Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2024.

Commission File Number 001-41976

Solarbank Corporation

(Translation of registrant’s name into English)

505 Consumers Rd., Suite 803

Toronto, Ontario, M2J 4Z2 Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

INCORPORATION BY REFERENCE

Each of the Exhibits 99.1-99.14 to this report on Form 6-K furnished to the SEC is expressly incorporated by reference into the Registration Statement on Form F-10 of SOLARBANK CORPORATION (File No. 333-279027), as amended and supplemented.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 23, 2024	Solarbank Corporation

	By:	/s/ “Sam Sun”
		Sam Sun
		Chief Financial Officer & Corporate Secretary

Exhibit Index

Exhibit		Description of Exhibit
99.1		Amended and Restated Consolidated Financial Statements as at and for the years ended June 30, 2023 and 2022, together with the notes thereto and the independent auditor’s report thereon
99.2		Restated Annual Management’s Discussion and Analysis for the year ended June 30, 2023
99.3		Amended and Restated Prospectus Supplement, dated May 23, 2024, to short form base shelf prospectus dated May 2, 2023
99.4		Unaudited Pro Forma Consolidated Statements of Financial Position, as at March 31, 2024
99.5		Consolidated Financial Statements of Solar Flow-Through Funds Ltd. from August 11, 2023 to December 31, 2023 and the independent auditor’s report thereon
99.6		Combined Consolidated Financial Statements of Solar Flow-Through Funds Ltd. for the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022 and the independent auditor’s report thereon
99.7		Combined Special Purpose Financial Statements of Solar Flow-Through Limited Partnership for the years ended December 31, 2022 and 2021 and the independent auditor’s report thereon
99.8		Unaudited Condensed Interim Consolidated Financial Statements of Solar Flow-Through Funds Ltd. for the three months ended March 31, 2024
99.9		Consent of ZH CPA LLC dated May 23, 2024
99.10		Consent of MSLL CPA LLP dated May 23, 2024
99.11		Consent of Grant Thornton LLP dated May 23, 2024
99.12		Consent of Evans & Evans Inc. dated May 23, 2024
99.13		Consent of Hodgson Russ LLP dated May 23, 2024
99.14		Amended and Restated Equity Distribution Agreement dated May 23, 2024
99.15		Certification of Refiled Annual Filings by CFO dated May 23, 2024
99.16		Certification of Refiled Annual Filings by CEO dated May 23, 2024
99.17		News Release dated May 23, 2024

Exhibit 99.1

SolarBank Corporation (the “Company”)

Notice to Reader

The Company has amended and restated its consolidated financial statements for the year ended June 30, 2023 (the “2023 Financial Statements”) because the change below was made to the Consolidated Statement of Cashflows related to the 2023 financial statements:

The classification of the investment in GIC and investment in Partnership Units was reported in financing activities instead of investing activities.

The settlement of aged accounts receivable for acquisition of property, plant and equipment and related items were non-cash related and should be reported in operation activities instead of investing and financial activities.

Repayment of shareholder loan was reported in operating activities instead of financing activities.

Foreign exchange gain and loss was grouped into effect of changes in exchange rate instead of operating activities.

See note 27 of the Amended and Restated Consolidated Financial Statements for details on the balances and changes.

There was no impact to the Consolidated Statements of Financial Position, Consolidated Statements of Income and Comprehensive Income, the Consolidated Statement of Changes in Shareholders’ equity, and cash position of the Company as of and for the year ended June 30, 2023.

SOLARBANK CORPORATION

(Formerly Abundant Solar Energy Inc.)

Amended and Restated Consolidated Financial Statements

(Expressed in Canadian Dollars)

Years ended June 30, 2023 and 2022

MSLL CPA LLP
2110 - 1177 West Hastings Street	Tel: 604 688 5671
Vancouver, B.C. Canada	Fax: 604 688 8479
V6E 2K3	msllcpa.com

INDEPENDENT AUDITORS’ REPORT

To the shareholders of SolarBank Corporation:

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of SolarBank Corporation (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2023 and 2022, and the consolidated statements of income (loss) and comprehensive income (loss), the consolidated statements of changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at June 30, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Amended Financial Statements

We draw attention to Note 27 to the financial statements, which describes that the financial statements that we originally reported on October 23, 2023 have been amended and describes the matter that gave rise to the amendment of the financial statements. Our opinion is not modified in respect of this matter. The procedures that we performed on subsequent events are restricted solely to the restatement.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended June 30, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our auditor’s report.

Settlement of note receivable through the acquisition of 67% ownership of Solar Alliance Energy DevCo LLC

Description of the matter

We draw attention to Note 7, 16, 20 to the financial statements. On June 20, 2023, the Company settled a promissory note of $1,206,004 (USD $891,158) plus accrued interest of $111,821 (USD $82,203) through the acquisition of 67% of in Solar Alliance DevCo LLC (“Solar Alliance DevCo”), The Company has determined that this transaction is a business combination as the assets acquired and liabilities assumed constitute a business. The transaction was accounted for using the acquisition method of accounting whereby the assets acquired, and liabilities assumed were recorded at their estimated fair values at the ,acquisition date. The total consideration of $574,824 is the fair value of the promissory note and accrued interest as of June 20, 2023. The acquisition date fair value for identifiable net asset was $857,946 and for non-controlling interest was $283,122.

Why the matter is a key audit matter

The Company’s determination of whether the transaction is accounted for as a business combination instead of asset acquisition requires significant management judgment. The fair value of capital assets acquired in business combination also involved high degree of estimation uncertainty.

Additionally, Solar Alliance DevCo has recognized an amount of $460,607 of tax equity liability relating to certain projects in the U.S. under tax equity structures to finance the capital cost of solar facilities on the acquisition date.

Tax equity structures allocate the majority of the renewable tax incentives, such as investment tax credits and accelerated depreciation for tax purpose, to tax equity investors until they receive an agreed-upon after tax-investment return (the “flip point”). Estimates are made when determining the expected future cash flows to calculate the effective interest rate and amortization of tax equity liability. Future cash flows depend on certain assumptions such as electricity production, selling prices, cost to operate and tax amounts.

Auditing these estimates and market conditions required a high degree of subjectivity in applying audit procedures and in evaluating the results of those procedures. This resulted in an increased extent of audit effort, including the involvement of fair value specialists.

How the matter was addressed in the audit

The primary procedures we performed to address this key audit matter included the following:

	●	Obtained and reviewed agreements related to the settlement of promissory note and acquisition of 67% ownership and assess the appropriateness of management’s accounting treatment to ensure it is in alien with IFRS 3;
	●	Assessed whether the transaction should be accounted for as business combination or asset acquisition by applying a three-element process (inputs, processes and outputs) under IFRS 3;
	●	Obtained and reviewed the valuation report prepared by third party valuation expert related to Solar Alliance DevCo’s solar energy projects and assessed the appropriateness of the valuation, methodology and the reasonability of the underlying data and assumptions;
	●	Performed enquiries and discussion with management’s valuation expert and confirm the expert’s qualification and objectivity;
	●	Reviewed and assessed overall purchase price allocation calculation for reasonableness;

For tax equity liabilities, we evaluated the Company’s estimated total tax equity liabilities by:

	●	Obtained an understanding of the tax equity structure and assessed whether the project company should be consolidated based on the Company’s right to variable returns and its ability to influence financial and operational decisions impacting those returns;
	●	Reviewed agreements related to the investment made in U.S. renewable energy projects with the tax equity investors and assessed the appropriateness of management’s accounting treatment;
	●	Assessed the appropriateness of the Company’s identification and evaluation of the contractual terms and conditions in their assessment of the recognition of the investor’s contribution;
	●	Evaluated the methodology used by management and noted it was consistent with the contractual allocation provisions of the agreements;
	●	Evaluated the appropriateness of the Company’s expected tax amounts and timing of tax credits and other tax attributes in the models by assessing the Company’s estimated outcome of applicable tax laws;

Other Information

Management is responsible for the other information. The other information comprises the Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express an opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

●

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

●

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

●

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

●

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

●

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

●

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Ying Xu, CPA, CA.

Chartered Professional Accountants

Vancouver, Canada

October 23, 2023, except for the effects of the restatements as discussed in Note 27 to the consolidated financial statements as to which the date is May 23, 2024.

SOLARBANK CORPORATION

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

	Notes		June 30, 2023			June 30, 2022
Assets
Current assets:
Cash			$	749,427		$	931,977
Short-term investment		3(d)		6,550,000			-
Trade and other receivables		4		3,837,207			2,200,226
Unbilled revenue				7,405,866			-
Prepaid expenses and deposits		5		3,054,678			2,060,455
Contract fulfilment costs		8		-			3,594,531
Inventory		9		448,721			195,920

Non-current assets				22,045,899			8,983,109
Property, plant and equipment		6		950,133			25,114
Right-of-use assets		13		144,487			186,314
Development asset		10		1,106,503			-
Investment		21		722,515			-
				2,923,638			211,428
Total assets			$	24,969,537		$	9,194,537

Liabilities and Shareholder’s equity
Current liabilities:
Trade and other payables		11	$	4,713,497		$	2,602,864
Unearned revenue		12		1,150,612			16,281
Current portion of long-term debt		15		151,111			111,111
Loan payables		14		-			567,664
Tax payable				929,944			19,225
Current portion of lease liability		13		44,961			48,764
Current portion of tax equity		16		93,751			-

Non-current liabilities:				7,083,876			3,365,909
Long-term debt		15		759,259			1,230,643
Deferred tax liabilities				-			3,430
Lease liability		13		128,350			153,940
Tax equity		16		366,856			-
				1,254,465			1,388,013
Total liabilities			$	8,338,341		$	4,753,922

Shareholders’ equity:
Share capital		19		6,855,075			1,000
Contributed surplus		15		3,001,924			-
Accumulated other comprehensive income				(116,759	)		73,767
Retained earnings				6,652,551			4,410,565
Equity attributable to shareholders of the company				16,392,791			4,485,332
Non-controlling interest		20		238,405			(44,717	)
Total equity				16,631,196			4,440,615
Total liabilities and shareholders’ equity			$	24,969,537		$	9,194,537

Approved and authorized for issuance on behalf of the Board of Directors on May 23, 2024 by:

“Richard Lu”		“Sam Sun”
Richard Lu, CEO, and Director		Sam Sun, CFO

The accompanying notes are an integral part of these consolidated financial statements.

SOLARBANK CORPORATION

Consolidated Statements of Income and Comprehensive Income

(Expressed in Canadian dollars)

Years ended June 30

	Notes		2023			2022
Revenue from EPC services			$	15,577,210		$	9,791,511
Revenue from development fees				2,724,040			406,108
Revenue from O&M services				96,259			-
				18,397,509			10,197,619
Cost of goods sold				(13,860,309	)		(8,231,476	)
Gross profit				4,537,200			1,966,143
Operating expense:
Advertising and promotion				(282,908	)		(8,390	)
Depreciation				(49,209	)		(25,782	)
Insurance				(130,259	)		(62,751	)
Office, rent and utilities				(348,864	)		(263,742	)
Listing fees				(101,505	)		-
Professional fees				(1,248,895	)		(143,937	)
Salary and Wages				(1,876,338	)		(1,774,583	)
Stock based compensation				(2,946,850	)		-
Travel and events				(228,509	)		(47,504	)
Total operating expenses				(7,213,337	)		(2,326,689	)
Other income (loss)
Interest expense				3,155			(150,910	)
Impairment loss		7		(724,205	)		-
Other income		20		6,590,347			204,732
Net income (loss) before taxes			$	3,193,160		$	(306,724	)
Income tax				(951,174	)		-
Deferred income tax expenses				-			118,331
Net income/(loss)			$	2,241,986		$	(188,393	)
Current translation adjustments, net of tax of $nil				(200,824	)		219,706
Net income and comprehensive income (loss)			$	2,041,162		$	31,313

Net income (loss) attributable to:
Shareholders of the company				2,241,986			(188,393	)
Non-controlling interest				-			-
Net income (loss)			$	2,241,986		$	(188,393	)
Total income (loss) and comprehensive income (loss) attributable to:
Shareholders of the company				2,041,162			31,313
Non-controlling interest				-			-
Total income (loss) and comprehensive income (Loss)			$	2,041,162		$	31,313
Net income (loss) per share
Basic				0.11			(0.01	)
Diluted				0.06			(0.01	)
Weighted average number of common shares outstanding
Basic				19,575,479			16,000,000
Diluted				37,233,190			16,000,000

The accompanying notes are an integral part of these consolidated financial statements.

SOLARBANK CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

	Note		Number of shares		Share Capital			Share Option Reserve		Retained Earnings			Accumulated OCI			Total Shareholders’ Equity			Non-Controlling Interest			Total Equity
Balance at June 30, 2021				16,000,000	$	1,000			-	$	4,598,958		$	(145,939	)	$	4,454,019		$	(44,717	)	$	4,409,302
Net loss				-		-			-		(188,393	)		-			(188,393	)		-			(188,393	)
Other comprehensive income				-		-			-		-			219,706			219,706			-			219,706
Balance at June 30, 2022				16,000,000	$	1,000			-	$	4,410,565		$	73,767		$	4,485,332		$	(44,717	)	$	4,440,615

Net income				-		-			-		2,241,986			-			2,241,986			-			2,241,986
Conversion of convertible debentures		17, 19		2,500,000		1,297,348			-		-			-			1,297,348			-			1,297,348
Common shares issued, net of costs		19(b)(ii)		8,050,000		5,611,802			-		-			-			5,611,802			-			5,611,802
Broker warrants issued				-		(242,575	)		242,575		-			-			-			-			-
RSU granted		19(e)		-		-			156,231		-			-			156,231			-			156,231
RSU vested		19(e)		250,000		187,500			-		-			-			187,500			-			187,500
Share-based compensation		19(d)		-		-			810,524		-			-			810,524			-			810,524
Advisory warrants issued		19(c)		-		-			1,792,594		-			-			1,792,594			-			1,792,594
Other comprehensive loss				-		-			-		-			(190,526	)		(190,526	)		-			(190,526	)
Solar facilities acquisition				-		-			-		-			-			-			283,122			283,122
Balance at June 30, 2023				26,800,000	$	6,855,075		$	3,001,924	$	6,652,551		$	(116,759	)	$	16,392,791		$	238,405		$	16,631,196

The accompanying notes are an integral part of these consolidated financial statements.

SOLARBANK CORPORATION

Amended and Restated Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

For the year ended June 30

In Canadian Dollars	2023			2022
	As restated – Note 27
Operating activities:
Net income	$	2,241,986		$	(188,393	)

Items not involving cash:
Depreciation		49,209			25,782
Impairment loss		724,205			-
Recovery of accounts receivable		(212,779	)		-
Loss on fixed asset disposed		4,792			-
Forgiveness of loan receivable		-			132,487
Interest expense		47,348			44,954
Share-based compensation		2,946,849			-
		5,801,610			14,830
Changes in non-cash working capital balances:
Trade and other receivables		(2,457,074	)		4,067,611
Unbilled revenue		(7,402,866	)		-
Contract fulfilment costs		3,384,064			(3,594,531	)
Inventory		(264,182	)		455,992
Prepaids		(908,175	)		42,559
Trade and other payables		2,461,871			(542,069	)
Advance from customer		1,150,612			(17,287	)
Income tax payable		908,865			(17,458	)
Foreign exchange gain and loss		(236,692	)		-
Deferred taxes		-			(118,331	)
Changes in due to related parties		(47,118	)		(120,104	)
Cash provided by operating activities		2,390,915			171,212

Investing activities:
Acquisition of property, plant and equipment		-			(10,970	)
Investment in GIC		(6,550,000	)		-
Investment in partnership units		(722,615	)		-
Acquisition of development asset		(1,122,465	)
Cash used in investing activities		(8,395,080	)		(10,970	)

Financing activities:
Net proceeds from convertible loan		1,250,000			-
Proceeds from issuance of common shares, net transaction costs		5,611,802			-
Cash released from secure line of credit		-			45,409
Repayment of lease obligation		(29,392	)		-
Repayment of short-term loans		(320,275	)		(982,642	)
Net (repayment)/proceeds from long-term debts		(111,111	)		257,962
Repayment of shareholder loan		(593,660	)		-
Cash provided by (used in) financing activities		5,807,364			(679,271	)

Effect of changes in exchange rates on cash		14,251			50,933
Increase (decrease) in cash		(182,550	)		(468,096	)
Cash and cash equivalents, beginning		931,977			1,400,073
Cash and cash equivalents, ending		749,427			931,977

Interest paid		57,335			59,137
Income tax paid		41,701			17,458

The accompanying notes are an integral part of these consolidated financial statements.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Nature of operations:

SolarBank Corporation (formerly Abundant Solar Energy Inc.) (the “Company”) was formed under the laws of the province of Ontario on September 23, 2013. The Company is engaged in the development and operation of solar photovoltaic power generation projects in the province of Ontario and New York state. The Company changed its name from Abundant Solar Energy Inc. to SolarBank Corporation on October 7, 2022.

The address of the Company and the principal place of the business is 505 Consumers Rd, Suite 803, Toronto, ON, M2J 4Z2.

On March 1, 2023, the Company closed its initial public offering (the “Offering”) of common shares. With completion of the Offering, the Company commenced trading its common shares on the Canadian Securities Exchange (the “CSE”) under the symbol “SUNN” on March 2, 2023.

