parties and employees or to achieve the anticipated benefits of the Merger. After the Merger, the combined company may need to overcome significant challenges in order to realize any benefits or synergies from the Merger. Creating uniform business standards, procedures, policies, and information systems. The execution of these post-acquisition integration events involve considerable risks and may not be successfully implemented, or if implemented, on a timely basis. Ballard’s and Protonex’s business could suffer due to the announcement, pendency and consummation of the Merger.

The announcement, pendency and consummation of the Merger may have a negative impact on Ballard’s, Protonex’s, and the combined company’s ability to sell their respective products and services, attract and retain key management, technical, sales, or other personnel, maintain and attract new customers, and maintain strategic relationships with third parties. For example, Ballard and Protonex, and following consummation of the Merger, the combined company, may experience the deferral, cancellation or a decline in the size or rate of orders for its products or services or a deterioration in customer relationships. If this were to occur, Ballard’s and Protonex’s revenues, and the revenues of the combined company, could decline materially or any anticipated increases in revenue due to potential synergies or otherwise could be lower than expected. Also, speculation regarding the likelihood of the closing of the Merger could increase the volatility of Ballard’s common share price. Any such events could harm Ballard’s and Protonex’s, and following the Merger the combined company’s, operating results and financial condition.

The price of Ballard’s common shares may fluctuate, and the purchase price payable in the Merger will not be adjusted for any changes in the price of Ballard’s common shares. The consideration payable in connection with the Merger will be paid through the issuance to the stockholders of Protonex of approximately 11,214,912 of Ballard’s common shares (or approximately 0.1562 Ballard common shares for each share of Protonex common stock owned, based upon 71,803,021 fully diluted shares of Protonex common stock expected to be outstanding as of the date of the special meeting of Protonex stockholders). Under the Merger Agreement, other than as a result of reclassifications, stock splits, stock dividends and similar changes effected by Ballard, the number of Ballard’s common shares to be issued will not be adjusted even if the market price of Ballard’s common shares fluctuates between the date of the Merger Agreement and the closing date of the Merger. The market price of Ballard’s common shares at the closing of the Merger will likely vary from the market price at the date of this proxy statement/prospectus and at the date of the Protonex special meeting of stockholders. If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the stockholders of Protonex may be required to pay substantial U.S. Federal income taxes. It is a condition to the completion of the Merger that Protonex and Ballard each receive an opinion from outside legal counsel that, for U.S.

Federal income tax purposes, the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code. The opinions of outside legal counsel will be based on certain assumptions, representations and covenants made by Ballard and Protonex. If any of those representations, covenants and assumptions is inaccurate, the conclusions reached by counsel in such opinions may not apply. Moreover, the opinions of outside tax counsel do not bind the IRS nor do they prevent the IRS from adopting a contrary position. Neither Ballard nor Protonex has requested, or intends to request, a ruling from the IRS, with respect to the tax consequences of the Merger, and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. If the Merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code, Protonex stockholders will recognize gain or loss upon their receipt of Ballard common shares in connection with the Merger. For a more complete discussion of the tax consequences of the Merger, see the section entitled “The Merger Proposal—Material U.S.

Federal Income Tax Consequences of the Merger” beginning on page 46. The Merger is expected to result in an ownership change for Protonex and may result in an ownership change for Ballard under Section 382 of the Code, substantially limiting the use of the net operating loss, referred to as “NOL,” carryforwards and other tax attributes of Protonex and possibly of Ballard’s U.S.

Subsidiaries to offset future taxable income of the combined company. In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” within the meaning of Section 382 of the Code is subject to limitations on the utilization of net operating loss carryforwards, which we refer to as NOL carryforwards, generated prior to such ownership change to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (which is generally three years). If an ownership change occurs, Section 382 imposes an annual limitation on the amount of income against which pre-ownership change NOL carryforwards may be offset.

The annual limitation is generally equal to the value of the stock of the corporation immediately prior to the ownership change, multiplied by the adjusted federal tax-exempt rate set by the IRS. The Merger is expected to result in an ownership change for Protonex and may result in an ownership change for Ballard under Section 382 of the Code, potentially limiting the use of the NOL carryforwards of Protonex and Ballard’s U.S. Subsidiaries to offset future taxable income of the combined company for both federal and state income tax purposes. Whether the Merger results in an ownership change for Ballard and its U.S. Subsidiaries depends on other past and future changes in stock ownership. Moreover, the utilization of the combined company’s NOL carryforwards depends on the timing and amount of taxable income earned in the future, which neither Protonex nor Ballard is able to predict. These tax attributes are subject to expiration at various times in the future to the extent that they have not been applied to offset the taxable income of the combined company.

These limitations may affect the timing of when these NOL carryforwards can be used which, in turn, may impact the timing of when cash is used to pay the taxes of the combined company and could limit the benefits of NOL carryforwards for the business, financial condition or results of operations of the combined company. The Merger could cause Ballard or Protonex to lose key personnel, which could materially adversely affect the combined company’s business and require the combined company to incur substantial costs to recruit replacements for lost personnel. As a result of the Merger, Ballard’s current and prospective employees and Protonex’s employees could experience uncertainty about their future roles within the combined company. This uncertainty may adversely affect their ability or willingness to continue with the combined company, and the ability of the combined company to attract and retain key management, sales, marketing, and technical personnel. Any failure to retain and attract key personnel could have a material adverse effect on Ballard’s and Protonex’s current businesses and the business of the combined company after the completion of the Merger.

Some of Protonex’s officers and directors have conflicts of interest that may influence them to support or approve the issuance of Ballard common shares in connection with the Merger. Certain officers and directors of Protonex participate in arrangements that provide them with material interests in the Merger that are different from and in addition to those of Protonex’s stockholders, including, among others, the payment of certain change-of-control bonuses to executive officers and the acceleration of vesting of certain options 24. Held by executive officers and directors of Protonex upon a change of control, as well as certain indemnification arrangements for Protonex’s directors and officers. These interests, among others, may influence Protonex’s directors and officers to support or approve the Merger.

For a more detailed discussion, see the section entitled “The Merger Proposal — Interests of Certain Protonex Directors, Officers, and Affiliates in the Merger” on page 43. Ballard expects to incur significant costs as a result of the integration of its operations with Protonex. There are inconsistencies in standards, controls, accounting principles, procedures and policies, business cultures, and compensation structures between Ballard and Protonex. The integration of Ballard’s operations and the operations of Protonex and reconciling the inconsistencies in the standards, controls, accounting principles, procedures and policies, business cultures, and compensation structures between Ballard and Protonex may result in additional costs for the combined company. There are no assurances that such inconsistencies can be reconciled seamlessly or at all. The failure to reconcile such inconsistencies may lessen the anticipated benefits of the Merger.

We incur a variety of costs as a result of being a public company, and those costs may increase as a result of the Merger. As a Canadian public company and a foreign private issuer registered with the SEC under the Exchange Act, we incur significant legal, accounting, and other expenses. In addition, the Sarbanes-Oxley Act of 2002, as well as rules implemented by the SEC and the NASDAQ Stock Market, frequently require changes in corporate governance policies and practices of public companies. These rules and regulations increase legal and financial compliance costs and make some activities more time-consuming and costly. In addition, we incur additional costs associated with our Canadian and Exchange Act public company reporting requirements. As a result, implementation of disclosure controls, internal controls, and financial reporting systems complying with the requirements of Canadian and U.S.

Securities laws and accounting and auditing standards required as a result of our continued status as a reporting company following effectiveness of the Merger may be more difficult and costly than anticipated. Protonex stockholders will own a smaller percentage of Ballard than they currently own in Protonex. After completion of the Merger, Protonex stockholders will own a smaller percentage of Ballard than they currently own in Protonex. Protonex stockholders, in the aggregate, will own approximately 7.3% of Ballard’s outstanding common shares immediately after completion of the Merger (such ownership percentages are based on the number of Protonex and Ballard shares outstanding as of August 5, 2015, and will vary based upon the actual number of Ballard and Protonex shares outstanding as of the effective time of the Merger). Because of this, Protonex stockholders will have less influence over the management and policies of Ballard than they now have over the management and policies of Protonex. You may have difficulty bringing suit and enforcing judgments against Ballard. Because Ballard is organized under the laws of Canada and many of its directors and officers are residents of countries other than the United States, it may be more difficult for U.S.

Investors to effect service of process or to realize in the United States upon judgments of U.S. Courts predicated upon civil liabilities under the Exchange Act. Furthermore, it may be difficult for investors to enforce judgments of U.S. Courts based on civil liability provisions of the U.S.

Federal securities laws or state securities or “blue sky” laws in a foreign court against Ballard or any of its non-U.S. Resident officers or directors, or against non-U.S. Resident persons named as experts in this proxy statement/prospectus. After the Protonex stockholders have approved the Merger Agreement, Protonex may not terminate the Merger Agreement for any reason, such as a third-party’s proposal to acquire Protonex. After the Protonex stockholders approve the Merger Agreement, Protonex’s options are limited. For example, it may not participate in discussions or negotiations with a person making a competing proposal and may not terminate the Merger Agreement in order to accept another proposal to acquire Protonex. The common shares to be received by Protonex stockholders as a result of the Merger will have different rights from the shares Protonex common stock.

Upon consummation of the Merger, Protonex stockholders, other than those who properly exercise and perfect appraisal rights, will become Ballard stockholders, and their rights as stockholders will be governed by Ballard’s articles and by-laws as well as the CBCA. Certain of the rights associated with Ballard’s common shares are different from, and may be viewed as less favorable than, the rights associated with Protonex’s outstanding common stock. See “Comparison of Rights of Stockholders of Ballard and Protonex” beginning on page 96 of this proxy statement/ prospectus for a discussion of certain different rights associated with Ballard’s common shares.

The unaudited pro forma condensed combined financial statements included in this proxy statement/prospectus are preliminary and the actual financial condition and results of operations after the Merger may differ materially. The future results of the combined company may be materially different from those shown in the unaudited pro forma condensed combined financial statements presented in this proxy statement/prospectus, which show only a combination of the historical results of Ballard and Protonex. Ballard expects to incur significant costs associated with the completion of the Merger and combining the operations of the two companies, the exact magnitude of which is not yet known. In addition, these costs may decrease the capital that the combined company could use for revenue-generating investments in the future. Furthermore, potential growth, expected financial results, perceived synergies and anticipated opportunities may not be realized through the completion of the Merger. Risks Related to Ballard’s Business For additional risks related to Ballard’s business (and the business of the combined company after the Merger), see the section entitled “Risk Factors” in Ballard’s Annual Information Form dated February 26, 2015, attached as an exhibit to its Annual Report on Form 40-F for the year ended December 31, 2014 and incorporated by reference herein. Risks Related to Protonex’s Business The current market for off-grid and mobile industry systems is dependent on macroeconomic factors The developing market for off-grid and remote industry systems is expected to continue to grow because of its increasing strategic importance.