Basis of presentation

(a)

Statement of compliance:

These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The board approved these consolidated financial statements of directors for issue on May 23, 2024.

(b)

Basis of measurement:

These consolidated financial statements were prepared on a going concern basis and historical cost basis with the exception of certain financial instruments as disclosed in note 3.

(c)

Basis of consolidation:

(i)

Subsidiaries

These consolidated financial statements include the accounts of the Company and its wholly or partially owned subsidiaries.

Subsidiaries are consolidated from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary and has the ability to use its power to affect its returns. For non-wholly owned subsidiaries over which the Company has control, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statement of financial position. Net income for the period that is attributable to the non-controlling interests is calculated based on the ownership of the non-controlling interest shareholders in the subsidiary. Adjustments to recognize the non-controlling interests’ share of changes to the subsidiary’s equity are made even if this results in the non-controlling interests having a deficit balance. Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non-controlling interests is adjusted to reflect the change in the non-controlling interests’ relative interests in the subsidiary and the difference between the adjustment to the carrying amount of non-controlling interest and the Company’s share of proceeds received and/or consideration paid is recognized directly in equity and attributed to equity holders of the Company. There are no changes in ownership interest in subsidiaries for the period end June 30, 2023. Details of the Company’s ownership interests in its subsidiaries are as follows:

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Basis of presentation (continued)

Name	Method of accounting	Ownership interest
Abundant Solar Power Inc.	Consolidation		100	%
Abundant Construction Inc.	Consolidation		100	%
Abundant Energy Solutions Ltd.	Consolidation		100	%
2467264 Ontario Inc.	Consolidation		49.9	%
Solar Alliance Energy DevCo LLC	Consolidation		67	%
Solar Alliance TE HoldCo 1, LLC	Consolidation		67	%
Solar Alliance VC1 LLC	Consolidation		67	%
Abundant Solar Power (US1) LLC	Consolidation		67	%
Abundant Solar Power (New York) LLC	Consolidation		100	%
Abundant Solar Power (Maryland) LLC	Consolidation		100	%
Abundant Solar Power (RP) LLC	Consolidation		100	%
SUNN 1011 LLC	Consolidation		100	%
SUNN 1012 LLC	Consolidation		100	%
Abundant Solar Power (CNY) LLC	Consolidation		100	%
SUNN 1016 LLC	Consolidation		100	%
Abundant Solar Power (TZ1) LLC	Consolidation		100	%
Abundant Solar Power (M1) LLC	Consolidation		100	%
Abundant Solar Power (J1) LLC	Consolidation		100	%
Abundant Solar Power (Steuben) LLC	Consolidation		100	%
ABUNDANT SOLAR POWER (USNY- MARKHAM HOLLOW RD-001) LLC	Consolidation		100	%
SUNN 1015 LLC	Consolidation		100	%
SUNN 1002 LLC	Consolidation		100	%
SUNN 1003 LLC	Consolidation		100	%
ABUNDANT SOLAR POWER (USNY-Richmond-002) LLC	Consolidation		100	%
ABUNDANT SOLAR POWER (USNY-Richmond-003) LLC	Consolidation		100	%
SUNN 1006 LLC	Consolidation		100	%
SUNN 1007 LLC	Consolidation		100	%
SUNN 1008 LLC	Consolidation		100	%
SUNN 1009 LLC	Consolidation		100	%
SUNN 1010 LLC	Consolidation		100	%
SUNN (203 Fuller Rd) LLC	Consolidation		100	%
SUNN 1001 LLC	Consolidation		100	%
Abundant Solar Power (USNY-6882 Rice Road-001) LLC	Consolidation		100	%
Abundant Solar Power (LCP) LLC	Consolidation		100	%
Abundant Solar Power (SB13W) LLC	Consolidation		100	%
Abundant Solar Power (SB13N) LLC	Consolidation		100	%
Abundant Solar Power (Dutch Hill 2) LLC	Consolidation		100	%
Abundant Solar Power (Dutch Hill 3) LLC	Consolidation		100	%
SUNN 1004 LLC	Consolidation		100	%

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Basis of presentation (continued)

(i)

Functional and presentation currency:

The Company’s consolidated financial statements are presented in Canadian dollars. The functional currency of Canadian parent company and its Canadian subsidiaries is the Canadian dollar. The functional currency of its subsidiaries in the United States is the US dollar.

Significant accounting policies

(a)

Revenue recognition:

The Company recognizes revenue for project development services, engineering, procurement, and construction (“EPC”) services and operation and maintenance (“OM”) services.

The Company applies the five-step model to contracts when it is probable that the Company will collect the consideration that it is entitled to in exchange for the services transferred to the customer.

At contract inception, the Company assesses services promised within each contract that falls under the scope of IFRS 15, to identify distinct performance obligations.

Project development services

Project development service contract with customers has a single performance obligation which is for the Company to deliver a fully permitted project which is ready for construction. The performance obligation is said to be satisfied at a point in time when development is considered complete. Therefore, the revenue from development contract is recognized when a solar project is fully permitted and ready for construction.

OM services

Each OM service contract with customers has a single performance obligation which is for the Company to provide hourly maintenance services as needed for the solar sites. The performance obligation is satisfied over a period of time. Therefore, the Company recognizes revenue monthly which is when service is rendered and based on the hours spent times pre-determined hourly rate outlined in the contract.

EPC services

Each contract for EPC services has a single performance obligation due to the services included in EPC contract are highly interrelated and the contract includes a significant service of integrating the goods and services into the combined item the customer contracts for, that is, to build the solar sites. The performance obligations are satisfied over a period of time, based on costs incurred to date compared to the total estimated costs for the project.

(b)

Inventory:

Inventory is stated at the lower of cost and net realizable value. Cost includes acquisition costs, direct development costs, borrowing costs, property taxes and other overheads incurred for the development of prospective solar projects. Net realizable value is the estimated selling price in the ordinary course of the business at the balance sheet date, less costs to complete and estimated selling costs.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(c)

Foreign currency translation:

The functional currency of the Company is the Canadian Dollar. Functional currencies of the Company’s subsidiaries are the currency of the primary economic environment in which the subsidiary operates.

Monetary assets and liabilities denominated in foreign currencies are translated to the appropriate functional currency at foreign exchange rates as at the balance sheet date. Foreign exchange differences arising on translation are recognized in the statement of income and loss. Non-monetary assets that are measured in a foreign currency at historical cost are translated using the exchange rate at the date of the transaction.

In preparing the Company’s consolidated financial statements, the financial statements of each entity are translated into Canadian dollars. The assets and liabilities of foreign operations are translated into Canadian dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at average exchange rates for the year. Foreign exchange differences are recognized in other comprehensive income.

(d)

Short-term investments

Short-term investments consist of investments with market values closely approximating book values and original maturities between three and twelve months at the time of purchase. As at June 30, 2023, the Company has two GICs in short-term investment totalling $6,550,000. The GIC of $2,980,000 has one year term and with interest rate of 4.7%. The GIC of $3,570,000 has one year term and with interest rate of 4.95%.

(e)

Business Combination

The Company applies the acquisition method in accounting for business combinations. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. If the Company acquires a controlling interest in a business in which it previously held an equity interest, that equity interest is remeasured to fair value at the acquisition date with any resulting gain or loss recognised in profit or loss or other comprehensive income, as appropriate. Consideration transferred as part of a business combination may include the amounts related to the settlement of pre-existing relationships. The gain or loss on the settlement of any pre-existing relationship is recognised in profit or loss.

(f)

Financial instruments:

The Company recognizes a financial asset or a financial liability in its consolidated statement of financial position when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures a financial asset or a financial liability at its fair value plus or minus, in the case of a financial asset or a financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or the financial liability.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(i)

Financial assets:

The Company will classify financial assets as subsequently measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss based on its business model for managing the financial asset and the financial asset’s contractual cash flow characteristics. The three categories are defined as follows:

Financial assets at amortized cost:

A financial asset is measured at amortized cost if both of the following conditions are met:

		●	the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
		●	the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Company’s trade and other receivables and short-term investments are measured at amortized cost.

Financial assets at fair value through other comprehensive income:

Financial assets are classified and measured at fair value through other comprehensive loss if they are held in a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets. The Company does not have any financial assets classified as fair value through other comprehensive loss.

Financial assets at fair value through profit or loss:

Any financial assets that are not held in one of the two business models mentioned are measured at fair value through profit or loss. The Company’s cash and long-term investment in partner units is classified as fair value through profit or loss.

(ii)

Financial liabilities:

The Company’s financial liabilities include accounts payable and accruals, advance from vendor, loan payable, and long-term debt. The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company’s accounting policy for each category is as follows:

Financial liabilities at fair value through profit or loss:

Financial liabilities are classified at fair value through profit or loss if they are held for trading or are derivative liabilities. The Company does not have any financial liabilities classified as fair value through profit or loss.

Financial liabilities at amortized cost:

Financial liabilities classified at amortized cost are those that are not classified as financial liabilities at fair value through profit or loss. Subsequent to initial recognition, they are carried at amortized cost using the effective interest method. The Company’s trade and other payables, loan payable, lease liabilities, convertible debenture, long-term debt, and tax equity liabilities are classified at amortized cost.

(iii)

Finance income and finance costs

Investment income on financial assets at amortized cost and FVOCI are amortized using the effective interest rate method.

Finance fees and transaction costs on financial assets at FVTPL are expensed as incurred.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(g)

Expected credit losses:

In accordance with IFRS 9, loss allowances for expected credit losses (“ECLs”) on financial assets measured at amortized cost or at FVOCI are recognized. ECLs are updated at each reporting date on the basis of available information. The Company applies the simplified approach described in IFRS 9 to trade receivables, whereby the amount of the impairment allowance of a receivable is measured subsequent to initial recognition on the basis of lifetime expected credit losses.

(h)

Tax equity structures

The Company owns and operates solar facilities in the US under subsidiaries that are set up as tax equity structures to finance the construction and operation of solar facilities. These structures are designed to allocate the majority of renewable tax incentives, such as investment tax credits (“ITCs”) and accelerated depreciation for tax purposes, to tax equity investors (“TEIs”). With its current portfolio of solar facilities, the Company cannot fully monetize such tax incentives and it therefore partners with third party TEIs. Generally, tax equity structures allocate the majority of the project’s US taxable income and renewable tax incentives, along with a portion of the project’s cash flows, to the TEIs until they receive an agreed-upon after-tax investment return (the “flip point”). The flip points are generally dependent on the projects’ respective returns but also may be contractually determined. At all times, both before and after the projects’ flip points, the Company retains control over the projects finance with a tax equity structure in partnership with third party TEIs. Subsequent to the flip point, the Company receives the majority of the projects’ taxable income, cash flows and remaining tax incentives.

When a tax equity partnership is formed, the Company assesses whether the project company should be consolidated based on the Company’s right to variable returns and its ability to influence financial and operational decisions impacting those returns. Due to the operational and financial nature of the projects, and the protective nature of the rights normally given to tax equity investors, the Company typically has the control and influence to consolidate the entity.

Amounts paid by the TEIs for their equity stakes are classified as debt on the consolidated statements of financial position and are measured at amortized cost using the EIR method. The Company has the option to settle with the TEI after the flip date at a defined price and in certain contracts the TEI can put their investment back to the Company after the flip date at the same defined price. These options are generally time bound.

The Company recognizes the TEI contributions as a long-term liability, at an amount representing the proceeds received from the TEI in exchange for shares of the subsidiary, net of the following elements affecting amortized cost of the tax equity:

●

ITC: Allocation of ITCs to the TEI is recognized in other income and as a reduction of tax equity.

●

Taxable income (loss), including tax attributes such as accelerated tax depreciation: Allocation of taxable income and other tax attributes to the TEI is recognized in other (income) expenses as incurred and as a reduction of tax equity.

●

Cash distributions: Cash allocation to the TEI is recognized as a reduction of tax equity.

Tax equity balances are increased by interest recognized at the implicit interest rate.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(i)

Basic and diluted net income (loss) per share

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

(j)

Impairment of non-financial assets:

At each reporting date, the Company reviews the carrying amounts of its non-financial assets including property, plant and equipment (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into cash-generating units (“CGUs”) which are the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

Impairment losses are recognized in profit or loss. The Company evaluates impairment losses, except goodwill, for potential reversals when events or circumstances warrant such consideration. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(k)

Income taxes:

Income tax represents current tax and deferred tax. The Company and its subsidiaries record current tax based on the taxable income for the period calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred income taxes are accounted for using the liability method. The asset-liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred income tax assets and liabilities are determined for each temporary difference based on enacted or substantially enacted tax rates that are expected to be in effect when the underlying items are expected to be realized. The effect of a change in tax rates or tax legislation is recognized in the period of substantive enactment. Deferred tax assets, such as non-capital loss carry forwards, are recognized to the extent it is probable that taxable income will be available against which the asset can be utilized.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(l)

Property, plant and equipment:

Property, plant and equipment are initially recorded at cost, including all directly attributable costs to bring the assets to the location and condition necessary for it to be capable of operating in the manner intended by management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is computed on a declining balance basis based on the nature and useful lives of the assets. The significant classes of plant and equipment and their estimated useful lives are as follows:

Computer equipment		55%
Furniture and equipment		20%
Leasehold improvement		Lesser of lease term and useful life
Solar facility		5-year MACRS

Subsequent costs that meet the asset recognition criteria are capitalized, while costs incurred that do not extend the economic useful life of an asset are considered repairs and maintenance, which are accounted for as an expense recognized during the year.

(m)

Development asset:

Development assets consists of design, development, engineering, interconnection, permitting, and acquisition costs associated with new solar facilities. These costs are capitalized within project development costs until construction begins, at which time they are transferred to property, plant and equipment. The Company capitalizes these costs when it believes the facilities will more likely than not be constructed.

(n)

Share based payment transactions:

The Company makes share-based awards, including restricted share units (“RSUs”) and stock options to employees, officers, directors, and consultants.

For equity-settled awards, the fair value is charged to the consolidated statements of income and credited to equity, on a straight-line basis over the vesting period, after adjusting for the estimated number of awards that are expected to vest. The fair value of RSUs is determined based on quoted market price of our common shares at the date of grant. The fair value of the stock options granted to employees, officers, and directors is determined at the date of grant using the Black-Scholes option pricing model with market related input. The fair value of stock options granted to consultants is measured at the fair value of the services delivered unless that fair value cannot be estimated reliably, which then is determined using the Black-Scholes option pricing model. Stock options with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

At each reporting date prior to vesting, the cumulative expense representing the extent to which the vesting period has expired and management’s best estimate of the awards that are ultimately expected to vest is computed (after adjusting for non-market performance conditions). The movement in cumulative expense is recognized in the consolidated statements of income with a corresponding entry within equity. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vested irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(o)

Leases:

The Company assesses whether a contract is or contains a lease at the inception of the contract. A lease is recognized as a right-of-use (“ROU”) asset and corresponding lease liability at the commencement date. Each lease payment included in the lease liability is apportioned between the repayment of the liability and an interest expense in profit or loss. Lease liabilities represent the net present value of fixed lease payments (including in-substance fixed payments); variable lease payments based on an index, rate, or subject to a fair market value renewal condition; amounts expected to be payable by the lessee under residual value guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if it is probable that the lessee will exercise that option.

(p)

Government grant:

The government grant is recognized when there is reasonable assurance that the Company will comply with any conditions attached to the grant, and the grant will be received. The government grant is recognized in profit or loss to offset the related expenses on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate, which in the case of grants related to assets requires setting up the grant as deferred income or deducting it from the carrying amount of the asset.

(q)

Significant accounting judgments and estimates:

The preparation of financial statements requires management to use accounting estimates and exercise judgment in the process of applying its accounting policies. Actual results may differ from the estimates and assumptions used in preparing these consolidated financial statements. Estimates and judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of the consolidated financial statements:

(i)

Taxes:

The Company accounts for differences that arise between the carrying amount of assets and liabilities and their tax bases in accordance with IAS 12, Income Taxes, which requires deferred income tax assets only to be recognized to the extent that it is probable that future taxable profits will be available against which the deferred income tax assets can be utilized. The Company estimates future taxable profits based on the future financial models and projections. Any change to the estimates and assumptions used for the key operational and financial variables could affect the amount of deferred income tax assets recognized by the Company. Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period.

(ii)

Percentage of completion calculation:

The Company measures the stage of completion for EPC projects based on costs incurred to date compared to the total estimated costs for the project. The estimation of total estimated costs requires judgement and changes to these estimates may affect revenue, unbilled revenue, and deferred revenue.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(iii)

Expected credit loss:

The Company makes estimates for expected credit loss in respect of accounts receivables and other receivables based on IFRS 9 – Financial instruments. The expected credit loss is estimated based on management’s assessment of the credit history with the customers, current relationship with them and taking into consideration of forward-looking information. A change in customers’ payment behaviour or financial position could impact the expected credit loss recorded in the accounts. If actual credit losses differ from estimates, future earnings would be affected.

(iv)

Warranties:

The Company generally provides a warranty period of one year for its services. Management applies estimates in establishing warranty provision on the basis of warranty terms in the sales contract and historical experience. For the year ended June 30, 2023, $Nil warranty provision was recorded (2022 - $Nil).

(v)

Contract fulfilment costs:

When determining the appropriate accounting treatment for the costs incurred to fulfil a contract, the Company firstly considers any other applicable standards. If those other standards preclude capitalisation of a particular cost, then an asset is not recognized under IFRS 15.

If other standards are not applicable to such contract fulfilment costs, the Company applies the following criteria which, if met, result in capitalisation: (i) The costs directly relate to a contract or to a specifically identifiable anticipated contract; (ii) the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; (iii) the costs are expected to be recovered. The assessment of this criteria requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recoverable.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

The Company has determined that, where the relevant specific criteria are met, the costs directly relate to engineering services, procurement and construction services rendered are likely to qualify to be capitalised as contract fulfilment assets.

Judgement is applied by the Company when determining what costs qualify to be capitalised in particular when these costs are incremental and whether these are expected to be recoverable.

(vi)

Convertible debenture:

The determination of the fair value of convertible debentures requires the input of highly subjective assumptions, including the expected discount rate. Changes in the input assumptions could materially affect the fair value estimate.

(vii)

Stock-based compensation and warrant valuation:

The fair value of stock options issued and warrants granted are subject to the limitation of the Black-Scholes option pricing model which incorporates market data, and which involves uncertainty and subjectivity in estimates used by management in the assumptions. The model requires assumptions relating to share price volatility, expected life of options and discount rate. Changes in these assumptions affect the fair value of the options and the amount of stock-based compensation to be recognized in operations over the vesting period.

(viii)

Tax equity liabilities

The Company makes estimates in the determination of expected future cash flows to calculate the effective interest rate (“EIR”) and amortization of tax equity liabilities. Tax equity investors generally require a specified allocation of the project’s cash distributions and tax attributes such as investment tax credit and taxable income or loss, including accelerated tax depreciation. Estimates are made when determining the amount and allocation of cash distributions and tax attributes to the tax equity investors, which may be influenced by a number of assumptions such as electricity production, selling prices, costs to operate and tax amounts.

(ix)

Determining control or significant influence of special purpose entities

The determination of whether the Company has control or significant influence over special purpose entities requires the Company to make assumptions and judgments in evaluating its specific control and influence characteristics. The Company exercises judgment in determining whether non-wholly owned special purpose entities are controlled by the Company, which involves the assessment of how the decisions of the special purpose entities are made, whether the rights of other partners are protective or substantive in nature, and the ability of the Company to influence the returns of the special purpose entity.

(x)

Acquisitions

Management has had to apply judgment relating to acquisitions with respect to whether the acquisition was a business combination or an asset acquisition. Management applied a three-element process to determine whether a business or an asset was purchased, considering inputs, processes and outputs of each acquisition in order to reach a conclusion.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Significant accounting policies (continued)

(r)

Utilization, derecognition and impairment of contract fulfilment costs:

The Company utilises contract fulfilment costs to cost of goods sold over the expected contract period using a systematic basis that mirrors the pattern in which the Company transfers control of the services to the customer.

A contract fulfilment costs is derecognised either when it is disposed of or when no further economic benefits are expected to flow from its use or disposal.

At each reporting date, the Company determines whether or not the contract fulfilment costs are impaired by comparing the carrying amount of the asset to the remaining amount of consideration that the Company expects to receive less the costs that relate to providing services under the relevant contract. In determining the estimated amount of consideration, the Company uses the same principles as it does to determine the contract transaction price, except that any constraints used to reduce the transaction price will be removed for the impairment test.

(s)

Convertible debenture:

The Company evaluates the terms of its financial instruments to determine whether it contains both a liability and an equity component. The Company recognizes separately the components of a financial instrument that create a financial liability and grants an option to the holder of the instrument to convert it into equity of the Company. On initial recognition, the instrument’s fair value is allocated between the liability and the equity components using the residual method. The fair value of any derivative feature embedded in the compound financial instrument (other than the equity component, such as an equity conversion feature) is presented as a liability instrument.

(t)

Accounting standards issued but not yet effective:

The following new and revised accounting standard, along with any consequential amendments was adopted by the Company for annual periods beginning on or after January 1, 2023.

IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

In February 2021, the IASB issued amendments to IAS 8 to clarify how reporting entities should distinguish changes in accounting policies from changes in accounting estimates. The amendments include a definition of “accounting estimates” as well as other amendments to IAS 8 that will help entities distinguish changes in accounting policies from changes in accounting estimates. This distinction between these two types of changes is important as changes in accounting policies are normally applied retrospectively to past transactions and events, whereas changes in accounting estimates are applied prospectively to future transactions and events.

IAS 1 – Presentation of Financial Statements

In February 2021, the IASB issued amendments to IAS 1 “Presentation of Financial Statements” and IFRS Practice Statement 2 “Making Materiality Judgements” aiming to improve accounting policy disclosures. The amendments to IAS 1 require reporting entities to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures.

The Company does not expect the adoption of these new amendments to have a significant impact as the amendments only affect the note disclosure of the financial statements.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Trade and other receivables

	June 30, 2023		June 30, 2022

Accounts receivable, net	$	1,978,834	$	387,816
Receivable from Solar Flow-Through ⁽¹⁾	$	1,537,357		1,469,693
Other receivable		321,016		135,013
Due from related parties (note 22)		-		207,704
	$	3,837,207	$	2,200,226

(1)

In 2017, the Company entered into a sales contract with a group of limited partnerships known as Solar Flow-Through Funds (“SFT”) to provide development services for solar photovoltaic projects. Management expects the accounts receivable is fully collectible once SFT receive the payments from the Ontario government in respect of terminated contracts. With the expectation of collection from SFT, the Company recovered $212,227 allowance for doubtful account recorded in previous year and recognized the amount in other income for the year ended June 30, 2023. In June 2023, the Company acquired partnership units from SFT, see note 21.

Prepaid expenses and deposits

	June 30, 2023		June 30, 2022

Interconnection deposits⁽¹⁾	$	469,725	$	2,008,441
Construction in progress deposit⁽²⁾		1,623,209		-
Security deposits		12,352		14,852
Prepaid insurance		74,373		18,335
Prepaid rent		-		7,297
Prepaid marketing expenses⁽³⁾		782,101
Other prepaids and deposits		92,918		11,530
	$	3,054,678	$	2,060,455

	(1)	Interconnection deposits are made to the utility companies for the connection cost of each project that completes a CESIR report (Coordinated Electric System Interconnection Review) with that utility. The utility companies complete their analysis and provide an estimated cost to connect the project to the grid when ready. To hold the place in the utility line and reserve grid capacity for said project, the estimated connection cost must be paid ahead of time which is what comprises the interconnection deposits amount. The Interconnection deposit would become a part of the cost of sales once the projects reach commercial operation.
	(2)	Deposits related prepayments made on the purchase of raw materials required for construction of Independent Power Producer projects, Manlius and Geddes, located in New York, USA.
	(3)	The Company hired two investor relations and marketing consultant companies to increase the Company’s visibility in the market and to explore over-seas markets. The balance is related to the payment made to these two marketing consultant companies.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Property, Plant and Equipment

	Computer equipment		Furniture and equipment		Leasehold improvement			Total
Cost:
Balance, June 30, 2021	$	49,014	$	83,706	$	10,650		$	143,370
Additions		10,970		-		(10,650	)		320
Balance, June 30, 2022	$	59,984	$	83,706	$	-		$	143,690

Accumulated amortization:
Balance, June 30, 2021	$	44,629	$	64,364	$	5,857		$	114,850
Amortization/reversal		5,344		4,239		(5,857	)		3,726
Balance, June 30, 2022	$	49,973	$	68,603	$	-		$	118,576
Net Book Value- June 30, 2022	$	10,011	$	15,103	$	-		$	25,114

	Computer equipment			Furniture and equipment			IPP facilities⁽¹⁾		Total
Cost:
Balance, June 30, 2022	$	59,984		$	83,706		$	-	$	143,690
Additions/dispositions		(40,728	)		(33,453	)		937,194		863,013
Balance, June 30, 2023	$	19,256		$	50,253		$	937,194	$	1,006,703

Accumulated amortization:
Balance, June 30, 2022	$	49,973		$	68,603		$	-	$	118,576
Depreciation		4,728			2,655			-		7,383
Reversal		(40,825	)		(28,564	)		-		(69,389	)
Balance, June 30, 2023	$	13,876		$	42,694		$	-	$	56,570
Net Book Value- June 30, 2023	$	5,380		$	7,559		$	937,194	$	950,133

(1)

Independent Power Producer facilities. On June 20, 2023, the Company acquired 67% membership interest in Solar Alliance Energy DevCo LLC (“Solar Alliance DevCo”) which indirectly holds two solar facilities in New York: Solar Alliance VC1 LLC (“VC1”) and Abundant Solar Power US1 LLC (“US1”). This is a non-cash addition (Note 7).

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Acquisitions

Solar Alliance DevCo LLC

Abundant Solar Power (“ASP”) has an EPC agreement with Solar Alliance Energy Inc (“Solar Alliance”) to be engaged in the development, engineering, procurement, construction, and operations of solar energy facilities (US1 & VC1 projects). The US1 & VC1 projects reached PTO (permission to operation) in December 2022. According to the EPC agreement, ASP had fulfilled its performance obligation and was able to recognize EPC services revenue at the amount of $1,340,765 CAD ($1,082,345 USD) when US1 & VC1 projects were reached PTO.

On December 28, 2022, the Company entered into a promissory note with Solar Alliance converting a series of overdue accounts receivables of $1,206,004 (USD $891,158) since August 2022 to a note receivable. The promissory note bears interest rate of 15% per annum and was payable on a monthly basis.

On June 20, 2023, the Company settled the outstanding promissory note of $1,206,004 (USD $891,158) plus accrued interest of $111,821 (USD $82,203) through the acquisition of 67% of in Solar Alliance DevCo, a wholly-owned subsidiary of Solar Alliance, under the terms of membership interest purchase agreement. As a result of the acquisition, Solar Alliance DevCo operates as a subsidiary of ASP. Solar Alliance DevCo holds two solar energy facilities (US1 & VC1) which have reached commercial operation stage. As a result, the Company has determined that this transaction is a business combination as the assets acquired and liabilities assumed constitute a business. The transaction was accounted for using the acquisition method of accounting whereby the assets acquired, and liabilities assumed were recorded at their estimated fair values at the acquisition date.

The provisional allocation of the purchase consideration to the total fair value of net assets acquired is as follows:

Fair value of net assets acquired	$
Accounts receivable		407,210
Capital assets		937,194
Accounts payable		(25,851	)
Tax equity liability		(460,607	)
Identifiable net assets acquired		857,946
Non-controlling interest		(283,122	)
Purchase consideration transferred		574,824

On acquisition, the purchase consideration transferred of $574,824 is the fair value of the promissory note plus accrued interest as of June 20, 2023. Hence, the Company recognized an impairment loss of $724,205 (USD $539,204) from the remeasurement of promissory note to its fair value as of the acquisition date. The impairment loss was recognized in profit and loss.

The Company also recognized $283,122 (USD $213,838) for 33% non-controlling interest in Solar Alliance DevCo.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

Contract fulfilment costs

As of June 30, 2023 and 2022, the Company’s contract fulfillment costs are comprised of costs incurred for EPC services for the solar projects.

Balance, June 30, 2022	$	3,594,531
Additions: EPC costs		5,278,453
Utilised during the period		(9,038,312	)
Foreign currency Impact		165,328
Balance, June 30, 2023	$	-

Inventory

As of June 30, 2023 and 2022, the Company’s inventory is comprised of development costs for the solar projects.

Balance, June 30, 2021		593,784
Additions: development costs		110,241
Minus: development costs expensed to cost of goods sold		(512,832	)
Foreign currency Impact		4,727
Balance, June 30, 2022	$	195,920

Balance, June 30, 2022		195,920
Additions: development costs		805,214
Minus: development costs expensed to cost of goods sold		(555,794	)
Foreign currency Impact		3,381
Balance, June 30, 2023	$	448,721

10.

Development asset

Development projects are depreciated over the useful lives of the resulting assets once they become operational. The balance in development assets include costs incurred on the projects relating to completion of interconnection agreement with the utility companies and obtaining permits from the local authority having jurisdiction.

11.

Trade and other payables

	June 30, 2023		June 30, 2022
Accounts payable and accrued liabilities	$	1,542,849	$	1,950,817
Due to related party		63,754		104,545
Other payable ⁽¹⁾		3,106,894		547,502
	$	4,713,497	$	2,602,864

(1)

Balance includes $2,123,220 NYSERDA grants to be paid to various projects.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

12.

Unearned revenue

As of June 30, 2023 and 2022, the Company’s unearned revenue mostly consists of payments received for EPC projects not started yet.

Balance, June 30, 2022	$	16,281
Additional payments received		1,134,331
Recognized to revenue		-
Balance, June 30, 2023	$	1,150,612

13.

Right of use assets and lease liabilities

The Company leases office space in 2022 in Canada. The lease started on May 1, 2022, with a five-year lease term. The monthly lease payment is $4,697 starting from September 1, 2022, which will be adjusted on annual basis. The ROU and lease obligation were measured at the present value of the lease payment and discounted using an incremental borrowing rate of 10%.

The continuity of the right-of-use as of June 30, 2023 and 2022 is as follows:

Right-of- use assets	Office
Cost:
Balance, June 30, 2022		197,719
Addition		-
Balance, June 30, 2023		197,719

Accumulated amortization:
Balance, June 30, 2022		11,405
Amortization:		41,827
Balance, June 30, 2023		53,232

Net Book Value, June 30, 2023		144,487

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

13.

Right of use assets and lease liabilities (continued)

The continuity of the lease liabilities as of June 30, 2023 and 2022 is as follows:

Lease liabilities	Office
Balance, June 30, 2022		202,704
Payments:		(46,966	)
Interest accretion:		17,573
Balance, March 31, 2023		173,311
Current		44,961
Long term		128,350
Net Book Value, March 31, 2023		173,311

The maturity analysis of the Company’s contractual undiscounted lease liabilities as of June 30, 2023 is as follows:

2024	$	60,302
2025		64,183
2026		67,957
2027		11,431
Total	$	203,873

14.

Loan payable

	June 30, 2023		June 30, 2022

Shareholder loan ⁽¹⁾	$	-	$	567,664
	$	-	$	567,664

(1)

On January 7, 2021, the Company entered into a term loan agreement with a shareholder for a loan of $656,859 (USD$517,017) with a fixed interest rate of 10% for the first month and 1% for the remaining 11 months compound monthly. The loan has a maturity of January 7, 2022 as well as the following collateral: all accounts and accounts receivable, all equipment, furniture and fixtures, all inventory, all intangibles, all investments property and securities, all rights to the payment of money, all chattel paper, all deposit accounts, all interconnection security amounts, all properties, accessories, accessions, returns, repossessions, exchanges, substitutions and replacements and all proceeds. The balance at June 30, 2022 was $567,664. The Company fully repaid the loan plus interest of $5,677 on September 16, 2022.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

15.

Long-term debt

	June 30, 2023		June 30, 2022
Highly Affected Sectors Credit Availability Program ⁽¹⁾	$	870,370	$	981,481
Canadian Emergency Business Account ⁽²⁾		40,000		40,000
Promissory Note ⁽³⁾		-		320,273
Total		910,370		1,341,754
Less: current portion		151,111		111,111
Long-term portion	$	759,259	$	1,230,643

(1)

In 2021, the Company received a Highly Affected Sectors Credit Availability Program (HASCAP) loan for a total of $1,000,000 at 4% annual from Bank of Montreal. The loan has a ten-year amortization period with interest payment only for the first year. Principal payments are to commence in May 2022. During the year ended June 30, 2023, the interest recorded and paid was $37,214 (2022 - $39,970).

(2)

The Company received a Canada Emergency Business Account (“CEBA”) interest-free loan for a total of $60,000 from the Government of Canada. The loan bears interest at 0% per annum and is repayable by December 31, 2023. If $40,000 is repaid in full on or before December 31, 2023 and certain conditions are met, which include the use of funds for non-deferrable operating expenses only, $20,000 of the loan will be forgiven. Alternatively, on December 31, 2024, the Company can exercise the option to extend the loan for a two-year term which bears interest at 5% per annum.

The Company intends to repay the loan on or before December 31, 2023. Accordingly, the forgiveness portion of the $20,000 was recognized as government grant income during the year ended June 30, 2021 when the Company received the loan. The Company remains contingently liable as the Company will be required to repay the forgiven amount if the conditions are not met.

(3)

On April 8, 2022, the Company entered into a promissory note agreement with Energy Line Investment Ltd. (ELI) for a loan of $320,273 (USD 250,000) with an interest rate of 8% compounded annually. The principal of loan is unsecured and payable on a quarterly basis beginning July 8, 2023 with the amount of $40,034 (USD 31,250). The interest of loan is payable on a quarterly basis beginning July 8, 2022 of amount of $6,329 (USD 5,000). The full amount of $343,776 in principal and $13,146 in interest has been fully repaid on October 6, 2022.

Estimated principal repayments are as follows:

2024	$	151,111
2025		111,111
2026		111,111
2027		111,111
2027 onwards		425,926
Total	$	910,370

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

16.