However, many of our customers and potential customers are dependent on the overall economy, government budgets and state and federal economic programs. Significant changes in these factors can have a positive or negative effect on the market for off-grid and remote power systems products.

Defense spending volatility could have an adverse impact on the business of Protonex On the whole defense spending in the USA has been volatile but with potential upsides in the areas of innovation, modernization and increased efficiency. Sequestration could have negative consequences for Protonex, both with respect to timing and volume of development programs with defense partners and with respect to product orders. Defense acquisition process changes could have an adverse impact on the business of Protonex The United States Department of Defense at times modifies its procurement processes, cycles, and regulations.

Protonex has been successful in understanding the very complex world of government procurement, but there can be no assurance that the government will not change its processes, regulations, and policies in a manner that will adversely affect Protonex’s ability to sell products and services to the Department of Defense, which in turn would harm Protonex’s business operations. If Protonex does not respond effectively and on a timely basis to rapid technological change, Protonex’s business could suffer. The markets in which Protonex operates are characterized by changing technology and evolving industry standards. There can be no assurance that Protonex’s current and future competitors will not be able to develop products or expertise comparable or superior to those Protonex has developed or to adapt more quickly than Protonex to new technologies, evolving industry standards or customer requirements. Failure or delays in Protonex’s ability to develop products to respond to industry or user trends or developments and the actions of Protonex’s competitors 26.

Could have a material adverse effect on Protonex’s business, results of operations and financial condition. Protonex’s ability to anticipate changes in technology, technical standards and product offerings will be a significant factor in the success of Protonex’s current business and expansion into new markets. Protonex’s business could suffer if it does not adequately protect its intellectual property rights As the intellectual property incorporated into its products become more complex, there remains a certain risk of possible patent infringement by Protonex. However, as a result of its unique position as a supplier of fuel cell and power manager systems, Protonex has filed applications for or obtained intellectual property rights (currently 94 patents granted or pending), which puts Protonex in a strong position relative to Protonex’s competitors. However, is it entirely possible that Protonex may incur legal expenses to defend these patents. Due to Protonex’s orientation as a provider of energy supply solutions, there is a risk that integration solutions are covered by intellectual property rights that have already been granted to others.

Protonex works continuously with experienced patent attorneys to ensure that it is operating in full compliance with the law by staying abreast of patents that may be relevant to Protonex. Protonex may not be able to enforce or protect Protonex’s intellectual property rights, which may harm Protonex’s ability to compete and harm Protonex’s business. Protonex’s future success will depend, in part, on Protonex’s ability to protect Protonex’s proprietary methodologies and other valuable intellectual property. Protonex’s ability to enforce Protonex’s intellectual property rights is subject to general litigation risks, as well as uncertainty as to the enforceability of Protonex’s intellectual property rights in various countries. To the extent that Protonex seeks to enforce Protonex’s rights, Protonex could be subject to claims that an intellectual property right is invalid, otherwise not enforceable, or is licensed to the party against whom Protonex is pursuing a claim. In addition, Protonex’s assertion of intellectual property rights may result in the other party seeking to assert alleged intellectual property rights or assert other claims against Protonex, which could harm Protonex’s business. If Protonex is not successful in defending such claims in litigation, Protonex may not be able to sell or license a particular service or product due to an injunction, or Protonex may have to pay damages that could, in turn, harm Protonex’s results of operations.

Protonex has granted the U.S. Government rights to some intellectual property in conjunction with government funded research and development, and the government may assert those rights. In addition, governments may adopt regulations, or courts may render decisions, requiring compulsory licensing of intellectual property to others, or governments may require that products meet specified standards that serve to favor local companies. Protonex’s inability to enforce Protonex’s intellectual property rights under these circumstances may harm Protonex’s competitive position and Protonex’s business. Protonex’s services or solutions could infringe upon the intellectual property rights of others and Protonex may be subject to claims of infringement of third-party intellectual property rights. Protonex cannot be sure that Protonex’s products do not infringe on the intellectual property rights of others.

Third parties may assert against Protonex or Protonex’s customers claims alleging infringement of patent, copyright, trademark, or other intellectual property rights to technologies or services that are important to Protonex’s business. Infringement claims could harm Protonex’s reputation, cost Protonex money and prevent Protonex from offering some products or solutions.

In Protonex’s contracts, Protonex generally agrees to indemnify Protonex’s clients for certain expenses or liabilities resulting from potential infringement of the intellectual property rights of third parties. In some instances, the amount of Protonex’s liability under these indemnities could be substantial. Any claims that Protonex’s products, services or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims, may result in significant costs in defending and resolving such claims, and may divert the efforts and attention of Protonex’s management and technical personnel from Protonex’s business. In addition, as a result of such intellectual property infringement claims, Protonex could be required or otherwise decide that it is appropriate to: pay third-party infringement claims; discontinue using, licensing, or selling particular products subject to infringement claims; discontinue using the technology or processes subject to infringement claims; 27. Develop other technology not subject to infringement claims, which could be costly or may not be possible; and/or license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms. The occurrence of any of the foregoing could result in unexpected expenses or require Protonex to recognize an impairment of Protonex’s assets, which would reduce the value of Protonex’s assets and increase expenses. In addition, if Protonex alters or discontinues Protonex’s offering of affected products, Protonex’s revenue could be affected.

If a claim of infringement were successful against Protonex or Protonex’s clients, an injunction might be ordered against Protonex’s client or Protonex’s own services or operations, causing further damages. Protonex expects that the risk of infringement claims against Protonex will increase if Protonex’s competitors are able to obtain patents or other intellectual property rights for software products and methods, technological solutions, and processes. Protonex may be subject to intellectual property infringement claims from certain individuals or companies who have acquired patent portfolios for the primary purpose of asserting such claims against other companies. The risk of infringement claims against Protonex may also increase as Protonex continues to develop Protonex’s intellectual property and sell additional products. Any infringement claim or litigation against Protonex could have a material adverse effect on Protonex’s business, results of operations and financial condition.

Protonex may fail to adequately protect Protonex’s proprietary technology, which would allow competitors or others to take advantage of Protonex’s research and development efforts. Protonex relies upon trade secrets, proprietary know-how, and continuing technological innovation to develop new products and to remain competitive. If Protonex’s competitors learn of Protonex’s proprietary technology or processes, they may use this information to produce products that are equivalent or superior to Protonex’s products, which could materially adversely affect Protonex’s business, operations and financial position. Protonex’s employees and consultants may breach their obligations not to reveal Protonex’s confidential information, and any remedies available to Protonex may be insufficient to compensate Protonex’s damages. Even in the absence of such breaches, Protonex’s trade secrets and proprietary know-how may otherwise become known to Protonex’s competitors, or be independently discovered by Protonex’s competitors, which could adversely affect Protonex’s competitive position. Protonex relies on third parties for the manufacture of certain product components.

Protonex purchases the components and equipment it needs to manufacture its fuel cell and power management systems from various manufacturers and does not produce them itself. The supplier industry for Protonex components is, however, only partially prepared for the specific requirements of the developing mass market for fuel cells and power managers.

To avoid overdependence on certain suppliers, Protonex is working to diversify its suppliers and is entering into intensive cooperative projects to that end. Arrangements have been made with suitable second suppliers for some components.

Supply chain risks are being reduced through professional quality management and supplier management. Nevertheless, insufficient availability of all components procured from suppliers poses a risk in the event that these components cannot be made available on time, at the planned cost, or in the required quality. There is also the risk of the loss of a supplier. Another risk is having claims asserted against Protonex if Protonex is unable to make all deliveries under master agreements, based on inability to procure components within the planned time or cost. Financial and Liquidity Risks Protonex’s strategic orientation requires continued expenditures, which must be financed to ensure future business success, particularly in the areas of product development and tapping additional market segments and new regions.

Thanks to Protonex’s customer structure (high percentage of industrial customers, military customers), there were no significant payment defaults in 2014 not addressed through write-downs. However, as Protonex expands sales to commercial customers and foreign governments, payment defaults could increase. Regulatory risks The business in which Protonex operates is often regulated. That is because it produces, distributes, and markets complex technical products, distributes them in markets with demanding safety requirements (such as military organizations), and is subject to highly complex, sometimes non-uniform regulatory background conditions in various markets and countries. Protonex depends on a small number of large customers and the loss of one or more major customers could have a material adverse effect on Protonex’s business, financial condition and results of operations. For the fiscal year ended September 30, 2014, Protonex’s top five customers, in aggregate, generated approximately 79% of Protonex’s revenue with no one customer representing greater than 37%. Protonex expects that Protonex’s top five customers will continue to account for a significant portion of Protonex’s revenue for the foreseeable future.

For fiscal year 2014, one large customer constituted approximately 37% of total revenues. For fiscal year 2015 YTD, two large customers constituted approximately 40% and 12% of total revenues, respectively. It is possible that any of Protonex’s large customers could decide to terminate their relationships with Protonex. The loss of one or more of Protonex’s top five customers, or a substantial decrease in demand by any of those customers for Protonex’s products, could have a material adverse effect on Protonex’s business, and result in a decline in financial condition. Additionally, Protonex’s large customers have substantial negotiating leverage, which may require that Protonex agree to terms and conditions that result in increased cost of sales, decreased revenues and lower average selling prices and gross margins, all of which could harm Protonex’s operating results. If Protonex’s products or systems experience data security breaches or there is unauthorized access to or release of Protonex’s customers’ data, Protonex may lose current or future customers and Protonex’s reputation and business may be harmed and may incur liabilities to repair or replace Protonex’s systems or in connection with litigation or regulatory enforcement actions that may result from such breaches.

If Protonex’s security measures are breached as a result of a third-party action, employee error or otherwise, and as a result customers’ information becomes available to unauthorized parties, Protonex could incur liability, Protonex may lose revenues and Protonex’s reputation would be damaged. This could lead to the loss of current and potential customers. If Protonex experiences any breaches of Protonex’s network security due to unauthorized access, sabotage, or human error, Protonex may be required to expend significant capital and other resources to remedy, protect against or alleviate these and related problems. Protonex also may not be able to remedy these problems in a timely manner, or at all. Even the perception that the customer information is not satisfactorily protected or does not meet regulatory requirements or that Protonex’s systems are unsecure or unstable could inhibit sales of Protonex’s products, and could limit adoption of Protonex’s products.

The property and business interruption insurance Protonex carries may not provide coverage adequate to compensate Protonex fully for losses that may occur or litigation that may be instituted against Protonex in these circumstances. Protonex could be required to make significant expenditures to repair Protonex’s systems in the event that they are damaged or destroyed, or if the delivery of Protonex’s services to Protonex’s customers is disrupted, and Protonex’s business and results of operations could be harmed. Protonex faces intense and growing competition. If Protonex is unable to compete successfully, Protonex’s business will be seriously harmed through loss of customers or increased negative pricing pressure. The market for Protonex’s products is extremely competitive. Protonex’s competitors vary in size and in the variety of products.

Some of Protonex’s current and potential direct competitors have longer operating histories, significantly greater financial, technical, marketing and other resources than Protonex does, greater brand recognition and, Protonex believes, a larger base of customers. In addition, competitors may operate more successfully or form alliances to acquire significant market share. These direct competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote more resources to the promotion, sale and development of their products than Protonex and there can be no assurance that Protonex’s current and future competitors will not be able to develop products comparable or superior to those offered by Protonex at more competitive prices.

As a result, in the future, Protonex may suffer from an inability to offer 29. Competitive products or be subject to negative pricing pressure that would adversely affect Protonex’s ability to generate revenue and adversely affect Protonex’s operating results. Protonex’s business will be adversely affected if Protonex cannot successfully retain key members of Protonex’s management team or retain, hire, train and manage other key employees, particularly in the engineering, sales and customer service areas. Protonex’s continued success is largely dependent on the personal efforts and abilities of Protonex’s executive officers and senior management, including Protonex’s President and Chief Executive Officer and Protonex’s executive management team. Protonex’s success also depends on Protonex’s continued ability to attract, retain, and motivate key employees throughout Protonex’s business. In particular, Protonex is substantially dependent on Protonex’s skilled technical employees and Protonex’s sales and customer service employees. Competition for skilled technical, sales and customer service professionals is intense and Protonex’s competitors often attempt to solicit Protonex’s key employees and may be able to offer them employment benefits and opportunities that Protonex cannot.

There can be no assurance that Protonex will be able to continue to attract, integrate or retain highly qualified personnel in the future. In addition, Protonex’s ability to achieve significant growth in revenue will depend, in large part, on Protonex’s success in effectively training sufficient numbers of technical, sales and customer service personnel. New employees require significant training before they achieve full productivity. Protonex’s recent and planned hires may not be as productive as anticipated, and Protonex may be unable to hire sufficient numbers of qualified individuals. If Protonex is not successful in retaining Protonex’s existing employees, or hiring, training and integrating new employees, or if Protonex’s current or future employees perform poorly, growth in the sales of Protonex’s services may not materialize and Protonex’s business will suffer.

Protonex’s sales cycle is lengthy and variable, depends upon many factors outside Protonex’s control, and could cause Protonex to expend significant time and resources prior to earning associated revenues. The typical sales cycle for Protonex’s products and services is lengthy and unpredictable, requires evaluation by a significant number of employees in Protonex’s customers’ organizations, and often involves a significant operational decision by Protonex’s customers.

Protonex’s sales efforts involve educating Protonex’s customers about the use and benefits of Protonex’s products, including the technical capabilities of Protonex’s products and the potential cost savings achievable by organizations deploying Protonex’s products. Customers typically undertake a significant evaluation process, which frequently involves not only Protonex’s products, but also those of Protonex’s competitors and can result in a lengthy sales cycle. Moreover, a purchase decision by a potential customer typically requires the approval of several senior military and / or civilian decision makers. Protonex’s sales cycle for new customers is typically one to two years and can extend even longer in some cases. Protonex spends substantial time, effort and money in Protonex’s sales efforts without any assurance that Protonex’s efforts will produce any sales. In addition, Protonex sometimes commits to include specific functions in Protonex’s base product offering at the request of a customer or group of customers and are unable to recognize product revenues until the specific functions have been added to Protonex’s products.

Providing this additional functionality may be time consuming and may involve factors that are outside of Protonex’s control. The lengthy and variable sales cycle may also have a negative impact on the timing of Protonex’s revenues, causing Protonex’s revenues and results of operations to vary significantly from period to period.

Failure to meet customer expectations on the implementation of Protonex’s products could result in negative publicity and reduced sales, both of which would significantly harm Protonex’s business, results of operations, financial condition and growth prospects. Protonex provides its customers with upfront estimates regarding the duration, budget and costs associated with development efforts. Failing to meet these upfront estimates and the expectations of Protonex’s customers for Protonex’s development efforts could result in a loss of customers and negative publicity regarding Protonex and Protonex’s products and services, which could adversely affect Protonex’s ability to attract new customers and sell additional products and services to existing customers.

Such failure could result from Protonex’s product and/or development capabilities. The consequences could include customer’s refusal to pay the products or service. In addition, cost overruns on development projects increase Protonex’s costs and adversely affecting Protonex’s business results and financial condition.

If Protonex is unable to develop, introduce and market new and enhanced versions of Protonex’s products, Protonex may be put at a competitive disadvantage. Protonex’s success depends on Protonex’s continued ability to develop, introduce and market new and enhanced versions of Protonex’s products to meet evolving customer requirements. However, Protonex cannot guarantee that this process can be maintained. If Protonex fails to develop new products or enhancements to Protonex’s existing products, Protonex’s business could be adversely affected, especially if Protonex’s competitors are able to introduce products with enhanced functionality. Protonex plans to continue Protonex’s investment in product development in future periods. It is critical to Protonex’s success for Protonex to anticipate changes in technology, industry standards and customer requirements and to successfully introduce new, enhanced and competitive products to meet Protonex’s customers’ and prospective customers’ needs on a timely basis. However, there can be no assurance that revenues will be sufficient to support the future product development that is required for Protonex to be competitive.

Although Protonex may be able to release new products in addition to enhancements to existing products, Protonex cannot guarantee that Protonex’s new or upgraded products will be accepted by the market, will not be delayed or canceled, will not contain errors or “bugs” that could affect the performance of the products or cause damage to users’ equipment, or will not be rendered obsolete by the introduction of new products or technological developments by others. If Protonex fails to develop products that are competitive in technology and price or that fail to meet customer needs, Protonex’s market share will decline and Protonex’s business and results of operations could be harmed. Litigation could result in substantial costs to Protonex and Protonex’s insurance may not cover these costs.

There is a risk that Protonex’s products may not perform up to expectations. While Protonex attempts to contractually limit Protonex’s liability for damages arising from the use of Protonex’s products, there can be no assurance that they will be enforceable in all circumstances or in all jurisdictions. Furthermore, litigation, regardless of contractual limitations, could result in substantial cost to Protonex’s divert management’s attention and resources from Protonex’s operations and result in negative publicity that Protonex’s ongoing marketing efforts and therefore Protonex’s ability to maintain and grow Protonex’s customer base. Although Protonex has general liability insurance in place, there is no assurance that this insurance will cover these claims or that these claims will not exceed the insurance limit under the company’s current policies. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This proxy statement/prospectus and the documents incorporated by reference herein contain certain “forward-looking information” and “forward-looking statements” as defined under applicable Canadian and U.S. Securities laws (collectively, “forward-looking statements”). All statements, other than statements of historical fact, are forward-looking statements.

When used in this proxy statement/prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect,” “plan,” “predict,” “may,” “should,” “will,” “could” or the negatives of these words or other variations thereof and comparable terminology are intended to identify forward-looking statements. Or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Although we have attempted to identify important factors that could cause actual results to differ materially from forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, described or intended. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect changes in assumptions or the occurrence of anticipated or unanticipated events, except as required by law.

Except for our ongoing obligation to disclose material information under U.S. Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events, or to report the occurrence of unanticipated events. We expressly qualify in their entirety all forward-looking statements attributable to Ballard, Protonex or the combined company, or any person acting on their behalf, by the foregoing cautionary statements. EXCHANGE RATE INFORMATION The following table shows, for the periods indicated, information concerning the exchange rate between the Canadian dollar and the U.S.

The data provided in the following table are expressed in U.S. Dollars per Canadian dollar and are based on the noon exchange rates published by the Bank of Canada for the Canadian dollar. This information is provided solely for your information, and Ballard and Protonex do not represent that Canadian dollars could be converted into U.S.

Dollars at these rates or at any other rate. On June 26, 2015, the last trading day before the Merger Agreement was announced, the noon exchange rate between the U.S. Dollar and the Canadian dollar expressed in U.S. Dollars per Canadian dollar as reported by the Bank of Canada was 0.8091. On the date of this proxy statement/prospectus, the noon exchange rate between the U.S.

Dollar and the Canadian dollar expressed in U.S. Dollars per Canadian dollar as reported by the Bank of Canada was 0.7603.

Period-End Rate(1) Average Rate(2) High Low Recent Monthly Data August 2015 (through August 4) 0.7619 0.7619 0.7619 0.7619 July 2015 0.7665 0.7773 0.7958 0.7657 June 2015 0.8017 0.8087 0.8191 0.7968 May 2015 0.8022 0.8207 0.8368 0.8010 April 2015 0.8252 0.8110 0.8365 0.7929 March 2015 0.7885 0.7924 0.8039 0.7811 February 2015 0.7995 0.8000 0.8063 0.7915 Annual Data (Year ended December 31) 2015 (through August 4) 0.7619 0.8042 0.8527 0.7619 2014 0.8620 0.9054 0.9422 0.8589 2013 0.9402 0.9710 1.0164 0.9348 2012 1.0051 1.0004 1.0299 0.9599 2011 0.9833 1.0111 1.0583 0.9430 33. (1) The period-end rate is the noon exchange rate for the Canadian dollar on the last business day of the applicable period, as published by the Bank of Canada. (2) The average rates for the monthly periods were calculated by taking the simple average of the daily noon exchange rates for the Canadian dollar, as published by the Bank of Canada.

The average rates for the annual periods were calculated by taking the simple average of the noon exchange rates on the last business day of each month during the relevant period, as published by the Bank of Canada. SPECIAL MEETING OF PROTONEX STOCKHOLDERS Date, Time and Place This proxy statement/prospectus is furnished in connection with the solicitation by the Board of Directors of Protonex of proxies to be voted at a special meeting of stockholders of Protonex to be held at 10:00 a.m. E.D.T. On, 2015 at the offices of Protonex, 153 Northboro Road, Southborough, Massachusetts, United States, and any and all adjournments thereof, for the purpose set forth in the accompanying Notice of Special Meeting. This proxy statement/prospectus is first being furnished to our stockholders on or about, 2015. Purpose of Protonex Special Meeting The purpose of the Meeting is for Protonex stockholders to consider and vote upon the proposal to adopt and approve the Merger Agreement by and among Ballard, Merger Sub, and Protonex, pursuant to which Merger Sub will merge with and into Protonex, with Protonex surviving as a wholly-owned subsidiary of Ballard, and Ballard will issue common shares to the stockholders of Protonex in exchange for all issued and outstanding shares of Protonex common stock, as more fully described in the attached proxy statement/prospectus. A copy of the Merger Agreement is attached as Appendix A to the accompanying proxy statement/prospectus, and to act on such other matters as may be properly brought before the special meeting, or any adjournment or postponement thereof. Record Date, Outstanding Shares and Quorum Only stockholders of record at the close of business on, 2015, the record date, are entitled to notice of, and to vote at, the special meeting and at any adjournment thereof.