Tax equity

On June 20, 2023 the Company acquired 67% membership interest in an entity which owns and operates certain solar facilities in the US under subsidiaries that are set up as tax equity structures to finance the capital cost of the solar facilities. Amounts paid by the TEIs for their equity stakes are classified as debt on the consolidated statements of financial position and are measured at amortized cost using the effective interest rate (“EIR”) method. Amortized cost is affected by the allocation of ITCs, taxable income, and accelerated tax depreciation. Financing expenses represent the interest accretion using the EIR. The EIR of the tax equity was determined to be 9%, the loan value was $549,061 (USD 414,699), with a maturity date (representing the expected flip point as estimated) of 2028 and the percentage of ownership between 99%, reflecting the allocation of taxable income or loss prior to the flip date.

Tax equity investors in US solar projects generally require sponsor guarantees as a condition to their investment. To support the tax equity investments, the Company executed guarantees indemnifying the tax equity investors against certain breaches of project level representations, warranties and covenants and other events. The Company believe these indemnifications cover matters which are substantially under its control and are very unlikely to occur.

17.

Convertible debenture

In October 2022, the Company completed a convertible bridge loan financing for gross proceeds of $1,250,000 (the “Convertible Loan”). Upon the closing of the initial public offering, the proceeds of the Convertible Loan converted into Conversion Units at a conversion price of $0.50 per Conversion Unit (or 2,500,000 Conversion Units). Each Conversion Unit consists of one Common Share, one Series A Warrant and on Series B Warrant.

Each Series A Warrant entitle the lenders to purchase one common share at a price of $0.50 upon the satisfaction of the Series A vesting condition that is the Warrant shall become exercisable upon the Company attaining a fully diluted market capitalization of CAD $20M calculated by multiplying all of the issued and outstanding common shares and convertible securities of the Company by its closing price on the stock exchange where its primary trading occurs. The Series A vesting condition was satisfied on the closing date of the IPO. As a result, 2,500,000 Series A warrants vested on March 1, 2023.

Each Series B Warrant entitle the lenders to purchase one common share at a price of $0.50 upon the satisfaction of the Series B vesting condition that is the Warrant shall become exercisable upon the Company completing a listing on a senior Canadian or United States stock exchange such that the Company is not designated as a venture issuer. This condition has not yet been satisfied.

Both Series A Warrant and Series B Warrant expires 60 months from the closing of the initial public offering.

On inception, the Company allocated the total proceeds received between the liability and equity components of the convertible debenture using the residual method, based on a discount rate of 10%, which is the estimated cost at which the Company could borrow similar debt without a conversion feature. The liability component with a fair value of $1,136,364 on inception is measured at amortized cost and is accrued over the expected term to maturity using the effective interest method. The equity component with a fair value of $113,636 on inception is presented as a component of shareholders’ equity. On March 1, 2023, the full liability portion of the Convertible Loan converted to 2,500,000 Common Shares. A continuity of the liability portion of the convertible debentures is as follows:

Balance, June 30, 2022		-
Initial recognition	$	1,136,364
Accretion interest expenses		47,348
Conversion of Loan upon IPO		(1,183,712	)
Balance, June 30 2023	$	-

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

18.

Financial instruments

The Company as part of its operations carries financial instruments consisting of cash, trade receivables, accounts payable and accruals, loan payable, and long-term debt.

(a)

Fair value:

The Company’s financial assets and liabilities carried at fair value are measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy are as follows:

●

Level 1: Quoted prices in active markets for identical assets or liabilities.

●

Level 2: Inputs other than quoted prices that are observable for the asset or liability.

●

Level 3: Inputs for the asset or liability that are not based on observable market data.

Cash is carried at fair value using a Level 1 fair value measurement. The Company do not have Level 2 and Level 3 financial instrument.

The carrying amounts of trade and other receivables, due from and due to related parties, trade and other payables approximate their fair values due to the short-term maturities of these items. The carrying amounts of loan payable, lease liabilities and long-term debt approximate their fair value as they are discounted at the current market rate of interest.

(b)

Financial risk management:

(i)

Credit risk and economic dependence:

Credit risk is the risk of financial loss associated with the counterparty’s inability to fulfill its payment obligations. The Company has no significant credit risk with its counterparties. The carrying amount of financial assets net of impairment, if any, represents the Company’s maximum exposure to credit risk.

The Company has assessed the creditworthiness of its trade and other receivables and amount determined the credit risk to be low. Utility deposits are made to local government utility with high creditworthiness. Cash has low credit risk as it is held by internationally recognized financial institutions.

(ii)

Concentration risk and economic dependence:

The outstanding accounts receivable balance is relatively concentrated with a few large customers representing majority of the value. See table below showing a few customers who account for over 10% of total revenue as well as customers who account for over 10% percentage of outstanding Accounts Receivable. Outstanding accounts payable balance is relatively concentrated with a few large customers representing majority of the value. See table below showing a few vendors who account for over 10% of total purchases as well as vendors who account for over 10% of outstanding accounts payable.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

18.

Financial instruments (continued)

June 30, 2023	Revenue		% of Total Revenue
Customer A	$	8,687,175		47	%
Customer B	$	5,924,196		32	%

June 30, 2022		Revenue				% of Total Revenue
Customer A		$	8,925,034				88	%

June 30, 2023	Account Receivable		% of Account Receivable
Customer A	$	8,584,998		76	%
Customer C	$	1,537,357		14	%

June 30, 2022	Account Receivable		% of Account Receivable
Customer A	$	3,619,579		64	%
Customer B	$	1,596,777		28	%

June 30, 2023		Purchase				% of Total Purchases
Vendor A		$	2,698,889				19	%

June 30, 2022	Purchase		% of Total Purchases
Vendor B	$	2,928,814		36	%
Vendor C	$	1,630,780		20	%

June 30, 2023		Account Payable				% of Account Payable
Vendor A		$	549,996				12	%

June 30, 2022		Account Payable				% of Account Payable
Vendor B		$	1,108,168				43	%

(iii)

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due by maintaining adequate reserves, banking facilities, and borrowing facilities. All of the Company’s financial liabilities are subject to normal trade terms.

(iv)

Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not carry debt at a variable rate and is exposed to interest rate risk on its cash which is not considered significant.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

19.

Share Capital

(a)

Authorized

Unlimited number of common shares with no par value.

(b)

Issued and outstanding share capital

At June 30, 2023, the Company had 26,800,000 common shares issued and outstanding. A summary of changes in share capital and contributed surplus is contained on the consolidated statements of changes in shareholders’ equity. During the year ended June 30, 2023 the Company did not issue any Common Shares in at-the-market offerings.

During the year ended June 30, 2023, the Company issued the following shares:

On October 17, 2022, the Company completed a share split on a 1:160 basis. The total number of outstanding common shares after the split became 16,000,000. As required by International Accounting Standards (“IAS”) 33 Earnings per Share, all references to share capital, common shares outstanding, warrants outstanding, options outstanding, and per share amounts in these consolidated financial statements and the accompanying notes for time periods prior to the share consolidation have been restated to reflect the 1:160 share split.

ii.

On March 1, 2023, the Company closed its initial ‎public offering (the “IPO”) of common shares of the Company (“Common ‎Shares”) raising aggregate gross proceeds of $6,037,500. The IPO consisted of a total of 8,050,000 common shares (including full exercise of the over-allotment option) issued at a purchase price of $0.75 per common share. The Company paid $362,250 in broker commissions, $63,448 legal fees and issued 483,000 broker warrants to purchase common shares at $0.75 per share until March 1, 2026.The broker warrants were valued using the Black-Scholes model resulting in fair value of $242,575.

iii.

On March 1, 2023, upon the closing of the Offering, the proceeds of the Convertible Loan (see Note 17) converted into 2,500,000 common shares, 2,500,000 Series A Warrant and 2,500,000 Series B Warrant.

iv.

On November 4, 2022, the Company granted 500,000 Restricted Share Units (“RSUs”) to a consultant in connection with the services provided to assist the Company successfully completed IPO. The RSUs were granted to consultant at price of $0.75 per share. Pursuant to the agreement, each unit is exercisable into one common share of the Company for a period of 60 days from the vesting date. 50% of the units, or 250,000 units, are vested on the date of closing of the Company’s IPO, which was March 1, 2023, and the remaining 50% vests on the date that is 5-month after the date of closing of the IPO (on August 2, 2023). On March 8, 2023, 250,000 common shares were distributed as a result of the vesting of 250,000 RSUs.

On March 13, 2023, 15,000 Restricted Share Units (“RSUs”) were granted to an employee of the Company at grant date closing price of $2.73 per share subject to a vesting schedule over a two years term with 50% of the RSUs vesting on March 1, 2024 and 50% vested on March 1, 2025.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

19.

Share Capital (continued)

(c)

Warrants

The following table reflects the warrants issued and outstanding as of June 30, 2023:

Date granted	Expiry	Exercise price (CAD)		Issued		Expired		Exercised		Balance at June 30, 2023
03-Oct-2022	10-Jun-2027	$	0.10		2,500,000		-		-		2,500,000
01-Mar-2023	01-Mar-2026	$	0.75		483,000		-		-		483,000
01-Mar-2023	01-Mar-2028	$	0.50		5,000,000		-		-		5,000,000
					7,983,000		-		-		7,983,000
Weighted average exercise price										$	0.39
Weighted average remaining contractual life											4.33 years

On October 3, 2022, the Company granted an aggregated of 2,500,000 warrants as compensation to consultants in connection with the advisory services provided to assist the Company to successfully complete IPO. The warrants have been recorded at their estimated fair value of $1,792,594 during the year ended June 30, 2023. Each fully vested warrant may be exercised at $0.10 to acquire common share. The estimated fair value of the warrants was measured using the Black-Scholes valuation model. The underlying weighted average assumption used in the estimation of fair value in the Black-Scholes valuation model are as follows:

	●	Risk free rate: 3.59%
	●	Expected life: 4.69 years;
	●	Expected volatility: 126% based on historical five-year trends of industry peers;
	●	Expected dividend yield: 0%;

On March 1, 2023, the Company granted an aggregate of 483,000 warrants to a brokerage firm as commission for the completion of the IPO. The warrants have been recorded at their estimated fair value of $248,069 during the year ended June 30, 2023. Each fully vested warrant may be exercised at $0.75 to acquire a common share. The estimated fair value of the warrants was measured using the Black-Scholes valuation model. The underlying weighted average assumption used in the estimation of fair value in the Black-Scholes valuation model are as follows:

	●	Risk free rate: 3.85%
	●	Expected life: 3 years;
	●	Expected volatility: 111% based on historical three-year trends of industry peers;
	●	Expected dividend yield: 0%;

On March 1, 2023, the Company granted an aggregate of 5,000,000 warrants as a result of the Convertible Loan conversion (see Note 17). Each fully vested warrant may be exercised at $0.50 to acquire a common share. The warrants vest 50% at closing of the Offering, which was on March 1, 2023 and 50% upon the Company completing a listing on senior Canadian or United States stock exchange such that it is not designated as a “Venture Issuer”. These warrants were issued as a result of conversion of convertible loan, thus no additional expenses recorded.

As at June 30, 2023, 5,483,000 warrants were exercisable.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

19.

Share Capital (continued)

(d)

Stock Options

The Board of Directors has adopted the Share Compensation Plan on November 4, 2022. Under this plan, the aggregate number of common shares that may be reserved and available for grant and issuance pursuant to the exercise of options and settlement of RSUs, each under the Share Compensation Plan, shall not exceed 20% (in the aggregate) of the issued and outstanding Common Shares at the time of granting. The exercise price per common share for an option and RSU granted shall not be less than the market price. Every option and RSU shall have a term not exceeding and shall expire no later than 5 years after the date of grant.

Details of the stock option outstanding as at June 30, 2023 are as follows:

Date granted	Expiry	Exercise price (CAD)		Granted		Exercised		Expired/Cancelled			Balance at June 30, 2023
04-Nov-2022	04-Nov-2027	$	0.75		2,774,000				(15,000	)		2,759,000
					2,774,000		-		(15,000	)		2,759,000

On November 4, 2022, the Company granted an aggregate of 2,774,000 stock options to employees and directors at an exercise price of $0.75 per share, exercisable for a period of 5 years. The options vest over 24 months, 50% 12 months from grant date and the remaining 50% 24 months from grant date. The estimated fair value of these options has been measured using the Black-Scholes valuation model. During the year ended June 30, 2023, compensation expense related to stock options was $809,628. The underlying weighted average assumption used in the estimation of fair value in the Black-Scholes valuation model are as follows:

	●	Risk free rate: 3.80%;
	●	Expected life: 4 years;
	●	Expected volatility: 124% based on historical four-year trends of industry peers;
	●	Expected dividend yield: 0%;

As at June 30, 2023, no stock options were exercisable.

(e)

Restricted Stock Units

Details of the Restricted Stock Units (RSU) outstanding as at June 30, 2023 are as follows:

Date granted	Vesting Date	Granted		Distributed			Forfeited		Balance at June 30, 2023
4-Nov-2022	02-Mar-2023		250,000		(250,000	)		-		-
4-Nov-2022	02-Aug-2023		250,000		-			-		250,000
13-Mar-2023	12-Mar-2024		7,500		-			-		7,500
13-Mar-2023	12-Mar-2025		7,500		-			-		7,500
			515,000		(250,000	)		-		265,000

The weight average grant date price per share is $0.86.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

20.

Non-Controlling Interest

The following items affects non-controlling interest for the year ended June 30, 2023:

Recovery of PCDC

On June 29, 2018, the Progressive Conservative Party of Ontario was sworn in as the new provincial government. On July 13, 2018, the new government issued an Order in Council containing the Minister of Energy’s Directive to immediately take all steps necessary to wind down all Feed-In Tariff (FIT) 2, 3, 4 and 5 contracts where the Independent Electricity System Operator (IESO) had not issued Notice to Proceed (“NTP”). A NTP was issued for a contract when it was ready for construction.

In response to the Minister of Energy’s Directive, the IESO issued termination notices to all pre-NTP FIT contract holders on July 16, 2018 including the Company’s subsidiary, 2467264 Ontario Inc. (“246 Ontario”). However, the notice confirmed FIT Contract provisions for the cost recovery of Pre-Construction Development Costs (“PCDC”) in the event of contract termination. Pre-Construction Development Costs are defined as reasonable costs incurred in development of a project from contract award date to termination date. The total value of the PCDC claims submitted by 246 Ontario, is $6.3 million. IESO confirmed the full $6.3 million amount in January 2023. As of June 30, 2023, the entire $6.3 million have been recovered from IESO and recognized as other income. The Company incurred related professional fees of $237,254 in associated with the claims.

Pursuant to the agreement reached with non-controlling shareholder, the Company is entitled to the entire balance of the PCDC claims. As a result, the non-controlling interest amount is not affected for the year ending June 30, 2023.

Acquisition of Solar Alliance DevCo LLC

On June 20, 2023, the Company acquired 67% membership interest in two solar facilities. Upon consolidation, the 33% non-controlling portion of the facilities are disclosed separately at fair value.

21.

Investment

On June 1, 2023, the Company acquired 200 limited partnership units of Solar Flow-Through 2012-I Limited Partnership from former partner unitholders for an aggregate purchase price of $4,200, and 31,230 limited partnership units of Solar Flow-Through 2013-I Limited Partnership for an aggregate purchase price of $718,290.

The Company does not have significant influence over Solar Flow-Through 2012-I Limited Partnership and Solar Flow-Through 2013-I Limited Partnership subsequent to the purchase of units. No fair value adjustment is required as at June 30, 2023.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

22.

Related Party Transactions

Related party transactions are made without stated terms of repayment or interest. The balances with related parties are unsecured and due on demand.

As at June 30, 2023, included in trade and other receivable was $Nil (June 30, 2022 - $121,705) due from Sustainable Investment Ltd. (“SIL”). One of SIL’s director is also the controlling shareholder of the Company as at June 30, 2022. Subsequent to June 30, 2022, the controlling shareholder of the Company has ceased to be the director of SIL.

As at June 30, 2023, included in trade and other receivable was $Nil (June 30, 2022 - $86,000) due from Renewable Sun Energy Co-Op (“RSE”). One of RSE’s director is also the controlling shareholder of the Company as at June 30, 2022. Subsequent to June 30, 2022, the controlling shareholder of the Company has ceased to be the director of RSE.

As at June 30, 2023, included in loan payable was $Nil (June 30, 2022 - $567,664) shareholder loan advance from a shareholder. In 2021, the Company entered into a term loan agreement with a shareholder for a loan of $656,859 (USD$517,017) with a fixed interest rate of 10% for the first month and 1% for the remaining 11 months compound monthly. The Company fully repaid the loan 2022 plus interest of $5,677 on September 16, 2022.

Compensation of key management personnel

The remuneration of directors and other members of key management personnel, who are those having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, for the year ended June 30, 2023 and 2022 were as follows:

	2023		2022
Short-term employee benefits	$	1,533,393	$	998,511
Share-based compensation		440,362		-
Advisory warrants		448,156		-

Short-term employee benefits solely include consulting fees.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

23.

Capital Management

The Company’s objectives in managing liquidity and capital are to safeguard the Company’s ability to continue as a going concern and to provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of the following:

	June 30, 2023		June 30, 2022
Long-term debt -non-current portion (note 15)	$	759,259		1,230,643
Shareholders’ Equity	$	16,631,196		4,440,615

Changes to capital management from the prior year includes closing of Initial Public Offering on March 1, 2023.

24.

Segment Reporting

The Company’s reportable operating segments are components of the Company where separate financial information is available that is evaluated regularly by the Company’s Chief Executive Officer who is the Chief Operating Decision Maker (“CODM”). The operational segments are determined based on the Company’s management and internal reporting structure. The Company and its subsidiaries engage in one main business activity being the commercial, industrial, and residential solar business, hence, operating segment information is not provided.

The company is currently operating development and construction of solar photovoltaic power generation projects in two principal geographical areas - Canada and United States. The revenues from external customers and non-current assets by country for the years ended June 30, 2023 and 2022 are as follows:

	Revenue from external customers				Non-current assets
	2023		2022		2023		2022
Canada	$	1,618,765		5,984	$	879,941		211,428
United States		16,778,744		10,191,635		2,043,697		-
	$	18,397,509		10,197,619	$	2,923,638		211,428

	Total assets				Total liabilities
	2023		2022		2023		2022
Canada	$	11,219,868		2,525,390	$	2,603,271		104,538
United States		13,739,128		6,669,147		5,724,529		4,649,384
	$	24,958,996		9,194,537	$	8,327,800		4,753,922

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

25.

Income Tax

The Company is subject to income taxes in Canada, while the subsidiaries in United States are subject to the income tax laws of United States.

Income tax expense differs from the amount that would be computed by applying the combined corporate income tax rate of 26.5% to loss before income taxes. The reasons for the differences are as follows:

	2023			2022
Income (loss) before tax	$	3,193,160		$	(306,724)
Statutory tax rate		26.5	%		26.5	%
Expected income tax benefit (expense)		672,497			(81,282	)
Permanent differences		-			1,246
Share issuance costs		90,248			-
Adjustment to prior years provision versus statutory tax return		(153,137	)		69,315
Changes in statutory, foreign tax, foreign exchange rates and other		367,410			(364,514	)
Change in unrecognized temporary differences (25,844)		256,904
Total income tax expense (recovery)		951,174			(118,331	)

Current tax expense		957,174			-
Deferred tax expense (recovery)		-			(118,331	)
Total income tax expense	$	957,174			-

The components of the net deferred tax liability are as follows:

	2023			2022
Inventory		-			(22,286	)
Accounts receivable		-			56,386
Share issuance costs		90,248			-
Property and equipment		192,136			585
Non-capital losses carried forward		-			277,816

		282,384			312,501
Deferred tax assets not recognized		(282,384	)		(315,931	)
Net deferred tax liabilities		-			(3,430	)

As at June 30, 2023, the Company has non-capital losses of approximately $Nil (2022 - $945,794) available that may be carried forward and applied against future income for Canadian income tax purposes. The Company’s United States’ subsidiary has non-capital losses of approximately $Nil (2022 - $102,576) available that may be carried forward and applied against future income for US income tax purposes.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

26.

Subsequent events

In June 2022, a group of residents filed an Article 78 lawsuit against town of Manlius, New York, over solar panel project on town property. The lawsuit was filed challenging the approval of the Manlius landfill. The company, in cooperation with the town, is vigorously defending this suit. The proceeding was dismissed, but the petitioners have appealed subsequent to December 31, 2022. A second case against the town and Company by one of the original petitioners was filed in November 2022 largely mirroring the first challenge. On November 30, 2022, the case was dismissed as to all claims against the Company, one claim under the Open Meeting Law against the town remains. Motions for summary judgement on that claim by the town and Company are currently pending. The case does not represent a material threat to the Company.

On July 5, 2023, the Company acquired 42,500 limited partnership units of Solar Flow-Through 2016 Limited Partnership for an aggregate purchase price of $2,465,000.

During the quarter ended September 30, 2023 the Company sold 2,200 Common Shares through at-the-market offerings at an average price of $10 per share for gross proceeds of $22,003.96.

On September 19, 2023, the Company completed a sale of 21 MW DC ground-mount solar power projects (the “SB Projects”) that are under development in upstate New York to Honeywell International Inc. (“Honeywell”). The Company will build the SB Projects for Honeywell to commercial operation via an EPC” agreement. The sale of the SB Projects and EPC agreement have a total value of approximately USD $41 million. The Company also expects that it will retain an operations and maintenance contract for the SB Projects following the completion of construction.

On October 3, 2023, the Company entered into an EPC agreement for the construction of three separate Battery Energy Storage System (“BESS”) projects (the “BESS Projects”) with a total contract value of approximately $36 million. The projects are owned by Solar Flow-Through Funds, two First Nations communities, and a third party developer in Ontario.

On October 10, 2023, the Company received a demand letter from US lawyers Dan Juhl claiming that the company is infringing Mr. Juhl’s trademark rights. Mr. Juhl holds a trademark registration for SOLARBANK in association with “Electric power generators, namely, reserve electric power generators for the renewable energy sector”. The Company is responding to the letter on several grounds, and that confusion to trademark is unlikely because the Company’s business and services are very different from the products listed in Mr. Juhl’s application.

The Company has entered into share purchase agreements (the “SPAs”) dated October 23, 2023 to acquire control of two corporations that hold solar projects located in Ontario with a combined capacity of 2.5 MW (the “Projects”) for consideration of 278,875 common shares (the “Consideration Shares”) of the Company (the “OFIT Transaction”). The corporations OFIT GM Inc. and OFIT RT Inc. (the “Purchased Entities”) have been operating the Projects since 2017. The shares of the Purchased Entities are being acquired from N. Fine Investments Limited and Linden Power Inc. Pursuant to the terms of the SPAs, the Company will acquire 49.9% ownership of OFIT RT Inc. where Whitesand First Nation owns the remaining shares of OFIT RT Inc. The Company will also acquire 49.9% ownership of OFIT GM Inc. where the Town of Kapuskasing owns the remaining shares of OFIT GM Inc. The closing of the OFIT Transaction is subject to certain customary conditions including the receipt of consents from lenders to the Purchased Entities, landlords for the leases of the solar sites and shareholders of the Purchased Entities. Dr. Richard Lu, the President & Chief Executive Officer and a director of the Company is indirectly a shareholder of the Purchased Entities and will indirectly receive one-third of the Consideration Shares. As a result, the Transaction is considered a related party transaction.

SOLARBANK CORPORATION

Notes to Consolidate Financial Statements

Years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

27.

Correction of errors in the consolidated statements of cash flows

The following table summarizes the effect of correction of errors:

	Year ended June 30, 2023
					Adjustments
		As previously reported			#1			#2			#3			#4			As restated
		$			$			$			$			$			$
Recovery of accounts receivable			-			-			(212,779	)		-			-			(212,779	)
Accounts receivable			(2,502,992	)		-			45,918			-			-			(2,457,074	)
Foreign exchange gain and loss			-			-			(29,394	)		(5,098	)		(202,200	)		(236,692	)
Due from related parties			(645,876	)		-			-			598,758			-			(47,118	)
Cash provided by operating activities			(3,148,868	)		-			(196,255	)		593,660			(202,200	)		(2,953,663	)

Acquisition of property, plant and equipment			(950,713	)		-			950,713			-			-			-
Investment in GIC			-			(6,550,000	)		-			-			-			(6,550,000	)
Investment in partnership units			-			(722,615	)		-			-			-			(722,615	)
Cash used in investing activities			(950,713	)		(7,272,615	)		950,713			-			-			(7,272,615	)

Investment in GIC			(6,550,000	)		6,550,000			-			-			-			-
Investment in partnership units			(722,615	)		722,615			-			-			-			-
Proceeds from Tax equity			467,252			-			(467,252	)		-			-			-
Non-controlling interest			287,206			-			(287,206	)		-			-			-
Repayment of shareholder loan			-			-			-			(593,660	)		-			(593,660	)
Cash provided by financing activities			(6,518,157	)		7,272,615			(754,458	)		(593,660	)		-			(593,660	)

Effect of changes in exchange rates on cash			(187,949	)		-			-			-			202,200			14,251

	1.	Investment in GIC and Investment in partnership units were incorrectly reported as part of cash provided by financing activities on the consolidated statement of cashflows and now are reported in investing activities.
	2.	Items related to the acquisition of property, plant and equipment, proceeds from tax equity and changes in non-controlling interest are related to the settlement of aged accounts receivable due from Solar Alliance, which are non-cash items. As a result, they are now removed from the investing activities and financial activities, and offset with accounts receivable reported in operating activities.
	3.	Repayment of shareholder loan was incorrectly reported as part of cash provided by operating activities and now is reported in financing activities.
	4.	Foreign exchange gain and loss that are not related to cash was incorrectly grouped with effect of changes in exchange rates on cash and now is reported as cash provided by operating activities.

The adjustments above had no impact on the consolidated statements of financial position, consolidated statements of income and comprehensive income, the consolidated statements of changes in shareholders’ equity, and net income (loss) per share.

Exhibit 99.2

annual MANAGEMENT’S DISCUSSION AND ANALYSIS (RESTATED)

The following restated Management Discussion and Analysis (“MD&A”) of the financial condition and results of operations of the Company for the year ended June 30, 2023 was prepared by management as of May 23, 2024 and was reviewed and approved by the Board of Directors. Details of the restatement of the consolidated financial statements referred to below are provided in Note 27 to the restated consolidated financial statements. The following discussion of performance, financial condition and future prospects should be read in conjunction with the restated audited consolidated financial statements of the Company and notes thereto for the year ended June 30, 2023. See “Risk Factors”. The information provided herein supplements but does not form part of the financial statements. All amounts are stated in Canadian dollars unless otherwise indicated.

Certain information included in the MD&A is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward-Looking Statements” for further details.

Explanatory Note Regarding the Restatement of Previously Issued Consolidated Financial Statements and MD&A

The Company has restated its consolidated statements of cash flows for the year ended June 30, 2023 this MD&A to correct errors noted subsequent to the original filing. The following table and note present the impact of the restatement adjustments on the Company’s previously reported MD&A

Cash flow adjustments:

				Year ended June 30, 2023
	As previously reported			Adjustments												As restated
				#1			#2			#3			#4
	$			$			$			$			$			$
Recovery of accounts receivable		-			-			(212,779	)		-			-			(212,779	)
Accounts receivable		(2,502,992	)		-			45,918			-			-			(2,457,074	)
Foreign exchange gain and loss		-			-			(29,394	)		(5,098	)		(202,200	)		(236,692	)
Due from related parties		(645,876	)		-			-			598,758			-			(47,118	)
Cash provided by operating activities		(3,148,868	)		-			(196,255	)		593,660			(202,200	)		(2,953,663	)

Acquisition of property, plant and equipment		(950,713	)		-			950,713			-			-			-
Investment in GIC		-			(6,550,000	)		-			-			-			(6,550,000	)
Investment in partnership units		-			(722,615	)		-			-			-			(722,615	)
Cash used in investing activities		(950,713	)		(7,272,615	)		950,713			-			-			(7,272,615	)

Investment in GIC		(6,550,000	)		6,550,000			-			-			-			-
Investment in partnership units		(722,615	)		722,615			-			-			-			-
Proceeds from Tax equity		467,252			-			(467,252	)		-			-			-
Non-controlling interest		287,206			-			(287,206	)		-			-			-
Repayment of shareholder loan		-			-			-			(593,660	)		-			(593,660	)
Cash provided by financing activities		(6,518,157	)		7,272,615			(754,458	)		(593,660	)		-			(593,660	)

Effect of changes in exchange rates on cash		(187,949	)		-			-			-			202,200			14,251

1. Investment in GIC and Investment in partnership units were incorrectly reported as part of cash provided by financing activities on the consolidated statement of cashflows and now are reported in investing activities.

2. Items related to the acquisition of property, plant and equipment, proceeds from tax equity and changes in non-controlling interest are related to the settlement of aged accounts receivable due from Solar Alliance, which are non-cash items. As a result, they are now removed from the investing activities and financial activities, and offset with accounts receivable reported in operating activities.

3. Repayment of shareholder loan was incorrectly reported as part of cash provided by operating activities and now is reported in financing activities.

4. Foreign exchange gain and loss that are not related to cash was incorrectly grouped with effect of changes in exchange rates on cash and now is reported as cash provided by operating activities.

Other changes to the MD&A:

●

Income (loss) per share for the fourth quarter of 2023

The Company incorrectly reported diluted loss per share for the three months ended June 30, 2023 in Summary of Quarterly Results of the MD&A previously filed. There is no dilution effect for loss and therefore we adjusted the Income (Loss) per share (basic and diluted) for the three months ended June 30, 2023 to (0.06).

Business Profile

The Company is incorporated in Ontario, Canada with its registered and head office at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4V8. The Company was originally founded in Canada in 2013 as Abundant Solar Energy Inc., and in 2016 established a 100% owned U.S. subsidiary, Abundant Solar Power Inc. (“ASP”), to meet the demand for renewable energy in both countries. The Company commenced trading its common shares on the Canadian Securities Exchange (the “CSE”) under the symbol “SUNN” on March 2, 2023.

The Company is a growing renewable energy sector Company that specializes in delivering solar and other renewable energy power plants in Canada and the United States of America. Throughout its years in business, the Company has worked to provide safe, reliable and low-cost solar power plants that would generate solar renewable electricity to: (a) address the growing requirements to reduce carbon emissions in the form of Solar Renewable Energy Credits (“SREC”); and (b) provide a cost competitive alternative to conventional electricity generation to further decarbonize the electricity grid.

As an established independent renewable and clean energy project developer and asset operator, the Company is engaged in the site origination, development, engineering, procurement and construction (“EPC”), operation and maintenance (“O&M”), and asset management of a solar power plants, whether electricity grid interconnected or behind-the-meter (“BTM”) solar photovoltaic power plants on roofs of commercial and/or industrial buildings, or ground-mount solar farms, community-scale or utility-scale in size. The solar power plants could be net metered or virtual net metered to supply renewable energy to a specific commercial and industrial customer, or supply the green energy to community solar subscribers, or sell the renewable power or SREC to utilities in order to meet their Renewable Procurement Standard (“RPS”) compliance requirement or large corporations in meeting their carbon emission reduction limits or Net-Zero targets, such as NZ2050 or NZ2035.

The Company is shifting its business model from a “develop to sell” strategy to the ownership of renewable projects as an Independent Power Producer. The Company will accelerate its portfolio growth via organic growth and M&A.

Selected Annual Information

Comparative information for annual periods from June 30, 2021, 2022 and 2023 has been presented in accordance with IFRS.

Year ended June 30	2023 (Audited) ($)		2022 (Audited) ($)			2021 (Audited) ($)
Revenue		18,397,509		10,197,619			7,346,581
Revenue - EPC		15,577,210		9,791,511			3,230,366
Revenue – development		2,724,040		406,108			4,116,215
Revenue – O&M services		96,259		-			-
Cost of goods sold		(13, 860,309)		(8,231,476	)		(4,814,144	)
Net income (loss)		2,241,986		(188,393	)		(157,067	)
Net income (loss) per share		0.11		(0.01	)		(0.01	)
Total assets		24,969,537		9,194,537			10,283,255
Long-term debt		1,254,465		1,388,013			1,143,242
Dividends		-		-			-

The following discussion addresses the operating results and financial condition of the Company for the year ended June 30, 2023 compared with the year ended June 30, 2022. For a discussion of the operating results and financial condition of the Company for the year ended June 30, 2023 compared with the year ended June 30, 2021, please refer to the Company’s MD&A for the year ended June 30, 2022 which is included in the Company’s long form prospectus dated February 10, 2023 and filed on SEDAR+ at www.sedarplus.com. The MD&A should be read in conjunction with the Company’s audited consolidated financial statements and the accompanying notes for the year ended June 30, 2023.

Results of operations for the year ended June 30^th, 2023 as compared to the year ended June 30^th, 2022

Trend

In fiscal 2023, the Company continued to focus on scaling its business model by growing its pipeline and advancing its projects in EPC in the US and development in both US and Canada. It is expected that the Company’s revenue will keep growing in 2024 as four projects were at NTP stage and one project was in construction at end of FY23.

The net income for the year ended June 30, 2023 increased by $2,430,379 compared to the year ended June 30, 2022 with $2,241,986 net income recognized in 2023 as compared to a net loss of $188,393 recognized in 2022.

Key business highlights and projects updates in 2023

●	*Existing projects*

Name	Location	Size (MW DC)	Timeline	Milestone	Current Status
Richmond	New York, USA	7.0	December 2022	Reach PTO (permission to operate)	EPC project. It reached PTO in December 2022.
Portland	New York, USA	3.5	December 2022	Reach PTO (permission to operate)	EPC project. It reached PTO in December 2022.
US1	New York, USA	0.4	December 2022	Reach PTO (permission to operate)	EPC project. It reached substantial completion in December 2022. The Company acquired 67% of the project in June 2023
VC1	New York, USA	0.3	December 2022	Reach PTO (permission to operate)	EPC project. It reached PTO in December 2022. The Company acquired 67% of the project in June 2023
SCA	New York, USA	0.7	December 2022	Reach PTO (permission to operate)	EPC project. It reached PTO in December 2022.
Willis	New York, USA	0.2	December 2022	Reach PTO (permission to operate)	EPC project. It reached PTO in December 2022.
Manlius	New York, USA	5.7	December 2023	Reach PTO (permission to operate)	EPC project. It’s expected to reach PTO in December 2023

●	*Projects under development*

Name

Location

Size (MWDC)

Timeline

Milestone

Expected Cost

Cost

Incurred

Sources of Funding

Current Status

Geddes

New York, USA

3.7

September 2023

Completion of engineering and permitting, along with procurement deposit

500,000

99,736

IPO, working capital

Milestone reached in September 2023 and construction started in the same month.