As of such date, there were shares of common stock of Protonex issued and outstanding. Each share is entitled to one vote with respect to all matters to be acted upon at the special meeting. The holders of one-third of Protonex’s common stock outstanding and entitled to vote, represented at the special meeting in person or by proxy, shall constitute a quorum for the transaction of business. Share Ownership by, and Voting Rights of, Protonex’s Directors and Executive Officers When considering the recommendation of Protonex’s board of directors, you should be aware that certain of our executive officers and directors have interests in the Merger other than their interests as Protonex’s stockholders generally, as well as pursuant to individual agreements with certain officers and directors. These interests are different from your interests as an Protonex stockholder, however, the members of our board of directors have taken these additional interests into consideration. A “change in control” for purposes of the individual award agreements, employment agreements, and Protonex plans discussed below is deemed to occur upon, among other things, the consummation of a merger or consolidation of Protonex with or into another entity.

The Merger will constitute a change in control for purposes of these agreements and plans. Certain of our directors and executive officers hold stock options to acquire shares of our common stock. Pursuant to their award agreements under Protonex’s equity compensation plans, one half of any stock options issued to the directors and executive officers in their capacity as directors and executive officers and that remain unvested will become fully vested and exercisable prior to the change in control of Protonex. At the close of business on the record date for the special meeting, Protonex’s directors and executive officers and their affiliates beneficially owned and had the right to acquire approximately shares of Protonex common stock at the special meeting, which represents approximately% of the Protonex common stock entitled to vote at the special meeting. Certain of Protonex’s directors, beneficial owners of Protonex common stock, and executive officers have entered into support agreements with Ballard pursuant to which they have agreed to vote their shares “FOR” the adoption of the Merger Agreement. It is expected that Protonex’s executive officers will vote their shares “FOR” the adoption of the Merger Agreement. How to Vote If you are entitled to vote at the special meeting and hold your shares in your own name, you can submit a proxy or vote in person by completing a ballot at the special meeting.

However, Protonex encourages you to submit a proxy before the special meeting even if you plan to attend the special meeting in order to ensure that your shares are voted. A proxy is a legal designation of another person to vote your shares of Protonex common stock on your behalf. If you hold shares in your own name, you may submit a proxy for your shares by filling out, signing and dating the enclosed proxy card and mailing it in the prepaid envelope included with these proxy materials. Ubiq UBQ Mining With Laptop. Protonex encourages its stockholders to submit their proxies using this method whenever possible.

Stockholders Sharing an Address Only one copy of this proxy statement/prospectus is being delivered to Protonex stockholders residing at the same address, unless Protonex stockholders have notified Protonex of their desire to receive multiple copies of this proxy statement/prospectus. This is known as householding. Protonex will promptly deliver, upon oral or written request, a separate copy of this proxy statement/prospectus to any Protonex stockholder residing at an address to which only one copy was mailed. Stockholders who do not receive a separate copy of this proxy statement/prospectus and who want to receive a separate copy may request to receive a separate copy of this proxy statement/prospectus by writing to Investor Relations at Protonex Technology Corporation, 153 Northboro Road, Southborough, Massachusetts, United States. Protonex undertakes to deliver promptly a copy of this proxy statement/prospectus upon the receipt of such request.

Stockholders who share an address and receive multiple copies of this proxy statement/prospectus may also request to receive a single copy by following the instructions above. Revocation of Proxies You may revoke your proxy and/or change your vote at any time before your proxy is voted at the special meeting. Abstentions and Broker Non-Votes If you abstain from voting, either in person or by proxy, or do not instruct your broker or other nominee how to vote your shares, it will have the same effect as a vote “AGAINST” the Merger Agreement. Whether or not you plan to attend the special meeting in person, please complete, sign, date and return promptly the enclosed proxy card. If you hold shares through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee. Proxy Solicitation Protonex will pay the cost of distributing and soliciting proxies. This proxy solicitation is being made by Protonex on behalf of its board of directors.

In addition to solicitation by use of the mail, Protonex’s and Ballard’s directors, officers and employees may also solicit proxies in person or by telephone, electronic mail, facsimile transmission or other means of communication. Protonex will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of Protonex common stock that the brokers and fiduciaries hold of record. Stockholders should not send stock certificates with their proxies. If approved, a letter of transmittal and instructions for the surrender of Protonex common stock certificates will be mailed to Protonex stockholders shortly after the completion of the Transaction. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF BALLARD AND PROTONEX Ballard The following table sets forth information with respect to the beneficial ownership of Ballard’s common shares as of August 5, 2015 for: Each stockholder known by Ballard to beneficially own more than 5% of Ballard’s common shares; Each of Ballard’s directors and executive officers; and All of Ballard’s directors and executive officers as a group. The percentage of ownership indicated in the following table is based on 141,957,346 common shares of Ballard outstanding as of August 5, 2015, which amount includes shares underlying stock options that are currently exercisable or become exercisable within 60 days of August 5, 2015. Beneficial ownership is determined in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of common stock issuable upon the exercise of stock options and warrants that are currently exercisable or exercisable within 60 days. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them. The information is not necessarily indicative of beneficial ownership for any other purpose. Total Ballard Common Shares Owned Percent of Total Common Shares 5% Stockholders None%% Directors and Executive Officers: Ian A. Bourne, Chair 26,824 * Doug Hayhurst 5,000 * Ed Kilroy 2,752 * Randall MacEwen 0 * Jim Roche 0 * Carol M. Stephenson 3,550 * David B. Sutcliffe 3,600 * Ian Sutcliffe 10,000 * Tony Guglielmin, Vice President, Chief Financial Officer 380,540 (1) * Paul Cass, Vice President, Chief Operations Officer 333,046 (2) * Christopher Guzy, Vice President and Chief Technology Officer 175,208 (3) * Steven W.

Karaffa, Vice President and Chief Commercial Officer 66,976 (4) * All Directors and Executive Officers as a Group (12 persons) 1,007,496 *. * Less than 1% of the issued and outstanding common shares (1) Includes 156,436 common shares and options exercisable to purchase 224,104 common shares within 60 days of August 5, 2015. (2) Includes 108,942 common shares and options exercisable to purchase 224,104 common shares within 60 days of August 5, 2015. (3) Includes 120,001 common shares and options exercisable to purchase 55,207 common shares within 60 days of August 5, 2015.

(4) Includes 8,643 common shares and options exercisable to purchase 58,333 common shares within 60 days of August 5, 2015. Protonex The following table sets forth information with respect to the beneficial ownership of Protonex’s common stock as of August 6, 2015 for: Each stockholder known by Protonex to beneficially own more than 5% of Protonex’s common stock; Each of Protonex’s directors and executive officers; and All of Protonex’s directors and executive officers as a group. The percentage of ownership indicated in the following table is based on 77,791,893 shares of common stock outstanding as of August 6, 2015, which amount includes shares underlying stock options, that are currently exercisable or become exercisable, based on a cash exercise, within 60 days of such date. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of common stock issuable upon the exercise of stock options and warrants that are currently exercisable or exercisable within 60 days. The beneficial ownership information in the table give effect to the acceleration of vesting of certain options that would occur upon consummation of the Merger.

Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them. The information is not necessarily indicative of beneficial ownership for any other purpose. Total Protonex Common Stock Shares Owned(1) Percent of Total Common Stock 5% Stockholders Parker Hannifin Corporation 6,531,500 8.40% Parker Hannifin Foundation 6,200,000 7.97% Goldman Sachs International 5,785,000 7.44% Conduit Ventures Fund (2) 5,575,642 7.17% Edward J. Stewart (3) 3,946,342 5.07% Silicon Alley Seed Investors LP 3,600,647 4.63% Directors and Executive Officers: John N. Butt (2) 5,575,642 7.17% Kenneth F. Colucci 556,750 0.72% John J. Connolly 628,750 0.81% Charles R.

Holland 822,750 1.06% Paul Osenar 4,655,334 5.98% Scott A. Pearson 2,869,786 3.69% Edward J. Stewart (3) 3,960,592 5.09% Christopher R. Schuster 990,588 1.27% David Ierardi 1,045,273 1.34% Philip Robinson 1,175,085 1.51% All Directors and Executive Officers as a Group (10 persons) 22,280,550 28.64%.

(1) Consists of direct and indirect ownership of shares, including stock options that are currently exercisable or exercisable, based on a cash exercise, within 60 days of August 6, 2015. (2) John Butt is the Chief Executive of Conduit Ventures Ltd, an affiliate of Conduit Ventures Fund. Represents shares held by Conduit Ventures Fund. (3) Represents shares held by Edward J. Stewart in his individual capacity and shares held by New England Capital Fund of New England, of which Mr. Stewart has the right to vote. THE MERGER PROPOSAL The following is a description of the material aspects of the Merger. While we believe that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to Ballard stockholders and Protonex stockholders.

We encourage you to carefully read this entire proxy statement/prospectus, including “Merger Agreement” starting on page 56 and the Merger Agreement attached to this proxy statement/prospectus as Appendix A, for a more complete understanding of the Merger. Overview The Ballard and Protonex boards of directors approved, and, on June 29, 2015, Ballard and Protonex entered into, the Merger Agreement, which provides for Merger Sub, a newly formed and wholly-owned subsidiary of Ballard, to be merged with and into Protonex, with Protonex surviving the Merger as a wholly-owned subsidiary of Ballard. At the effective time of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Protonex common stock outstanding immediately prior to the effective time, other than common shares held by stockholders that exercise appraisal rights under applicable law, will be converted into the right to receive a number of Ballard common shares, equal to (i) U.S.$30,000,000 million less Protonex’s net debt and transaction expenses at the time of closing, divided by U.S. $2.28 divided by; (ii) the number of shares of Protonex common stock issued and outstanding immediately prior to closing. Ballard expects to issue, pursuant to the Merger Agreement, up to 11,214,912 common shares (including 628,732 shares to be deposited into escrow). On a per share basis, you will be entitled to receive approximately 0.1562 of a Ballard common share for each share of Protonex common stock you hold as of the effective time of the Merger. The aggregate number Ballard common shares to be issued pursuant to the Merger Agreement will vary depending on a number of factors, including the amount of the estimated net debt of Protonex at closing.

The Merger Agreement does not provide for an adjustment in the aggregate number of Ballard common shares to be issued by Ballard to Protonex’s stockholders in the Merger in the event of fluctuations in the market value of Ballard’s common shares up through the closing date. However, the number of shares to be issued by Ballard pursuant to the Merger Agreement is subject to adjustment based on Protonex’s net debt as of the closing date of the Merger.

We currently estimate that, if the Merger closes on September 30, 2015, Ballard would issue 11,214,912 shares (including 628,732 shares to be deposited into escrow), which would represent approximately 7.3% of Ballard’s outstanding common shares as of the date of this proxy statement/prospectus (after giving effect to such issuance), assuming Protonex net debt and transaction expenses equal U.S. Protonex’s actual results of operations between the date of the financial information included in this proxy statement/prospectus and the closing date may differ from the forecasted results used in this estimate, resulting in differences between the forecast and actual amounts of Protonex’s net debt, including transaction expenses, as of the closing date of the Merger. See “Merger Agreement” on page 56 of this proxy statement/prospectus for further information relating to the potential amount of shares to be issued by Ballard in the Merger. Pursuant to an escrow agreement to be entered into between Ballard, Edward J.