261 Township

Alberta, Canada

4.2

June 2024

Completion of engineering work and placement of orders for main project components

800,000

31,428

IPO, working capital

Structural assessment, noise study, and solar glare assessment are complete and interconnection has been filed with the utility. An Industrial Project Letter from Alberta Environment and Parks has been obtained for the project.

A High Level Study has been received from Fortis Alberta for the project, and a Detailed Level Study is currently underway for Phase 1. Interconnection for Phase 2 will be filed with the utility pending the final results of Phase 1. The Alberta Utilities Commission (“AUC”) has announced a pause on approvals of new renewable electricity generation projects over one megawatt until Feb. 29, 2024, and that it will review policies and procedures for the development of renewable electricity generation. This pause will impact the Company’s receipt of interconnection approval for the project from the AUC until it is over, but in the interim the Company will advance its environmental and other studies, along with permits that are unrelated to the AUC.

Richmond 2

New York, USA

7.0

December 2023

Completion of design and submission of zoning and interconnection documents to regulatory agencies

400,000

10,642

IPO, working capital

Hardie

New York, USA

7.0

December 2023

Completion of design and submission of zoning and interconnection documents to regulatory agencies

300,000

13,386

IPO, working capital

206 Fuller Rd

New York, USA

4.9

March 2024

Completion of interconnection studies, engineering and permitting, along with interconnection deposit

800,000

10,750

IPO, working capital

The four projects are under utility interconnection study. The design work will be after the completion of the interconnection study.

6882 Rice Road

New York, USA

5.2

March 2024

Completion of interconnection studies, engineering and permitting, along with interconnection deposit

800,000

10,750

IPO, working capital

SUNNY

New York, USA

28.0

June 2025

Completion of interconnection studies, engineering and permitting, along with interconnection deposit, and procurement bid application fee

900,000

33,232

IPO, working capital

The Company submitted an interconnection request to New York Independent System Operator. The company signed a lease agreement with the landowner in 2022. It has also qualified to submit a Proposal under NYSERDA’s RESRFP22-1 for Renewable Energy Credits (RECs).

Settling Basins - 1

New York, USA

7.0

December 2023

Completion of design and submission of zoning and interconnection documents to regulatory agencies

300,000

19,225

IPO, working capital

Settling Basins - 2

New York, USA

7.0

December 2023

Completion of design and submission of zoning and interconnection documents to regulatory agencies

300,000

19,225

IPO, working capital

These three projects were sold to Honeywell International Inc. (“Honeywell”) in September 2023 and continued to be developed the Company under terms of an EPC contract. The three projects are under utility interconnection study and engineering study. The design work will be after the completion of the interconnection study.

Settling Basins - 3

New York, USA

7.0

December 2023

Completion of design and submission of zoning and interconnection documents to regulatory agencies

300,000

19,225

IPO, working capital

Revenue

Revenue for the year ended June 30, 2023 was $18,397,509 compared to $10,197,619 in the comparative period. The revenue increase was mainly the result of services provided with respect to the Manlius project in New York, USA.

The EPC service revenue for the year ended June 30, 2023 was $15,577,210 compared to $9,791,511 in the comparative period, increasing by $5,785,699, or 50%. The revenue increase was mainly due to significant progress in Manlius ($6.0M) and completion of Portland ($1.8M) and Richmond ($4.1M) projects in the year ended June 30, 2023 while the Company worked on fewer projects throughout the year ended June 30, 2022.

For the year ended June 30, 2023, the Company generated $2,724,040 in development revenue mainly from the sale of Manlius project for $2.7M. For the year ended June 30, 2022, the Company generated $406,108 in development revenue from the sales of two small-size projects developed by the Company.

For the year ended June 30, 2023, the Company generated $96,259 in service revenue. No such revenue was generated for the year ended June 30, 2022.

Expenses

	2023			2022			Change			Management Commentary
Cost of goods sold		(13,860,309	)		(8,231,476	)		(5,628,833	)	Consistent with increase in revenue
Operating expense:
Advertising and promotion		(282,908	)		(8,390	)		(274,518	)	Additional costs incurred in FY23 relating to investor marketing, including design of new company logo and website.
Depreciation		(49,209	)		(25,782	)		(23,427	)	Increase related to right-of-use (ROU) asset lease started on May 1, 2022, less amortization on ROU in the FY22 comparing to FY23
Insurance		(130,259	)		(62,751	)		(67,508	)	Insurance was higher due to increased activity and higher director and officer insurance premiums following completion of the IPO
Office, rent and utilities		(348,864	)		(263,742	)		(85,122	)	Increase in FY23 due to accounting software migration to QuickBooks Online from QuickBooks Desktop. In FY23, both versions of the software are being used. In FY23, there were also IT equipment upgrades.
Listing fees		(101,505	)		-			(101,505	)	In FY23, Company incurred various IPO related fees, including prospectus and SEDAR filling fees ($44k), IPO listing and processing fees ($15k), and fees associated with a OTCQX application for trading in the United States ($20k).
Professional fees		(1,248,895	)		(143,937	)		(1,104,958	)	Increase due to $160k audit fees all incurred in FY23, $237k consulting fees relating to PCDC claims, $545k consulting fees relating to preparation for IPO, and $260k legal fees accrual (relating to IPO, ATM, Self Prospectus, trademarks, etc.).
Salary and Wages		(1,876,338	)		(1,774,583	)		(101,755	)	$122k bonus paid in FY23
Stock based compensation		(2,946,850	)		-			(2,946,850	)	Employee stock compensation of $810k, $344k for RSU, and $1.8M related to warrants granted for advisory services.
Travel and events		(228,509	)		(47,504	)		(180,005	)	More travel and seminars activities in 2023 as there is no pandemic restriction.
Total operating expenses		(7,213,337	)		(2,326,689	)		(4,886,648	)
Total Expenses		(21,073,646	)		(10,558,165	)		(10,515,481	)

Other Income (Expenses)

For the year ended June 30, 2023, the Company had other income of $6,590,347 compared to other income of $204,732 for the year ended June 30, 2022. Other income for the year ended June 30, 2023 consists mainly of Pre-Construction Development Costs recovered from the Ontario Independent Electricity System Operators (“IESO”) of $6,338,640, allowance for doubtful accounts recovery of $212,227, foreign exchange gain of $13,189, CESIR refund of $31,060, and government subsidies of $2,808, offset by other expense of $14,949. Other income for the year ended June 30, 2022 consisted mainly of Covid subsidy of $133,506, CESIR refund of $114,491, and foreign exchange loss of $9,212, offset by other expense of $34,053.

Net Income (Loss)

The net income for the year ended June 30, 2023 was $2,241,986 for an income per share of $0.11 based on 19,575,479 weighted average number of outstanding common shares versus loss of $188,393 for a loss per share of $0.01 based on 16,000,000 weighted average number of outstanding common shares for the comparative period.

Total Assets

Total assets for the year ended June 30, 2023 were $24,969,537 compared to $9,194,537 in the comparative period. The increase in assets was due to an increase in short-term investment, trade and other receivables, unbilled revenue, inventory, fixed assets and investment, which was partially offset by a decrease in contract fulfilment costs.

Total Liabilities

Total liabilities for the year ended June 30, 2023 were $8,338,341 compared to $4,753,922 in the comparative period. The increase in liabilities was due to an increase in trade and other payables, and unearned revenue.

Cash flow from operating activities (

The Company has positive cash flow of $2,390,915 (restated) from operating activities during the year ended June 30, 2023, while the Company generated cash of $171,212 during the same period ended June 30, 2022. The Company generated cash of $5,801,610 (restated) from the operational activities and used $3,410,695 (restated) from the change of working capital during the year ended June 30, 2023, while the Company generated cash of $14,830 from the operational activities and generated $156,382 from the change of working capital for the same period ended June 30, 2022.

Cash flow from financing activities

The Company has positive cash flow of $5,807,364 (restated) from financing activities during the year ended June 30, 2023, while the Company used cash of $679,271 in financing activities during the same period ended June 30, 2022. The cash generated in financing activities for the year ended June 30, 2023 was mainly driven by the net proceeds of $1,250,000 received from debenture financing completed in October 2023 and net proceed from the issuance of common shares of $5,611,802, offset by the repayment of short-term loans of $320,275, repayment of long-term loans of $111,111, repayment of lease obligation of $29,392, and repayment of shareholder loan of $593,660 (restated). The cash used in financing activities for the year ended June 30, 2022 was mainly driven by the net proceeds received from long-term debts of $316,450, offset by the repayment of short-term loans of $982,642.

Cash flow from investing activities

The Company used cash of $1,122,465 in purchase of development assets, $722,615 in purchase of partnership units (restated - reclassified from financing activities), and $6,550,000 in purchase of short-term GIC (restated - reclassified from financing activities) during the year ended June 30, 2023. The Company used $10,970 in plant, property and equipment during the same period ended June 30, 2022.

Acquisition

ASP has an EPC agreement with Solar Alliance Energy Inc (“Solar Alliance”) to be engaged in the development, engineering, procurement, construction, and operations of solar energy facilities (US1 & VC1 projects). The US1 & VC1 projects were reached PTO (permission to operation) in Dec 2022. According to the EPC agreement, ASP had fulfilled its performance obligation and was able to recognize EPC services revenue at the amount of $1,340,765 CAD ($1,082,345 USD) when US1 & VC1 projects reached PTO.

On June 20, 2023, the Company settled the outstanding promissory note of $1,206,004 (USD $891,158) plus accrued interest of $111,821 (USD $82,203) through the acquisition of 67% of in Solar Alliance DevCo LLC (“Solar Alliance DevCo”), a wholly-owned subsidiary of Solar Alliance, under the terms of membership interest purchase agreement. As a result of the acquisition, Solar Alliance DevCo operates as a subsidiary of ASP. Solar Alliance DevCo holds two solar energy facilities (US1 & VC1) which have reached commercial operation stage. As a result, the Company has determined that this transaction is a business combination as the assets acquired and liabilities assumed constitute a business. The transaction was accounted for using the acquisition method of accounting whereby the assets acquired, and liabilities assumed were recorded at their estimated fair values at the acquisition date.

The Company also recognized $283,122 (USD $213,838) for 33% non-controlling interest in Solar Alliance DevCo.

Discussion of Operations and Outlook

Solar PV Technology

The Company is in the business of developing solar photovoltaic (“PV”) projects. PV devices generate electricity directly from sunlight via an electronic process that occurs naturally in certain types of material, called semiconductors. Electrons in these materials are freed by solar energy and can be induced to travel through an electrical circuit, powering electrical devices or sending electricity to the grid.

Solar power is not dependent on burning fossil fuels or other products; instead, it uses electrons captured from the sun’s energy for electricity creation. Therefore, solar energy does not create greenhouse gases for energy production. Most modern solar cells are made from crystalline silicon semiconductor material. Silicon cells are more efficient at converting sunlight to electricity, but generally have higher manufacturing costs.

The cost of PV has dropped dramatically as the industry has scaled up manufacturing and incrementally improved the technology with new materials. Installation costs have come down too with more experienced and trained installers.

Using the PV technology the Company develops, builds, and operates behind-the-meter (BTM) solar power plants, electricity grid connected community solar gardens, and utility scale solar farms

BTM Solar Power Plants

The Company is a turn-key service provider to commercial and industrial customers for them to own BTM solar power plant on-site. The Company can also invest and own the BTM solar projects where local policies allow commercial aggregation and 3rd party ownership.

The most effective method to achieve Net-Zero carbon emissions from buildings is to build them all electric, with BTM solar power plants on-site to generate zero emission renewable solar power for the building’s self-use. The BTM solar power plants are reasonable in size (average 300 kWp) as rooftop, carport or ground mount systems. A BTM solar power plant can be net metered, through which the excess solar energy produced by the plant can be sent back to the grid in return for a credit or money from the local utility. BTM solar power plants have the following benefits:

	●	Self-consumption of distributed generation,
	●	Energy cost savings,
	●	Control project operations and maintenance,
	●	Visible commitment to sustainability, and
	●	Resiliency (with battery storage).

BTM solar power generation provides a readily available solution toward the goal of Net-Zero by 2050. There has been an increased interest in BTM solar power plants as an effective way to halt climate change. The Company is experienced in BTM solar and currently manages a number of BTM solar power plants. It is anticipated that the Company will be able to develop and build 2 MWp BTM solar power plants in 2024 in Canada and the USA.

On September 18, 2023 the Company and Honeywell entered into a Membership Interest Purchase Agreement (the “Honeywell MIPA”) and an EPC agreement (the “Honeywell EPC Agreement”) pursuant to which Honeywell acquired the SB-1, SB-2 and SB-3 projects and retained the Company for their construction, with a total transaction value of US$41 million. The Company also expects that it will retain an operations and maintenance contract for the SB projects following the completion of construction.

Community Solar Farms

Community solar refers to local solar PV facilities shared by multiple community subscribers who receive credit on their electricity bills for their share of the power produced. Community solar provides homeowners, renters, and businesses equal access to the economic and environmental benefits of solar energy generation regardless of the physical attributes or ownership of their home or business. Community solar expands access to solar for all, including in particular low-to-moderate income customers most impacted by a lack of access, all while building a stronger, distributed, and more resilient electric grid. Community solar power plants are usually less than seven (7) megawatts (MWdc) of electrical capacity, and it could power about 1,000 homes (the average American household uses approximately 10,000 kWh per year).

The Company works with 3^rd party subscriber organizations in Boston and Chicago to manage its current 7,000 or so community solar subscribers. The Company brought 6 projects, total of 12.1 MWp, to COD in 2023.It is anticipated that the Company will deliver 30 MWp community solar farms with an additional more than 3,000 subscribers in year 2024.

On September 26, 2023 the Company announced that it has completed mechanical construction of the Community Solar Project in the Town of Manlius, Onondaga County, New York. The 5.9MW Project was constructed for Solar Advocate Development LLC under the terms of the Manlius EPC Agreement. All civil work is complete, along with the mechanical installation of racking and modules. The next step is completion of some final electrical work and acceptance testing. The project is expected to become operational during the fourth quarter of calendar year 2023.

On October 2, 2023 the Company announced that it has commenced major construction on the Geddes project that is being developed by the Company in Geddes, New York. Current activities include civil work and the commencement of the racking and module installation. Subject to receipt of financing, the Company intends to own and operate the Geddes project. The Geddes project which has a designed capacity of 3.7 megawatts MW DC is repurposing a closed landfill, addressing two critical challenges: the need for clean energy and the transformation of contaminated sites into valuable assets. Based on its forecast project schedule, the Company anticipates that construction of the Geddes project will be completed in the 1st quarter of calendar 2024.

Utility Solar Farms

A utility-scale solar farm is one which generates solar power and feeds it into the grid, supplying a customer with renewable solar energy. A ‘utility-scale’ solar project is usually defined as such if it is 10 MW or bigger in capacity of energy production.

What distinguishes utility-scale solar from distributed generation is both project size and the fact that the electricity is sold to wholesale energy buyers, not end-use consumers. Virtually every utility-scale solar facility has a power purchase Agreement (PPA) with a corporation, an IPP or a utility, guaranteeing a market for its energy for a fixed term of time.

Utility-scale solar farm has become a growing source of electricity in the world. Many companies will need to partner with solutions providers such as the Company to help put them on a net-zero trajectory. The Company is actively advancing its utility scale solar farms pipeline of 200 MWp and anticipates to further developing a 28 MWp utility scale solar farm in 2024.

Battery Energy Storage Systems (BESS)

The Company is actively participating with a development partner in the Ontario IESO Competitive RFP Procurement of Battery Energy Storage Systems (BESS). On behalf of the customers, the Company won three BESS projects in 2023. On October 3, 2023, the Company entered into three EPC agreements for the construction of these three separate BESS projects (the “BESS Projects”) that were previously announced in June 2023, with a total contract value of approximately $36 million. The Projects are owned by SFF, two First Nations communities, and a third party developer in Ontario through holding companies. The BESS Projects are known as 903, OZ-1 and SFF 06 and are subject to the following agreements:

(i)

Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234763 Ontario Inc. and the Company for 903 Project;

(ii)

Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234813 Ontario Inc. and the Company for OZ-1 Project; and

(iii)

Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234763 Ontario Inc. and the Company for SFF 06 Project.

The BESS Projects were awarded as part of a procurement process with the Ontario IESO known as “E-LT1”. Projects under the E-LT1 are expected to be operational no later than April 30, 2026, but the Company intends to have them completed for operation by the summer of 2025. Each BESS Project is expected to operate under a long term contract with guaranteed capacity payments from the IESO, provided all contract obligations are met. The Projects will also earn revenue from the energy and ancillary markets in Ontario. Each has a 4.74 MW discharge capacity with a four-hour duration using lithium-iron-phosphate technology. Lithium-iron-phosphate technology allows for the greatest number of charge/discharge cycles, making it the optimal selection for stationary energy storage systems.