Stewart, as stockholder representative, and U.S. Bank, National Association, as escrow agent, Ballard will deposit approximately 628,732 common shares payable to the Supporting Stockholders, or 10% of the total Merger consideration payable to the Supporting Stockholders, into an escrow account maintained by the escrow agent. These common shares will be used to cover indemnification claims by Ballard pursuant to the terms of the Merger Agreement, which shares will be released 12 months after the closing of the Merger, subject to any then pending claims. In addition, each of the Protonex stockholders that executed a support agreement has agreed that the Ballard common shares to be received by such Supporting Stockholder in the Merger are subject to lock-up restrictions, which restrictions will lapse with respect to one-half of such Ballard common shares at the six and 12-month anniversaries of the closing date of the Merger. Such Supporting Stockholder has agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Ballard common shares during the lock-up period.

Background of the Merger The management of Protonex continually evaluates opportunities to achieve growth for the business, both through organic measures as well as through M&A activities such as acquisitions and business combinations. In the fall of 2013, the management of the Protonex hired financial advisors KPMG Corporate Finance LLC (“ KPMG”) on an exclusive basis to explore strategic alternatives, including a potential sale of the business. Under this engagement, Protonex management and its advisors reviewed and considered various strategic opportunities available in the form of a possible sale of the business, or a business combination with a third party. Management and its advisors held various conversations with representatives of prospective acquirers and investors in connection with potential business combination transactions. None of these conversations or activities ultimately progressed to an executed, non-binding term sheet with the exception of discussions held with Ballard.

Protonex management began discussions with representatives of Ballard in the spring of 2014 toward the possibility of a strategic combination of the businesses. These discussions were primarily held between Protonex executives Dr. Paul Osenar (President and CEO), Chris Schuster (CFO and Treasurer) and Phil Robinson (VP of Electronics and Power Systems), and Ballard representatives Karim Kassam (VP of Corporate Development) and Kevin Colbow (VP of Technology Solutions). On March 5, 2014, the two parties entered into a confidentiality agreement relating to a potential transaction; however, the parties were unable to agree to terms, and discussions were discontinued for a period of time. In the first quarter of calendar year 2015, as a result of ongoing internal discussions and continued interest, Ballard resumed discussions with Protonex management regarding the opportunity for a transaction.

A number of additional discussions took place, including in-person meetings between representatives of Protonex and Ballard at KPMG’s offices in Chicago on March 16, 2015 and at Protonex’s Massachusetts facility on April 15, 2015. On April 30, 2015, Ballard delivered a preliminary term sheet formally expressing Ballard’s interest in pursuing an acquisition of Protonex, with key terms including a 60-day period of exclusivity. Protonex management, together with representatives of KPMG, reviewed the term sheet to assess the suitability of the terms and the related proposed transaction, as well as identify any terms which might be of particular concern to the board and/or Protonex stockholders.

On May 7, 2015, a meeting of the Protonex board of directors was held, in which the board reviewed the preliminary term sheet extensively and agreed on revising certain elements. Protonex delivered the agreed-upon revised terms, including an increase in the proposed purchase price, to Ballard.

Following discussions between Protonex management and Ballard on proposed purchase price, structure and terms, which included a visit by Dr. Osenar and Mr. Robinson to Ballard’s Vancouver, British Columbia operations to meet with Ballard management and discuss a potential transaction, Ballard delivered a revised term sheet on May 13, 2015. The term sheet provided for consideration to be paid in Ballard common stock, with the assumption of all Protonex indebtedness, and called for certain closing conditions including formal approval by Ballard’s board of directors, and receipt of required consents and regulatory approvals. Following ongoing consultation with Protonex’s board of directors and KPMG advisors, Dr. Osenar executed the non-binding term sheet on May 20, 2015. Following execution of the revised term sheet, Ballard, along with its advisors, launched comprehensive due diligence efforts into the business and financial condition of Protonex through conference calls, on-site meetings, and review of diligence information provided through a virtual data room. On June 8, 9, and 10, 2015, representatives of Ballard visited Protonex headquarters for further diligence meetings and to facilitate direct interaction with various counterparts in operations, engineering, human resources, sales, and finance and accounting.

These on-site meetings included discussions on the organization of the combined operations upon consummation of a potential transaction. Ballard attendees on this visit included Mr. Guglielmin, Mr. Kassam and other vice presidents and senior business leaders. From late May 2015 until late June 2015, the parties and their respective outside legal counsel engaged in intense negotiations regarding the provisions contained in the Merger Agreement and Support Agreement. The specific terms of a Merger agreement were approved by the Protonex’ Board of Directors on June 23 and by Ballard’s Board of Directors on June 26 th 2015.

The finalized merger agreement was signed by both parties effective June 29 th 2015. How To Build A BURST Mining Computer 2018. Recommendations of the Protonex Board of Directors; Protonex’s Reasons for the Transaction On June 23, 2015, the Protonex board of directors approved the Merger Agreement and recommended that Protonex stockholders adopt the Merger Agreement and approve the Merger. In considering reasons for the Merger, stockholders should be aware that Protonex directors may have interests in the Merger that may be different from, or in addition to, the interests of Protonex stockholders generally. Board and management are inherently subject to risks and uncertainties.

Should expectations not come to fruition, the actual results, performance or achievements of the contemplated merger may vary materially from those potential outcomes described above. Interests of Certain Protonex Directors, Officers, and Affiliates in the Merger When considering the recommendation of Protonex’s board of directors, you should be aware that certain of Protonex’s executive officers and directors have interests in the Merger other than their interests as Protonex stockholders generally, pursuant to individual agreements with certain officers and directors. These interests are different from your interests as a Protonex stockholder, however, the members of Protonex’s board of directors have taken these additional interests into consideration. The table below shows, for each of Protonex’s directors and executive officers who beneficially own Protonex common stock, the number of shares of common stock held by such person and gives effect to the acceleration of vesting of certain options that would occur upon a consummation of the Merger: Directors and Executive Officers: Total Shares of Protonex Common Stock Owned(1) Percent of Total Common Stock(4) Value of Such Stock in Merger(1)(5) John N. Butt (2) 5,575,642 7.17% $ 1,153,257 Kenneth F. Colucci 556,750 0.72% $ 48,758 John J.

Connolly 628,750 0.81% $ 57,406 Charles R. Holland 822,750 1.06% $ 49,786 Paul Osenar 4,655,334 5.98% $ 720,823 Scott A. Pearson 2,869,786 3.69% $ 489,717 Edward J. Stewart (3) 3,960,592 5.09% $ 805,633 Christopher R. Schuster 990,588 1.27% $ 116,884 David Ierardi 1,045,273 1.34% $ 121,727 Philip Robinson 1,175,085 1.51% $ 170,758 All Directors and Executive Officers as a Group (10 persons) 22,280,550 28.64% $ 3,734,748. (1) The share totals and the calculation of value of such shares include direct and indirect ownership of shares, including stock options that are currently exercisable or exercisable within 60 days of August 6, 2015. The calculation of share totals assumes a cash exercise, whereas the net value of the shares assumes a cashless exercise.

(2) John Butt is the Chief Executive of Conduit Ventures Ltd, an affiliate of Conduit Ventures Fund. Represents shares held by Conduit Ventures Fund. (3) Represents shares held by Edward J. Stewart in his individual capacity and shares held by New England Capital Fund of New England, of which Mr. Stewart has the right to vote. (4) The percentage of ownership indicated in the following table is based on 77,460,927 shares of common stock outstanding as of August 6, 2015, which amount includes shares underlying stock options that are currently exercisable or become exercisable within 60 days of such date. (5) Net value of shares, and options, assuming a cashless exercise. The calculation provided is based on the closing share price of a Ballard common share on the NASDAQ of U.S.

$1.33 on August 5, 2015. Certain of Protonex directors and executive officers hold stock options to acquire shares of Protonex common stock.

Pursuant to their award agreements under Protonex’s equity compensation plans, one-half of any stock options issued to the directors and executive officers in their capacity as directors and executive officers and that remain unvested will become fully vested and exercisable prior to the date of the change in control as set forth below. A “change in control” for purposes of the individual award agreements, employment agreements, and Protonex plans discussed below is deemed to occur upon, among other things, the consummation of a merger or consolidation of Protonex with or into another entity. The Merger will constitute a change in control for purposes of these agreements and plans. Any options that are not converted into common shares of Ballard in connection with the Merger will terminate upon the consummation of the Merger. Executive Officer/Director: Option Shares of Protonex to Accelerate Upon Change of Control John N.

Butt 0 Edward J. Stewart 71,250 Paul Osenar 373,500 Scott A. Pearson 71,250 Philip Robinson 135,000 Christopher R.

Schuster 157,500 David Ierardi 135,000 John J. Connolly 71,250 Charles R. Holland 71,250 Kenneth F. Colucci 71,250 In addition, completion of the Merger will trigger change of control bonus payments to certain executive officers of Protonex (the “ Merger Bonuses”). The executive officers will be eligible to receive Merger Bonuses in amounts totaling U.S.

$260,000 as set forth below. The Merger Bonuses are to be issued in lieu of annual bonuses to those executive officers, which were scheduled to be amounts equal to two-thirds of the Merger Bonuses. Executive Officer: Merger Bonus Payout Paul Osenar U.S. $ 90,000 Christopher R. Schuster U.S. $ 70,000 David Ierardi U.S. $ 50,000 Philip Robinson U.S.

$ 50,000 TOTAL U.S. $ 260,000 43.

Exchange of Shares in the Merger Ballard will appoint Computershare Investor Services Inc., as exchange agent in connection with the Merger, to handle the exchange of shares of Protonex common stock for Ballard shares. Shares of Protonex common stock will be automatically converted into the right to receive Ballard common shares without the need for any action by the holders of shares of Protonex common stock, provided that holders of shares of Protonex common stock who have properly and validly exercised and perfected their right to dissent shall not have their shares automatically converted. Within three business days of the effective time of the Merger, the exchange agent will send to each Protonex stockholder of record a letter of transmittal. The letter of transmittal will specify that delivery will be effected, and risk of loss and title to any certificates shall pass, only upon proper delivery of such certificates to the exchange agent. The letter of transmittal will be accompanied by instructions. Protonex stockholders should not return share certificates with the enclosed proxy card.

After the effective time, shares of Protonex common stock will no longer be outstanding, will be automatically cancelled and will cease to exist and each certificate, if any, that previously represented shares of Protonex common stock will represent only the right to receive the Merger consideration as described above. Until holders of shares of Protonex common stock have surrendered such shares to the exchange agent for exchange, those holders will not receive the Merger consideration or any dividends or distributions on Ballard shares into which their shares of Protonex common stock have been converted with a record date after the effective time. Protonex stockholders will not receive any fractional Ballard common shares pursuant to the Merger. Each holder of Protonex common stock exchanged pursuant to the Merger Agreement who would otherwise have been entitled to receive a fraction of a Ballard common share (after taking into account all share certificates delivered by such holder) will receive, in lieu of such fractional share, the number of Ballard common shares rounded down to the nearest whole number. The rounding of fractional Ballard common shares was not separately bargained for consideration but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting problems that would otherwise be caused by the issuance of fractional Ballard common shares.

Effect of Options and Warrants in the Merger In accordance with the Merger Agreement and Protonex’s 2003 Stock Incentive Plan and 2013 Stock Incentive Plan, holders of options to purchase Protonex common stock must exercise such options by the fifth business day prior to the special meeting of Protonex stockholders, or their options will be cancelled. In addition, under the Merger Agreement, Protonex has agreed to cause all outstanding warrants to purchase Protonex common stock to be exercised or terminated prior to the effective time of the Merger. Ballard will not assume any Protonex options, warrants or other derivative securities in connection with the Merger, and you will receive no Merger consideration in exchange for such securities. Any Protonex options or warrants duly exercised for shares of Protonex common stock prior to the effective time of the Merger will be entitled to the Merger consideration for their shares of common stock held at the effective time. Listing of Ballard Common Shares It is a condition to the completion of the Merger that the Ballard common shares issuable in the Merger or after the Merger in respect of Protonex equity awards be approved for listing on the NASDAQ and TSX, subject, in the case of the TSX, to the making of certain prescribed filings as soon as possible following the completion of the Merger.

As of the date of this proxy statement/prospectus, the application for approval of the listing of the common shares of Ballard issuable in the Merger has been submitted to the TSX. A listing of additional shares notification will be provided to the NASDAQ in accordance with the requirements of the NASDAQ Stock Market Rules. Lock-Up Restrictions In addition, each of the Supporting Stockholders has agreed that the Ballard common shares to be received by such stockholder in the Merger are subject to lock-up restrictions, which restrictions will lapse with respect to one-half of such Ballard common shares at the six and 12-month anniversaries of the closing date of the Merger. Stockholder has agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Ballard common shares during the lock-up period. Material U.S. Federal Income Tax Consequences The following general discussion sets forth the anticipated material U.S. Federal income tax consequences of the Merger and the ownership and disposition of Ballard common shares to U.S.

Holders (as defined below) of Protonex common stock. This discussion does not address the U.S. Federal income tax consequences of transactions taking place prior or subsequent to, or concurrently with, the Merger, whether or not in connection with the Merger. This discussion is based on the Code, applicable Treasury regulations, judicial authority, and administrative rulings, and the Convention between the United States of America and Canada with respect to Taxes on Income and Capital of 1980, as amended, or the “Canada-U.S.

Tax treaty”, all as of the date of this proxy statement/prospectus, and all of which are subject to change, possibly with retroactive effect. This discussion is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. Federal income tax considerations that may apply to a U.S. Holder as a result of the Merger or as a result of the ownership and disposition of Ballard common shares. This discussion does not take into account the individual facts and circumstances of any particular U.S.

Holder that may affect the U.S. Federal income tax consequences to the U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this discussion is not intended to be, and should not be construed as, legal or U.S. Federal income tax advice with respect to any U.S. In addition, this discussion does not address the U.S.

Federal alternative minimum, U.S. Federal estate and gift, U.S.

State and local, or non-U.S. Tax consequences of the Merger or the ownership and disposition of Ballard common shares. This discussion addresses only U.S. Holders (as defined below) who hold their Protonex common stock, and, after the Effective Time, their Ballard common shares, as a capital asset within the meaning of Section 1221 of the Code. It does not address U.S. Holders subject to special tax rules, such as: banks, financial institutions, underwriters, or insurance companies; real estate investment trusts and regulated investment companies; tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; U.S. Expatriates or former long-term residents of the United States; entities or arrangements that are treated as partnerships for U.S.

Federal income tax purposes and investors in such partnerships; dealers or traders in securities, commodities or currencies; grantor trusts; S corporations; U.S. Holders subject to the alternative minimum tax; U.S.

Holders whose “functional currency” is not the U.S. Holders who received Protonex common stock, or, after the Merger, Ballard common shares, through the exercise of options or otherwise as compensation or through a tax-qualified retirement plan; U.S. Holders who own (directly, indirectly or through attribution) 5% or more by vote or value of the outstanding Protonex common stock, or, after the Merger, of the outstanding Ballard common shares; or U.S. Holders holding Protonex common stock, or, after the Merger, Ballard common shares, as part of a straddle, synthetic security, hedge, conversion transaction or other integrated investment. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S.

Federal income, U.S. Federal alternative minimum, U.S. Federal estate and gift, U.S. State and local, and non-U.S.

Tax consequences of the Merger and the ownership and disposition of Ballard common shares. As used in this discussion, a “U.S. Holder” means a holder of Protonex common stock or, after the Merger, Ballard common shares who is for U.S. Federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or 45. Any state or political subdivision thereof, (iii) a trust that (A) is subject to the primary jurisdiction of a court within the United States and the control of one or more U.S. Persons with respect to all of its substantial decisions or (B) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. Person, or (iv) an estate that is subject to U.S.

Federal income tax on its income, regardless of source. Please consult your own tax advisor as to the specific tax consequences of the Merger and the ownership and disposition of Ballard common shares, including the applicable U.S. Federal, state, local and foreign tax consequences to you of the Merger and the ownership and disposition of Ballard common shares. It is a condition to the completion of the Merger that Protonex and Ballard each receive an opinion from its respective counsel that, for U.S. Federal income tax purposes, the Merger should qualify as a reorganization within the meaning of Section 368(a) of the Code. Each counsel’s opinion will be based on qualifications, representations and covenants noted in the opinion (including representations and covenants regarding the absence of changes in existing facts and that the Merger will be completed in accordance with the terms and conditions of the Merger Agreement and as described in this proxy statement/prospectus and on factual representations contained in officer’s certificates of Protonex and Ballard).

After Protonex stockholder approval is obtained, neither Protonex nor Ballard may waive the receipt of its counsel’s opinion as a condition to the completion of the Merger, unless this document is recirculated in order to resolicit stockholder approval. If Protonex’s legal counsel, Day Pitney LLP is not willing, able or otherwise fails to deliver such opinion to Protonex, Ballard’s legal counsel, Dorsey & Whitney LLP, may deliver such opinion to Protonex.

None of the tax opinions or this summary are binding on the IRS or the courts. In addition, neither Ballard nor Protonex intends to request a ruling from the IRS with respect to the U.S. Federal income tax consequences of the Merger and, as a result, there can be no assurance that the IRS will not disagree with any of the conclusions described below.

Future legislative, judicial, or administrative changes or interpretations, which may or may not be retroactive, or the failure of any factual representation to be true, correct and complete in all material respects, or the breach of any of the covenants, may adversely affect the accuracy of the statements and conclusions described in this summary. Material U.S. Federal Income Tax Consequences of the Merger The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. Federal income tax purposes.

If the Merger qualifies as a reorganization under Section 368(a) of the Code, then, subject to Section 367(a) of the Code, as discussed below under the heading “Five Percent Transferee Stockholders”: A U.S. Holder of Protonex common stock will not recognize income, gain or loss upon the U.S.

Holder’s receipt of Ballard common shares in exchange for the U.S. Holder’s Protonex common stock in the Merger; The aggregate tax basis of the Ballard common shares received by a U.S. Holder in the Merger will be the same as the aggregate tax basis of the Protonex common stock surrendered in exchange therefor; and The holding period for Ballard common shares that a U.S. Holder receives in the Merger will include the holding period of the Protonex common stock surrendered in exchange therefor. Holder acquired different blocks of Protonex common stock at different times and at different prices, the U.S. Holder’s tax basis and holding period in the Ballard common shares received will be determined by reference to each block of Protonex common stock surrendered.

If the Merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, then a U.S. Holder of Protonex common stock would recognize taxable gain or loss on the Merger equal to the difference, if any, between the fair market value of the Ballard common shares received in the Merger and the U.S. Holder’s tax basis in the Protonex common stock surrendered in the Merger. Such gain or loss would be capital gain or loss and would be long-term capital gain or loss if the U.S. Holder’s holding period for the U.S. Holder’s Protonex common stock is greater than one year. Long-term capital gain of non-corporate stockholders is subject to reduced rates of taxation.

The deductibility of capital losses is subject to limitations. Five Percent Transferee Shareholders Even if the Merger is afforded non-recognition treatment, a U.S. Holder who is a five-percent transferee shareholder, as defined in the applicable Treasury regulations under Section 367(a) of the Code, with respect to Ballard immediately after the Merger will qualify for non-recognition treatment as described in this proxy statement/prospectus only if the U.S. Holder files a “gain recognition agreement,” as defined in the regulations, with the IRS. Holder of Protonex common stock who will be a five-percent transferee shareholder with respect to Ballard after the Merger should consult with his or her tax advisor concerning the decision to file a gain recognition agreement and the procedures to be followed in connection with that filing.

Dissenting U.S. Holders A U.S. Holder who exercises dissenters’ rights and is paid in cash for all of the U.S. Holder’s Protonex common stock will generally recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s tax basis in the Protonex common stock. Gain or loss recognized with respect to cash received pursuant to the exercise of dissenters’ rights will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the Merger, the holding period for the Protonex common stock is greater than one year. The deductibility of capital losses is subject to limitations.

Reporting Requirements A U.S. Holder who is required to file a U.S. Federal income tax return and who is a “significant holder” that receives Ballard common shares in the Merger will be required to attach a statement to the U.S. Holder’s U.S. Federal income tax return for the taxable year in which the Merger is completed that contains the information set forth in Section 1.368-3(b) of the Treasury regulations. The statement attached by the U.S. Holder must include the fair market value of, and the U.S.

Holder’s tax basis in, the Protonex common stock surrendered in the Merger. A “significant holder” generally is a holder of Protonex common stock who, immediately before the Merger, owned at least 5% by vote or value of the total outstanding stock of Protonex. Ownership and Disposition of Ballard Common Shares The following discussion is subject to the rules described below under the heading “Passive Foreign Investment Company Rules.” Taxation of Distributions A U.S.

Holder that receives a distribution, including a constructive distribution, with respect to a Ballard common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of Ballard, as computed for U.S. Federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of Ballard, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Ballard common shares and thereafter as gain from the sale or exchange of such Ballard common shares (see “Sale or Other Taxable Disposition of Ballard Common Shares” below). However, Ballard may not maintain the calculations of earnings and profits in accordance with U.S.