Legal Matters and Contingent Assets

The Company is subject to the following legal matters and contingencies:

In June 2022, a group of residents filed an Article 78 lawsuit against town of Manlius, New York, over solar panel project on town property that is being developed by the Company. The lawsuit was filed challenging the approval of the Manlius landfill. The Company is not named in the lawsuit; however, in cooperation with the town, the Company is vigorously defending this suit. On October 5, 2022 by decision of the State of New York Supreme Court, the lawsuit was dismissed. However, on October 19, 2022 an appeal was filed by the petitioners in the Appellate Division of the State of New York Supreme Court. The likelihood of success in these lawsuits cannot be reasonably predicted.

On June 29, 2018, the Progressive Conservative Party of Ontario was sworn in as the new provincial government. On July 13, 2018, the new government issued an Order in Council containing the Minister of Energy’s Directive to immediately take all steps necessary to wind down all Feed-In Tariff (FIT) 2, 3, 4 and 5 contracts where the Independent Electricity System Operator (IESO) had not issued Notice to Proceed (“NTP”). An NTP was issued for a contract when it was ready for construction.

In response to the Minister of Energy’s Directive, the IESO issued termination notices to all pre-NTP FIT contract holders on July 16, 2018. However, the notice confirmed FIT Contract provisions for the cost recovery of Pre-Construction Development Costs (“PCDC”) in the event of contract termination. Pre-Construction Development Costs are defined as reasonable costs incurred in development of a project from contract award date to termination date. The total value of the PCDC claims submitted by the Company’s subsidiary, 2467264 Ontario Inc, is $6.3 million. IESO confirmed the full $6.3 million amount during the quarter ended March 31, 2023. As of March 31, 2023, $1.4 million have been recovered from IESO and the remaining $4.9 million was recorded as receivable.

On December 2, 2020, a Statement of Claim was filed by the Company’s subsidiary, 2467264 Ontario Inc, and seven independent solar project developers (collectively the “Plaintiffs”) against the Ontario Ministry of Energy, Northern Development and Mines (“MOE”), the IESO, and John Doe (collectively the “Defendants”). Plaintiffs seek damages from the Defendants in the amount of $240 million in lost profits, $17.8 million in development costs, and $50 million in punitive damages for misfeasance of public office, breach of contract, inducing the breach of contract, breach of the duty of good faith and fair dealing, and conspiracy resulting in the wrongful termination of 111 FIT Contracts. 2467264 Ontario Inc. will receive its proportionate entitlement of any net legal award based on its economic entitlement of 8.3% to the legal claim. This lawsuit was previously subject to a leave requirement under s. 17 of the Crown Liability and Proceedings Act, 2019. However, a recent decision of the Ontario Superior Court of Justice has deemed s. 17 of no force and effect (see Poorkid Investments v. HMTQ 2022 ONSC 883). Accordingly, the lawsuit will continue to move forward through the normal course. We expect statements of defence to be served following the determination of some preliminary motions. No amounts are recognized in these consolidated special purpose financial statements with respect to this claim.

On January 29, 2021, a second Statement of Claim was filed by the Company’s subsidiary, 2467264 Ontario Inc, and fourteen independent solar project developer (collectively the “Plaintiffs”) against the MOE, the IESO, and Greg Rickford, as Minister of the MOE (collectively the “Defendants”). The Plaintiffs seek damages from the Defendants in the amount of $260 million in lost profits, $26.9 million in development costs, and $50 million in punitive damages for breach of contract and breach of duty of good faith and fair dealing resulting in the wrongful termination of 133 FIT contracts. 2467264 Ontario Inc. will receive its proportionate entitlement of any net legal award based on its economic entitlement of 0.7% to the legal claim. This second Statement of Claim is separate and in addition to the first Statement of Claim filed. This lawsuit was previously subject to a leave requirement under s. 17 of the Crown Liability and Proceedings Act, 2019. However, a recent decision of the Ontario Superior Court of Justice has deemed s. 17 of no force and effect (see Poorkid Investments v. HMTQ 2022 ONSC 883). Accordingly, the lawsuit will continue to move forward through the normal course. We expect statements of defence to be served following the determination of some preliminary motions, including a motion to consolidate the two actions into a single action. No amounts are recognized in these combined special purpose financial statements with respect to this claim.

On October 10, 2023, the Company received a demand letter from US lawyers representing Dan Juhl claiming that the company is infringing Mr. Juhl’s trademark rights.Mr. Juhl holds a trademark registration for SOLARBANK in association with “Electric power generators, namely, reserve electric power generators for the renewable energy sector”. The Company is responding to the letter on several grounds, including that Mr. Juhl’s trademark is not distinctive in association with power storage products, that Mr. Juhl does not appear to be using the SOLARBANK trademark with products, and that confusion to trademark is unlikely because the Company’s business and services are very different from the products listed in Mr. Juhl’s application. The Company’s response will also indicate that it does not and has no intension of offering consumer products under the name “solar bank”.

Summary of Quarterly Results

Description	Q4 June 30, 2023 ($)			Q3 March 31, 2023 ($)		Q2 December 31, 2022 ($)		Q1 September 30, 2022 ($)

Revenue		9,245,267			706,856		2,964,934		5,480,452
Income (Loss) for the period		(1,076,836	)		3,064,872		89,468		164,482
Income (Loss) per share (basic and diluted)		(0.06	)		0.11 (basic) 0.09 (diluted)		0.01		0.01

Description	Q4 June 30, 2022 ($)			Q3 March 31, 2022 ($)		Q2 December 31, 2021 ($)		Q1 September 30, 2021 ($)

Revenue		388,369			977,562		6,211,631		2,602,057
Income (Loss) for the period		(880,801	)		235,346		399,331		57,731
Income (Loss) per share (basic and diluted)		(0.06	)		0.03		0.02		0.00

Historical quarterly results of operations and income per share data do not necessarily reflect any recurring expenditure patterns or predictable trends except for the fact that seasonally the Company’s third quarter typically has the smallest amount of revenue due to winter conditions that are less favorable for construction. The Company’s revenues fluctuate from quarter to quarter based on the timing of recognition of revenue which is dependent on the stage of the various solar power projects under development. Refer to “Results of Operations” for additional discussion.

Results of operations for the three months ended June 30, 2023

During the fourth quarter of 2023, the Company generated $9,245,267 in revenue mainly from the Manlius project in New York as a result of an EPC agreement being signed and construction started at end of FY23.

The Company reported a comprehensive loss from operations for the three months ended June 30, 2023 of $1,076,836 as compared to $880,801 for the three months ended June 30, 2022

Reviews of the major items during the three months ended June 30, 2023 as compared to the three months ended June 30, 2022 are as follows:

	2023			2022			Change			Management Commentary
Advertising and promotion		(196,576	)		(990	)		(195,586	)	Additional costs incurred in FY23 relating to investor marketing, including design of new company logo and website.
Salary and wages		(594,626	)		(458,764	)		(135,862	)	Additional personnel added in FY23 and increased bonus payments
Professional fees		(534,918	)		(72,699	)		(462,219	)	Increase due to audit fees all incurred in FY23, consulting fees relating to PCDC claims, and legal fees relating to Shelf Prospectus, ATM, trademarks etc.
Office, rent and utilities		(108,582	)		(119,573	)		10,991		Change due to timing of expenses incurred.
Stock based compensation		(325,399	)		-			(325,399	)	Stock based compensation issued in FY23.

Liquidity

As at June 30, 2023, the Company had a cash balance of $749,427 (June 30, 2022 - $931,977) with working capital surplus of $14,962,023 (June 30, 2022 - $5,617,200).

As at	June 30, 2023	June 30, 2022
	$	$
Cash	749,427	931,977
Working capital	14,962,023	5,617,200
Total assets	24,969,537	9,194,537
Total liabilities	8,338,341	4,753,922
Shareholders’ equity	16,631,196	4,440,615

The Company believes that with the proceeds of the IPO, along with its expected operating income and cash flows, it has sufficient working capital to continue its operations for the next twelve months. To date, the Company’s operations have been financed from cash flows from operations and debt financing. The Company will continue to identify financing opportunities, including equity issuances, in order to provide additional financial flexibility and execute on the Company’s growth plans. While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future.

To assist with potential liquidity needs, the Company has filed a final short form base shelf prospectus (the “Shelf Prospectus”) with the securities regulatory authorities in each of the provinces of Canada. The Shelf Prospectus will enable the Company to make offerings of up to $200 million of common shares, warrants, subscription receipts, units and share purchase contracts or a combination thereof of the Company from time to time, separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the offering and as set out in an accompanying prospectus supplement, during the 25-month period that the Shelf Prospectus remains valid.

The nature, size and timing of any such financings (if any) will depend, in part, on the Company’s assessment of its requirements for funding and general market conditions. Unless otherwise specified in the prospectus supplement relating to a particular offering of securities, the net proceeds from any sale of any securities will be used for to advance the Company’s business objectives and for general corporate purposes, including funding ongoing operations or working capital requirements, repaying indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions. The specific terms of any future offering will be established in a prospectus supplement to the Shelf Prospectus, which supplement will be filed with the applicable Canadian securities regulatory authorities.

In addition. The Company has entered into an equity distribution agreement (the “Distribution ‎Agreement”) with Research Capital Corporation (the “Agent”) to establish an at-the-‎market equity program (the “ATM Program”). The Company may issue up to $15,000,000 of common shares of the Company (the “ATM Offered Shares”) from treasury under ‎the ATM Program. The ATM Offered Shares will be issued by the Company to the public from time to time, ‎through the Agent, at the Company’s discretion. The ATM Offered Shares sold under the ATM Program, if ‎any, will be sold at the prevailing market price at the time of sale. Since the ATM Offered Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution. The Company intends to use the net proceeds from any sales of ATM Offered Shares under the ATM Program, if any, to advance the Company’s business objectives and for general corporate purposes, including, without limitation, funding ongoing operations or working capital requirements, repaying indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions.

The Company’s cash is held in highly liquid accounts. No amounts have been or are invested in asset-backed commercial paper.

Capital Resources

Share Capital Transactions

In October 2022, the Company completed a convertible bridge loan financing for gross proceeds of $1,250,000 (the “Convertible Loan”). Upon the closing of the initial public offering, the proceeds of the Convertible Loan shall convert into Conversion Units at a conversion price of $0.50 per Conversion Unit. Each Conversion Unit consists of one Common Share, one Series A Warrant and on Series B Warrant.

Each Series A Warrant entitle the lenders to purchase one common share at a price of $0.50 upon the satisfaction of the Series A vesting condition that is the Warrant shall become exercisable upon the Company attaining a fully diluted market capitalization of CAD $20M calculated by multiplying all of the issued and outstanding common shares and convertible securities of the Company by its closing price on the stock exchange where its primary trading occurs. The Series A vesting condition was satisfied on date of the closing of the IPO. As a result, 2,500,000 Series A warrants vested on March 1, 2023.

Both Series A Warrant and Series B Warrant expires 60 months from the closing of the initial public offering.

Balance, June 30, 2022		-
Initial recognition	$	1,136,364
Accretion interest expenses		47,348
Conversion of Loan upon IPO		(1,183,712	)
Balance, June 30, 2023	$	-

On March 1, 2023, the Company closed its initial public offering (the “IPO”) of common shares of the Company (“Common Shares”) raising aggregate gross proceeds of $6,037,500. The IPO consists of 8,050,000 Common Shares (including full exercise of the over-allotment option) issued at a purchase price of $0.75 per Common Share. The Company paid $362,250 broker commission, $63,448 legal fees and issued 483,000 broker warrants to purchase common shares at $0.75 per share until March 1, 2026. The broker warrants were valued using the Black-Scholes model resulting in fair value of $242,575. As of June 30, 2023, the Company has used the net proceeds from the IPO as follows:

Use of Proceeds	Initial Estimated Amount ($)		Actual Amount ($)
Completion of engineering and permitting, along with procurement deposit, for two projects located in New York, USA.		1,000,000		4,464,898
Completion of interconnection studies, engineering and permitting, along with interconnection deposit, and procurement bid application fee for one project located in New York, USA.		900,000		74,895
Working capital for one project in Alberta, Canada that provides for the completion of engineering work and placement of orders for main project components.		800,000		8,065
Business development initiatives in the United States involving completion of documentation to advance six projects to the notice to proceed stage.		1,600,000		99,006
Salaries for new hires.		418,250		71,386
Total		4,718,250		4,718,250

On November 4, 2022, the Company granted 500,000 Restricted Share Units (“RSUs”) to a consultant. Pursuant to the agreement, each unit is exercisable into one common share of the Company for a period of 60 days from the vesting date. 50% of the units, or 250,000 units, vested on the date of closing of the IPO, which was March 1, 2023, and the remaining 50% vests on the date that is 5-months after the date of closing of the IPO (on August 2, 2023). On March 8, 2023, 250,000 common shares were issued as a result of the vesting of 250,000 RSUs.

On March 13, 2023, the Company granted 15,000 RSUs to an employee. Pursuant to the agreement, each unit is exercisable into one common share of the Company for a period of 60 days from vesting date. 50% of the units, or 7,500 units, vest one year after the grant date (on March 12, 2024), and the remaining 50% vest two years after the grant date (on March 12, 2025).

	●	Risk free rate: 3.59%
	●	Expected life: 4.69 years;
	●	Expected volatility: 126% based on historical five-year trends of industry peers;
	●	Expected dividend yield: 0%;

	●	Risk free rate: 3.85%
	●	Expected life: 3 years;
	●	Expected volatility: 111% based on historical three-year trends of industry peers;
	●	Expected dividend yield: 0%;

On November 4, 2022, the Company granted an aggregate of 2,774,000 stock options to employees and directors at an exercise price of $0.75 per share, exercisable for a period of 5 years. The options vest over 24 months, 50% per 12 months from grant date. The estimated fair value of these options has been measured using the Black-Scholes valuation model. During the year ended June 30, 2023, compensation expense related to stock options was $809,628. The underlying weighted average assumption used in the estimation of fair value in the Black-Scholes valuation model are as follows:

●

Risk free rate: 3.80%;

●

Expected life: 4 years;

●

Expected volatility: 124% based on historical four-year trends of industry peers;

●

Expected dividend yield: 0%;

As at June 30, 2023, no stock options were exercisable.

Capital Management

	June 30, 2023		June 30, 2022
Long-term debt – non-current portion	$	759,259	$	1,230,643
Shareholders’ equity	$	16,631,196	$	4,440,615

Changes to capital management from the prior year includes closing of Company’s initial public offering of common shares on March 1, 2023.

Capital Structure

The Corporation is authorized to issue an unlimited number of common shares. The table below sets out the Company’s common share and convertible securities as of June 30, 2023 and as of the date of this MD&A:

Security Description	June 30, 2023		Date of report

Common shares		26,800,000		26,857,200
Warrants		7,983,000		7,928,000
Stock options		2,759,000		2,759,000
Restricted share units		265,000		265,000
Fully diluted shares		37,807,000		37,809,200

During the year ended June 30, 2023 the Company did not issue any Common Shares in at-the-market offerings.

Off-Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements or transactions.

Transactions Between Related Parties

Key management compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors and corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Administrative Officer.

The remuneration of directors and other members of key management personnel, for the year ended June 30, 2023 and 2022 were as follows:

	June 30, 2023		June 30, 2022
Short-term employee benefits	$	1,533,393		998,511
Share-based compensation		440,362
Advisory warrants		448,156

Short-term employee benefits include consulting fees and bonus.

Related party transactions are made without stated terms of repayment or interest. The balances with related parties are unsecured and due on demand.

Significant accounting judgements and estimates

Despite the fact that the Company determined there are no critical accounting estimates, the most significant accounting judgements and estimates that the Company has made in the preparation of the consolidated financial statements includes:

Taxes:

Percentage of completion calculation:

Expected credit loss:

Warranties:

Contract fulfilment costs:

Judgement is applied by the Company when determining what costs qualify to be capitalised in particular when these costs are incremental and whether these are expected to be recoverable.

Convertible debenture:

Stock-based compensation and warrant valuation:

The fair value of stock options issued and warrants granted are subjective to the limitation of the Black-Scholes option pricing model which incorporates market data, and which involved uncertainty and subjectivity in estimates used by management in the assumptions. The model requires assumptions relating to share price volatility, expected life of options and discount rate. Changes in these assumptions affect the fair value of the options and the amount of stock-based compensation to be recognized in operations over the vesting period.

Tax equity liabilities:

Determining control or significant influence of special purpose entities:

Acquisitions:

Changes in Accounting Policies

The following new and revised accounting standard, along with any consequential amendments were adopted by the Company for annual periods beginning on or after January 1, 2023.

IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

as well as other amendments to IAS 8 that will help entities distinguish changes in accounting policies from changes in accounting estimates. This distinction between these two types of changes is important as changes in accounting policies are normally applied retrospectively to past transactions and events, whereas changes in accounting estimates are applied prospectively to future transactions and events.

IAS 1 – Presentation of Financial Statements

The Company does not expect the adoption of these new amendments to have a significant impact as the amendments only affect the note disclosure of the financial statements.