Federal income tax principles, and each U.S. Holder should therefore assume that any distribution by Ballard with respect to the Ballard common shares will constitute ordinary dividend income. Dividends received on Ballard common shares generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided Ballard is eligible for the benefits of the Canada-U.S. Tax Convention, dividends paid by Ballard to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that Ballard not be classified as a PFIC (as defined below) in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S.

Holder should consult its own tax advisor regarding the application of such rules. Sale or Other Taxable Disposition of Ballard Common Shares A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Ballard common shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in such Ballard common shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such Ballard common shares are held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust.

There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation.

Deductions for capital losses are subject to significant limitations under the Code. Passive Foreign Investment Company Rules If Ballard were to constitute a “Passive Foreign Investment Company” or “PFIC” for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. Federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of Ballard common shares. Ballard believes that it was not a PFIC during the prior tax year, and based on current business plans and financial expectations, Ballard expects that it will not be a PFIC for the current tax year and does not expect to be a PFIC for the foreseeable future. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually.

Additionally, the analysis depends, in part, on the application of complex U.S. Federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that Ballard has never been, is not, and will not become a PFIC for any tax year during which U.S. Holders hold Ballard common shares. In addition, in any year in which Ballard is classified as a PFIC, such holder will be required to file an annual report with the IRS containing such information as Treasury regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess tax. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file a IRS Form 8621.

Ballard will be a PFIC under Section 1297 of the Code if, for a tax year, (a) 75% or more of the gross income of Ballard for such tax year is passive income (the “income test”) or (b) 50% or more of the value of Ballard’s assets either produce passive income or are held for the production of passive income (the “asset test”), based on the quarterly average of the fair market value of such assets. “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. In addition, for purposes of the PFIC income test and asset test described above, if Ballard owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, Ballard will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by Ballard from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income and certain other requirements are satisfied. Under certain attribution rules, if Ballard is a PFIC, U.S. Holders will be deemed to own their proportionate share of any subsidiary of Ballard which is also a PFIC (a ‘‘Subsidiary PFIC’’), and will be subject to U.S. Federal income tax on (i) a distribution on the shares of a Subsidiary PFIC or (ii) a disposition of shares of a Subsidiary PFIC, both as if the holder directly held the shares of such Subsidiary PFIC.

If Ballard were a PFIC in any tax year and a U.S. Holder held Ballard common shares, such holder generally would be subject to special rules under Section 1291 of the Code with respect to “excess distributions” made by Ballard on the Ballard common shares and with respect to gain from the disposition of Ballard common shares. An “excess distribution” generally is defined as the excess of distributions with respect to the Ballard common shares received 48. Holder in any tax year over 125% of the average annual distributions such U.S.

Holder has received from Ballard during the shorter of the three preceding tax years, or such U.S. Holder’s holding period for the Ballard common shares, as applicable. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the Ballard common shares ratably over its holding period for the Ballard common shares.

Such amounts allocated to the year of the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments of tax would apply. While there are U.S. Federal income tax elections that sometimes can be made to mitigate these adverse tax consequences (including, without limitation, the “QEF Election” under Section 1295 of the Code and the “Mark-to-Market Election” under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner. Holders should be aware that, for each tax year, if any, that Ballard is a PFIC, Ballard can provide no assurances that it will satisfy the record keeping requirements of a PFIC, or that it will make available to U.S.

Holders the information such U.S. Holders require to make a QEF Election with respect to Ballard or any Subsidiary PFIC. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of Ballard common shares, and the availability of certain U.S. Tax elections under the PFIC rules. Controlled Foreign Corporation Rules If Ballard were to constitute a “Controlled Foreign Corporation” or “CFC” for any year during a U.S. Holder’s holding period, then certain potentially adverse tax rules could affect a “United States shareholder” of Ballard, defined generally as a United States person who owns (within the meaning of Section 958(a) of the Code) or is considered as owning, by applying the rules of ownership of Section 958(b) of the Code, 10% or more of the combined voting power of all classes of stock of Ballard entitled to vote. In general, a foreign corporation is a CFC if more than fifty percent of (i) the total combined voting power of all classes of stock of such corporation entitled to vote, or (ii) the total value of such corporation is owned or is considered owned by “United States shareholders” on any day during the taxable year of the Corporation.

It is not expected that Ballard will be a CFC for U.S. Tax purposes following the Merger.

It is possible, however, that the ownership of Ballard stock could change over time and that Ballard could at some point become a CFC. Holder should consult its own tax advisor concerning any potential application of the CFC rules. Additional Considerations Additional Tax on Passive Income Individuals, estates and certain trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held in certain trades or businesses). Holders should consult with their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of Ballard common shares.

Receipt of Foreign Currency The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of Ballard common shares, generally will be equal to the U.S. Dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. Dollars at that time). If the foreign currency received is not converted into U.S. Dollars on the date of receipt, a U.S. Holder will have a basis in the foreign currency equal to its U.S.

Dollar value on the date of receipt. Holder who receives payment in foreign currency and engages in a subsequent conversion or other disposition of the foreign currency may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. Source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method.

Holder should consult its own U.S. Tax advisor regarding the U.S. Federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Ballard common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. Federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S.

Federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S.

Holder’s U.S. Federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. Source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and 49.

Gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. Source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the Ballard common shares that is treated as a “dividend” may be lower for U.S. Federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S.

In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S.

Tax advisor regarding the foreign tax credit rules. Backup Withholding and Information Reporting Under U.S. Federal income tax law and Treasury regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. Return disclosure obligations (and related penalties) are imposed on U.S.

Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. Person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S.

Person and any interest in a foreign entity. Holders may be subject to these reporting requirements unless their Ballard common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. Holders should consult with their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938. Payments made within the U.S. Payor or U.S. Middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Ballard common shares will generally be subject to information reporting and backup withholding tax (currently at the rate of 28%), if a U.S.

Holder (a) fails to furnish such U.S. Holder’s correct U.S.

Taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. Taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. Taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules.

Backup withholding is not an additional tax. Any amounts withheld under the U.S. Backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S.

Federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. The discussion of reporting requirements set forth above is not intended to constitute an exhaustive description of all reporting requirements that may apply to a U.S. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules. This summary is not applicable to a Non-Resident Holder: (a) that is a “financial institution” as defined in the Tax Act for purposes of the mark-to-market rules; (b) an interest in which would be a “tax shelter investment” as defined in the Tax Act; (c) that is a “specified financial institution” as defined in the Tax Act; (d) whose functional currency for purposes of the Tax Act is the currency of a country other than Canada; or (e) that has entered (or will enter) into, with respect to the Ballard common shares, a “derivative forward agreement” as defined in the Tax Act. Any Non-Resident Holder to which this summary does not apply should consult its own tax advisor.

This summary is based on the current provisions of the Tax Act and the regulations thereunder (the “ Regulations”) in force as of the date hereof, an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA”) publicly available prior to the date hereof, and all specific proposals to amend the Tax Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Proposed Amendments”). No assurances can be given that the Proposed Amendments will be enacted or will be enacted as proposed. Other than the Proposed Amendments, this summary does not take into account or anticipate any changes in law or the administration policies or assessing practice of CRA, whether by judicial, legislative, governmental or administrative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein. For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the Ballard common shares, including interest, dividends, adjusted cost base and proceeds of disposition, must be converted into Canadian dollars based on the relevant exchange rate (as determined in accordance with the Tax Act) applicable on the date the particular amount arose. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Non-Resident Holder and no representations with respect to the income tax consequences to any particular Non-Resident Holder are made.

This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective investors in the Ballard common shares should consult their own tax advisors with respect to their own particular circumstances. Disposition of Ballard Common Shares A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of the common shares, unless such shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

Dividends Under the Tax Act, dividends on common shares paid or credited to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividends, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, where a Non-Resident Holder is a resident of the United States, is fully entitled to the benefits under the Canada-United States Income Tax Convention (1980) and is the beneficial owner of the dividend, the applicable rate of Canadian withholding tax is generally reduced to 15% of the amount of such dividend.

Appraisal Rights of Holders of Protonex Common Stock In connection with the Merger, record holders of Protonex common stock who comply with the procedures summarized below will be entitled to appraisal rights if the Merger is completed. Appraisal is made by the record owner of the shares. Shares held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depositary.

Any holder of shares desiring appraisal rights with respect to such shares who held such shares through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder. The stockholder should instruct such firm, bank or institution that the demand for appraisal must be made by the record holder of the shares, which might be the nominee of a central security depositary if the shares have been so deposited. As required by Section 262, a demand for appraisal must be in writing and must reasonably inform Protonex of the identity of the record holder (which might be a nominee as described above) and of such holder’s intention to seek appraisal of such shares. Stockholders of record who elect to demand appraisal of their shares must mail or deliver their written demand to: Protonex Technology Corporation, 153 Northboro Road, Southborough, Massachusetts, Attention: Corporate Secretary. The written demand for appraisal should specify the stockholder’s name and mailing address, the number of shares owned, and that the stockholder is demanding appraisal of his, her or its shares.

The written demand must be received by Protonex prior to the special meeting. Neither voting (in person or by proxy) against, abstaining from voting on or failing to vote on the proposal to adopt the Merger Agreement will alone suffice to constitute a written demand for appraisal within the meaning of Section 262. In addition, the stockholder must not vote its shares of common stock in favor of adoption of the Merger Agreement. Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the Merger Agreement or abstain from voting on the Merger Agreement. Within 120 days after the effective time of the Merger, either the surviving corporation in the Merger or any stockholder who has timely and properly demanded appraisal of such stockholder’s shares and who has complied with the requirements of Section 262 and is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of all stockholders who have properly demanded appraisal.

If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal rights and thereafter will appraise the shares owned by those stockholders, determining the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. Incurred by such stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares entitled to appraisal. In the absence of such a determination of assessment, each party bears its own expenses. Except as explained in the last sentence of this paragraph, at any time within 60 days after the effective time of the Merger, any stockholder who has demanded appraisal shall have the right to withdraw such stockholder’s demand for appraisal and to accept the Ballard common shares to which the stockholder is entitled pursuant to the Merger.

After this period, the stockholder may withdraw such stockholder’s demand for appraisal only with the consent of the surviving corporation in the Merger. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time of the Merger, stockholders’ rights to appraisal shall cease and all stockholders shall be entitled only to receive the Ballard common shares as provided for in the Merger Agreement. Inasmuch as the parties to the Merger Agreement have no obligation to file such a petition, and have no present intention to do so, any stockholder who desires that such petition be filed is advised to file it on a timely basis. No petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any stockholders without the approval of the Delaware Court of Chancery, and that approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. The foregoing is a brief summary of Section 262 that sets forth the procedures for demanding statutory appraisal rights. This summary is qualified in its entirety by reference to Section 262, a copy of the text of which is attached hereto as Appendix C. Failure to comply with all the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights.

Restrictions on Sales of Common Shares by Certain Affiliates The Ballard common shares to be issued in connection with the Merger will be freely transferable under the Securities Act, except for shares issued to any Protonex stockholder who may be deemed to be an “affiliate” of Protonex immediately prior to the Merger or an affiliate of Ballard following the Merger for purposes of U.S. Securities laws. Persons who may be deemed to be affiliates of Protonex or Ballard may not sell any of the Ballard common shares received by them in connection with the Merger except pursuant to: an effective registration statement under the Securities Act covering the resale of those shares; an exemption under paragraph (d) of Rule 145 under the Securities Act; or any other applicable exemption under the Securities Act. Be complied with or obtained in connection with the Merger. We cannot predict whether we will obtain all required regulatory approvals to complete the Merger, or whether any approvals will include conditions that would be detrimental to us or the combined company.

Ballard’s Status as a Foreign Private Issuer under the U.S. Securities Exchange Act of 1934 Ballard is considered a “foreign private issuer” under the rules of the SEC and is subject to the reporting requirements under the Exchange Act applicable to foreign private issuers.

Ballard is required to file its annual report on Form 40-F with the SEC at the time it files its annual information form with the applicable Canadian securities regulatory authorities (or, if applicable, a Form 20-F within four months of its fiscal year end). In addition, Ballard must furnish current reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by Ballard in Canada or filed with the TSX, or regarding information distributed or required to be distributed by Ballard to its stockholders.

Moreover, although Ballard is required to comply with Canadian disclosure requirements, in some circumstances Ballard is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. Companies whose securities are registered under the Exchange Act. Ballard is required to file financial statements in accordance with IFRS, and therefore does not file financial statements prepared in accordance with U.S. Furthermore, Ballard is not required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Ballard’s officers, directors and principal stockholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Ballard common shares. If Ballard loses its status as a foreign private issuer, it will no longer be exempt from such rules and, among other things, will be required to file periodic reports and financial statements as if it were a United States domestic company. Ballard’s Canadian public filings are available at www.sedar.com, and its SEC filings are available on EDGAR at www.sec.gov.

Insiders of Ballard are generally required to disclose their trading in Ballard shares within five days of the date of the trade and these trading activity reports can be accessed through the Internet at www.sedi.ca. Securities, or to dispose or direct the disposition of securities or has the right to acquire such powers within 60 days. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common shares subject to options, warrants or rights held by that person that are currently exercisable or convertible or exercisable, convertible or issuable within 60 days of August 5, 2015, are deemed outstanding.

Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The percentages in the table have been rounded to the nearest hundredth. Except as specifically indicated in the footnotes to this table, we believe that the persons identified in this table have sole voting and investment power with respect to all common shares shown as beneficially owned by them, subject to community property laws where applicable. Total Ballard Common Shares Owned Percent of Total Common Shares 5% Stockholders None%% Directors and Executive Officers: Ian A. Bourne, Chair 26,824 * Doug Hayhurst 5,000 * Ed Kilroy 2,752 * Randall MacEwen 0 * Jim Roche 0 * Carol M. Stephenson 3,550 * David B. Sutcliffe 3,600 * Ian Sutcliffe 10,000 * Tony Guglielmin, Vice President, Chief Financial Officer 380,540 (1) * Paul Cass, Vice President, Chief Operations Officer 333,046 (2) * Christopher Guzy, Vice President and Chief Technology Officer 175,208 (3) * Steven W.

Karaffa, Vice President and Chief Commercial Officer 66,976 (4) * All Directors and Executive Officers as a Group (12 persons) 1,007,496 *. * Less than 1% of the issued and outstanding common shares (1) Includes 156,436 common shares and options exercisable to purchase 224,104 common shares within 60 days of August 5, 2015.

(2) Includes 108,942 common shares and options exercisable to purchase 224,104 common shares within 60 days of August 5, 2015. (3) Includes 120,001 common shares and options exercisable to purchase 55,207 common shares within 60 days of August 5, 2015. (4) Includes 8,643 common shares and options exercisable to purchase 58,333 common shares within 60 days of August 5, 2015. MERGER AGREEMENT Below is a summary of the Merger Agreement, which is attached to this proxy statement/prospectus as Appendix A and is incorporated by reference into this document. You should read the Merger Agreement in addition to this summary, as the Merger Agreement, and not this summary, is the legal document which governs the Merger.

Capitalized terms used in this section and not otherwise defined in this proxy statement/prospectus have the meanings ascribed to them in the Merger Agreement. Cautionary Statement Concerning Representations and Warranties Contained in the Merger Agreement You should not rely upon the representations and warranties contained in the Merger Agreement or the descriptions of such representations and warranties in this proxy statement/prospectus, as factual information about Ballard or Protonex. In reviewing the agreements included or incorporated by reference in this proxy statement/prospectus, it is important to note that they are included to provide investors and stockholders with information regarding their 56.

Terms, and are not intended to provide any other factual or disclosure information about Ballard or Protonex or the other parties to the agreements. GAAP (including any such liabilities arising as a result of the consummation of the Merger and the transactions contemplated hereby).

Options and Warrants In accordance with the Merger Agreement and Protonex’s 2003 Stock Incentive Plan and 2013 Stock Incentive Plan, holders of options to purchase Protonex common stock must exercise such options by the fifth business day prior to the date of the special meeting of Protonex stockholders, or their options will be cancelled. In addition, under the Merger Agreement, Protonex has agreed to cause all outstanding warrants to purchase Protonex common stock to be exercised or terminated prior to the effective time of the Merger.

Ballard will not assume any Protonex options, warrants or other derivative securities in connection with the Merger, and you will receive no Merger consideration in exchange for such securities. Any Protonex options or warrants duly exercised for shares of Protonex common stock prior to the effective time of the Merger will be entitled to the Merger consideration for their shares of common stock held at the effective time. Closing Consideration Schedule Protonex has agreed to deliver to Ballard, no later than one business day prior to the closing date, a “Closing Consideration Schedule” setting forth, as of closing, all Protonex stockholders and their respective addresses, the number of shares of Protonex common stock held (including the respective certificate numbers), the pro rata portion and the pro rata allocation of the escrowed shares applicable to each Supporting Stockholder and the number of Ballard common shares to be issued to each such Protonex stockholder. Fractional Shares No fractional shares of Ballard common stock will be issued in connection with the Merger and no dividends or other distributions with respect to the Ballard common shares will be payable on or with respect to any fractional share. Escrow of Consideration; Escrow Account At the closing, Ballard, the stockholder representative and U.S. Bank, National Association, the Escrow Agent, will enter into the escrow agreement pursuant to which Ballard will cause to be deposited approximately 628,732 Ballard common shares in an escrow account. These common shares will be used to cover indemnification claims by Ballard pursuant to the terms of the Merger Agreement, which shares will be released 12 months after the closing of the Merger, subject to any then pending claims.

For purposes of satisfying claims for indemnification, all Ballard common shares in the escrow account will be deemed to have a value equal to U.S. $2.28 (the “ Price Per Share”), as may be adjusted pursuant to the terms of the Merger Agreement.

The Supporting Stockholders who contribute a portion of the Aggregate Consideration that they are entitled to receive under the terms of the Merger Agreement to the escrow account will be the owners of the shares deposited in the escrow account and will be entitled to vote all escrowed shares on their own behalf. In the event of any claim for indemnification under the Merger Agreement, the Ballard Indemnitees (as defined below) will be entitled to recover any damages from the escrow account.

Pursuant to the Merger Agreement, within five days following the one-year anniversary of the closing date, Ballard and stockholder representative will instruct the Escrow Agent to deliver to each the applicable Supporting Stockholder his, her or its pro rata allocation of (i) Ballard common shares remaining in the escrow account minus (ii) (a) pending claims determined as of the one-year anniversary, divided by (b) the Price Per Share. See “Merger Agreement—Survival; Indemnification” below at page 60. Stockholder Representative By executing the Merger Agreement and upon executing a written consent, voting in favor of the Merger or executing a letter of transmittal, the stockholders of Protonex will appoint Edward J. Stewart as the stockholder representative for purposes of taking certain actions and giving certain consents on behalf of any Protonex stockholder relating to the Merger Agreement and the escrow agreement. Stockholder Representative Expense Fund Upon the closing, Ballard will wire to the stockholder representative U.S.

$25,000 to serve as the expense fund to pay and reimburse the stockholder representative for any third party expenses incurred in connection with the stockholder representative performing his, her or its duties pursuant to the Merger Agreement or the escrow agreement. In the event the stockholder representative’s expenses exceed, or are reasonably expected to exceed U.S. $25,000, Ballard will wire the stockholder representative additional funds; provided that Ballard will be entitled to recover any such additional funds from the escrow account. Closing and Effectiveness of the Merger The closing of the Merger is to take place on the fifth business day following the satisfaction or, to the extent permitted under the Merger Agreement and by applicable law, waiver of all conditions to the obligations of the parties set forth in the Merger Agreement and described below (other than such conditions as may, by their terms, only be satisfied at the closing or on the closing date, but subject to such satisfaction or waiver thereof). See “Merger Agreement—Conditions to the Consummation of the Merger” on page 64. Exchange of Protonex Stock Certificates for the Merger Consideration The Merger Agreement provides that the surviving corporation will cause Computershare Investor Services Inc., the exchange agent to be appointed by Ballard in connection with the Merger, to mail within three business days following the effective time, to each record holder of Protonex common stock, a letter of transmittal and instructions for surrendering and exchanging the record holder’s Protonex share certificates for Ballard common stock.

Upon surrender of a Protonex share certificate for exchange to the exchange agent, together with a duly completed and validly executed letter of transmittal, and such other documents as the exchange agent may reasonably require, the record holder of the Protonex certificate will be entitled to receive the number of uncertificated shares of Ballard common stock entitled to receive under the Merger Agreement and as set forth on the Closing Consideration Schedule. No interest will be paid on the Merger consideration payable in connection with the Merger Agreement. Appraisal Rights Any shares of Protonex common stock that are issued and outstanding immediately prior to the effective time of the Merger and that have not approved the Merger via an affirmative vote or written consent (or which the holder has not effectively withdrawn or lost such holder’s appraisal rights), and with respect to which a demand for appraisal has been properly made in accordance with the DGCL, will not be converted into or represent a right to receive the Merger consideration otherwise payable with respect to such shares of Protonex common stock. If any holder of dissenting shares has effectively withdrawn or loses its appraisal rights, such shares will receive the consideration set forth in the Merger Agreement. Protonex has agreed to give Ballard (i) prompt notice of any written demand for appraisal received and (ii) the opportunity to participate in all negotiations and proceedings with respect to any demands made prior to closing.

Communications between Protonex and any Protonex stockholder will require the consent of Ballard. Any excess dissenting share payments will be recoverable by Ballard.

For purposes of distributing any portion of escrowed shares, no dissenting stockholder will participate in the escrow and any payment by Ballard that would have been required to be made to such holder of dissenting shares will be retained by Ballard. Representations and Warranties The Merger Agreement contains certain customary representations and warranties of the parties.