Financial Instruments and Other Instruments (Management of Financial Risks)

Fair value

●

Level 1: Quoted prices in active markets for identical assets or liabilities.

●

Level 2: Inputs other than quoted prices that are observable for the asset or liability.

●

Level 3: Inputs for the asset or liability that are not based on observable market data.

Cash is carried at fair value using a Level 1 fair value measurement. The Company do not have Level 2 and Level 3 financial instrument.

Credit risk

Concentration risk and economic dependence

June 30, 2023	Revenue		% of Total Revenue
Customer A	$	8,687,175		47	%
Customer B	$	5,924,196		32	%

June 30, 2022		Revenue				% of Total Revenue
Customer A		$	8,925,034				88	%

June 30, 2023	Account Receivable		% of Account Receivable
Customer A	$	8,584,998		76	%
Customer C	$	1,537,357		14	%

June 30, 2022	Account Receivable		% of Account Receivable
Customer A	$	3,619,579		64	%
Customer B	$	1,596,777		28	%

The outstanding accounts payable balance is relatively concentrated with a few large customers representing majority of the value. See table below showing a few vendors who account for over 10% of total cost of goods sold as well as vendors who account for over 10% percentage of outstanding Accounts Payable.

June 30, 2023		Purchases				% of Total Purchases
Vendor A		$	2,698,889				19	%

June 30, 2022	Purchases		% of Total Purchases
Vendor B	$	2,928,814		36	%
Vendor C	$	1,630,780		20	%

June 30, 2023			Account Payable				% of Account Payable
Vendor A		$	549,996				12	%

June 30, 2022		Account Payable				% of Account Payable
Vendor B		$	1,108,168				43	%

Liquidity risk

Interest rate risk

Commitment of loan for the next five years

Estimated principal repayments are as follows:

2024	$	151,111
2025		111,111
2026		111,111
2027		111,111
2027 onwards		425,926
Total	$	910,370

Commitment of lease for the next five years

The maturity analysis of the Company’s contractual undiscounted lease liabilities as of June 30, 2023 is as follows:

2024	$	60,302
2025		64,183
2026		67,957
2027		11,431
Total	$	203,873

Subsequent Events

Investment

On July 5, 2023, the Company acquired 42,500 limited partnership unites of Solar Flow-Through 2016 Limited Partnership for an aggregate purchase price of $2,465,000.

At-the-Market Offering

The Company sold 1,000 shares on September 21, 2023 and 1,200 shares on September 22, 2023 through at-the-market offering at an average price of $10.0018 per share for gross proceeds of $22,003.96.

EPC Contract with Honeywell

On September 19, 2023 the Company and Honeywell entered into the Honeywell MIPA and the Honeywell EPC Agreement pursuant to which Honeywell acquired the SB-1, SB-2 and SB-3 projects and retained the Company for their construction, with a total transaction value of US$41 million. The Company also expects that it will retain an operations and maintenance contract for the SB projects following the completion of construction.

BESS Projects

On October 3, 2023, the Company entered into an EPC agreement for the construction of three separate BESS Projects with a total contract value of approximately $36 million. The BESS Projects are owned by Solar Flow-Through Funds, two First Nations communities, and a third party developer in Ontario. Refer to “Discussion of Operations and Outlook – Battery Energy Storage Systems (BESS)” for further details.

OFIT Acquisition

Risk Factors

Readers are cautioned that the risk factors discussed above in this MD&A are not exhaustive. Readers should also carefully consider the matters discussed under the heading, “Forward Looking Information”, in this MD&A and under the heading, “Risk Factors”, in the Company’s Annual Information Form for the year ended June 30, 2023 and filed on SEDAR+ at www.sedarplus.com.

Forward-Looking Statements

This MD&A contains forward-looking statements and forward-looking information ‎within the meaning of Canadian securities legislation (collectively, “forward-looking ‎statements”) that relate to the Company’s current expectations and views of future events. ‎Any statements that express, or involve discussions as to, expectations, beliefs, plans, ‎objectives, assumptions or future events or performance (often, but not always, through the ‎use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will ‎continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, ‎‎”projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be ‎forward-looking statements and may involve estimates, assumptions and uncertainties ‎which could cause actual results or outcomes to differ materially from those expressed in ‎such forward-looking statements. In particular and without limitation, this MD&A ‎contains forward-looking statements pertaining to the Company’s expectations regarding its industry trends and overall market growth; the Company’s expectations about its liquidity and sufficient of working capital for the next twelve months of operations; the Company’s growth strategies the expected energy production from the solar power projects mentioned in this MD&A; the reduction of carbon emissions; the receipt of incentives for the projects; the expected value of EPC Contracts; and the size of the Company’s development pipeline. No assurance ‎can be given that these expectations will prove to be correct and such forward-looking ‎statements included in this MD&A should not be unduly relied upon. These ‎statements speak only as of the date of this MD&A.‎

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Forward-‎Looking Statements” and “Risk ‎Factors” in the Company’s Annual Information Form, and other public filings of the Company, which include: the Company may be adversely affected by volatile solar power market and industry conditions; the execution of the Company’s growth strategy depends upon the continued availability of third-party financing arrangements; the Company’s future success depends partly on its ability to expand the pipeline of its energy business in several key markets; governments may revise, reduce or eliminate incentives and policy support schemes for solar and battery storage power; general global economic conditions may have an adverse impact on our operating performance and results of operations; the Company’s project development and construction activities may not be successful; developing and operating solar projects exposes the Company to various risks; the Company faces a number of risks involving Power Purchase Agreements (“PPAs”) and project-level financing arrangements; any changes to the laws, regulations and policies that the Company is subject to may present technical, regulatory and economic barriers to the purchase and use of solar power; the markets in which the Company competes are highly competitive and evolving quickly; an anti-circumvention investigation could adversely affect the Company by potentially raising the prices of key supplies for the construction of solar power projects; foreign exchange rate fluctuations; a change in the Company’s effective tax rate can have a significant adverse impact on its business; seasonal variations in demand linked to construction cycles and weather conditions may influence the Company’s results of operations; the Company may be unable to generate sufficient cash flows or have access to external financing; the Company may incur substantial additional indebtedness in the future; the Company is subject to risks from supply chain issues; risks related to inflation; unexpected warranty expenses that may not be adequately covered by the Company’s insurance policies; if the Company is unable to attract and retain key personnel, it may not be able to compete effectively in the renewable energy market; there are a limited number of purchasers of utility-scale quantities of electricity; compliance with environmental laws and regulations can be expensive; corporate responsibility may adversely impose additional costs; the future impact of COVID-19 on the Company is unknown at this time; the Company has limited insurance coverage; the Company will be reliant on information technology systems and may be subject to damaging cyberattacks; the Company may become subject to litigation; there is no guarantee on how the Company will use its available funds; the Company will continue to sell securities for cash to fund operations, capital expansion, mergers and acquisitions that will dilute the current shareholders; and future dilution as a result of financings.

The Company undertakes no obligation to update or revise any ‎forward-looking statements, whether as a result of new information, future events or ‎otherwise, except as may be required by law. New factors emerge from time to time, and it ‎is not possible for the Company to predict all of them, or assess the impact of each such ‎factor or the extent to which any factor, or combination of factors, may cause results to ‎differ materially from those contained in any forward-looking statement. Any forward-‎looking statements contained in this MD&A are expressly qualified in their entirety by ‎this cautionary statement.‎

Approval

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

Exhibit 99.3

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This amended and restated prospectus supplement (the “prospectus supplement”), together with the accompanying short form base shelf prospectus dated May 2, 2023 to which it relates (the “prospectus”), as amended or supplemented, and each document incorporated or deemed to be incorporated by reference into this prospectus supplement and the prospectus, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this prospectus supplement and the prospectus to which it relates from documents filed with securities commissions or similar authorities in each of the provinces of ‎Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of SolarBank Corporation at Suite 501, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8, telephone (604) 696-4241, and are also available electronically at www.sedarplus.ca‎.

AMENDED AND RESTATED PROSPECTUS SUPPLEMENT

amending and restating the prospectus supplement dated June 29, 2023

to the short form base shelf prospectus dated May 2, 2023

New Issue

May 23, 2024

SOLARBANK CORPORATION

Up to US$15,000,000‎ Common Shares

This document amends and restates the prospectus supplement of SolarBank Corporation (the “Company” or “SolarBank”, “we” or “us”) dated June 29, 2023, and accordingly, the information in this amended and restated prospectus supplement supersedes the information contained in the prospectus supplement of the Company dated June 29, 2023. This prospectus supplement, together with the prospectus, hereby qualifies the distribution (the “Offering”) of common shares (the “Offered Shares”) in the capital of the Company having an aggregate offering amount of up to US$15,000,000 (or the equivalent in Canadian dollars, determined using the daily exchange rate posted by the Bank of Canada on ‎the date the Offered Shares are ‎sold). See “Plan of Distribution” and “Description of Share Capital”.

The common shares of the Company (the “Common Shares”) are listed and posted for trading on Cboe Canada under the symbol “SUNN” and on the Nasdaq Global Market (“Nasdaq”) under the symbol “SUUN”. On May 22, 2024, the last trading day prior to the date hereof, the closing price of the Common Shares on Cboe Canada was $8.30 and on Nasdaq was US$6.19. The Company has provided notice to Cboe Canada to list the Offered Shares for trading on Cboe Canada and has submitted a notification of listing to list the Offered Shares on Nasdaq. Listing will be subject to the Company fulfilling all of the listing requirements of Cboe Canada and Nasdaq, respectively.

The Company is permitted, under a multi-jurisdictional disclosure system (the “MJDS”) adopted by the securities regulatory authorities in Canada and the United States, to prepare this prospectus supplement and the accompanying prospectus in accordance with Canadian disclosure requirements. The Company is subject to certain informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), in addition to applicable Canadian requirements. Consequently, the Company files reports and other information with the United States Securities and Exchange Commission (the “SEC”), in addition to securities regulatory authorities in Canada. Under MJDS, documents and other information that the Company files with the SEC may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the United States. As a “foreign private issuer” (as defined under United States securities laws), the Company is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. ‎

Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and subject to Canadian auditing and auditor independence standards and may not be comparable to financial statements of United States companies prepared in accordance with United States generally accepted accounting principles.

SolarBank has entered into an amended and restated equity distribution agreement dated May 23, 2024 (the “Distribution Agreement”) with Research Capital Corporation (the “Agent”) and Research Capital USA Inc. (the “U.S. Agent” and together with the Agent, the “Agents”) pursuant to which the Company may distribute up to US$15,000,000 (or the equivalent in Canadian dollars, determined using the daily exchange rate posted by the Bank of Canada on ‎the date the Offered Shares are ‎sold) of Offered Shares in the Offering from time to time through the Agents, as agents, in accordance with the terms of the Distribution Agreement. The Offering is being made concurrently in each of the provinces of Canada under the terms of this prospectus supplement and in the United States under the terms of the Company’s registration statement on Form F-10 (File No. 333-279027) (the “Registration Statement”), filed with the SEC under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), of which this prospectus supplement forms a part. The Distribution Agreement supersedes and replaces the distribution agreement dated June 29, 2023 between the Company and the ‎Agent.‎ See “Plan of Distribution”.

Sales of Offered Shares, if any, under this prospectus supplement will only be made in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 — Shelf Distributions (“NI 44-102”) and an “at-the-market offering” as defined in Rule 415 under the U.S. Securities Act, involving sales made directly on Cboe Canada, Nasdaq or on any other trading market for the Common Shares in Canada or the United States. The Offered Shares will be distributed at market prices prevailing at the time of the sale. As a result, prices may vary as between purchasers and during the period of distribution. The Agents are not required to sell any specific number or dollar amount of Offered Shares, but will use its commercially ‎reasonable efforts to sell the Offered Shares pursuant to the terms and conditions of the Distribution Agreement‎. There is no minimum amount of funds that must be raised under the Offering. This means that the Offering may terminate after only raising a small portion of the offering amount set out above, or none at all. The Agents will only sell Offered Shares on marketplaces in Canada and the United States. See “Plan of Distribution”.

The enforcement by investors of civil liabilities under United States federal securities laws may be adversely affected by the fact that the Company is a corporation existing under the laws of the Province of Ontario, Canada, and the Company’s executive offices, administrative activities and some of its assets are located outside the United States. In addition, the directors and executive officers of the Company, the Agent, and certain experts named in this prospectus supplement and in the accompanying prospectus, or a document incorporated by reference herein or therein, are residents of jurisdictions other than the United States and all or a substantial portion of the assets of those persons are or may be located outside the United States. Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person or company that resides outside of Canada or is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, even if the party has appointed an agent for service of process.

THE OFFERED SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC NOR ANY STATE OR CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY NOR HAS THE SEC OR ANY STATE OR CANADIAN SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE SHELF PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

SolarBank will pay the Agents a commission for their services in acting as agents in connection with the sale of Offered Shares pursuant to the Distribution Agreement (the “Commission”) in an amount equal to 2% of the gross sales price per Offered Share sold. The Company estimates that the total expenses that it will incur related to the commencement of the Offering, excluding compensation payable to the Agents under the terms of the Distribution Agreement and the expenses of the Agents that the Company will reimburse under the terms of the Distribution Agreement, will be approximately $300,000. See “Plan of Distribution”.

It is anticipated that sales of Offered Shares in Canada will be settled through the facilities of CDS Clearing and Depository Services Inc. (“CDS”) or by such other means as permitted by the Distribution Agreement and sales of Offered Shares in the United States will be settled through the facilities of The Depository Trust Company (“DTC”) or by such other means as permitted by the Distribution Agreement. A purchaser of Offered Shares will only receive a customer confirmation from the Agents or another registered dealer from or through which the Offered Shares are purchased. No definitive certificates will be issued unless specifically requested or required. See “Plan of Distribution”.

Purchasers of the Offered Shares should be aware that the acquisition of the Offered Shares may have tax consequences both in Canada and the United States. Such consequences for investors who are resident in, or citizens of, the United States, or who are resident in Canada may not be described fully herein. Purchasers of the Offered Shares should read the tax discussion ‎contained in this prospectus supplement and consult their own tax advisors. See “Certain Canadian Federal Income Tax ‎Considerations” and “Certain U.S. Federal Income Tax ‎Considerations”.‎

- ii -

Investing in the Offered Shares is highly speculative and involves significant risks that you should consider before purchasing such Offered Shares. The risks outlined in this prospectus supplement, the prospectus and in the documents incorporated by reference herein and therein should all be carefully reviewed and considered by prospective investors in connection with an investment in the Offered Shares. See “Risk Factors”.

As sales agents, the Agents will not engage in any transactions to stabilize or maintain the price of the Common Shares. Neither the Agents nor any person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Common Shares, including selling an aggregate number or principal amount of securities that would result in the Agents creating an over-allocation position in the Common Shares. See “Plan of Distribution”.

Paul Pasalic and Chelsea L. Nickles, each a director of the Company, reside outside of Canada and have appointed DLA Piper (Canada) LLP, Suite 2700, 1133 Melville St, Vancouver, British Columbia, V6E 4E5, Canada. Purchasers are advised that it may not be possible for investors to enforce ‎judgments obtained in Canada against any person or company that resides outside of Canada, even if the party has appointed an agent for service ‎of process.‎

The Company’s head office and registered office is located at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4Z2.

Unless otherwise indicated, all references in this prospectus supplement to “$”, “C$” or “dollars” are to Canadian dollars and references to “US$” are to United States dollars. See “Exchange Rate Information”.

- iii -

TABLE OF CONTENTS OF THE PROSPECTUS SUPPLEMENT

	Page

ABOUT THIS PROSPECTUS SUPPLEMENT	1
EXCHANGE RATE INFORMATION	1
CAUTION REGARDING PRO FORMA FINANCIAL STATEMENTS	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
DOCUMENTS INCORPORATED BY REFERENCE	5
THE COMPANY	7
PROBABLE ACQUISITION	11
RISK FACTORS	14
CONSOLIDATED CAPITALIZATION	18
USE OF PROCEEDS AND BUSINESS OBJECTIVES AND MILESTONES	18
PLAN OF DISTRIBUTION	19
DESCRIPTION OF SHARE CAPITAL	21
PRIOR SALES	21
TRADING PRICE AND VOLUME	21
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	22
CERTAIN U.S. FEDERAL INCOME TAX ‎CONSIDERATIONS	25
AGENT FOR SERVICE OF PROCESS	31
LEGAL MATTERS	31
INTEREST OF EXPERTS	31
AUDITORS, REGISTRAR AND TRANSFER AGENT	31
PROMOTERS	32
ELIGIBILITY FOR INVESTMENT	32
STATUTORY EXEMPTIONS	32
PURCHASERS’ STATUTORY RIGHTS	33
ADDITIONAL INFORMATION	33
INDEX TO FINANCIAL STATEMENTS	F-1

- iv -

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Offered Shares being offered and also adds to and updates information contained in the prospectus and the documents incorporated by reference herein and therein. The second part, the prospectus, gives more general information, some of which may not apply to the Offering. If the information varies between this prospectus supplement and the prospectus, the information in this prospectus supplement supersedes the information in the prospectus. This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the purposes of the Offering constituted by this prospectus supplement.

No person is authorized by the Company to provide any information or to make any representation other than as contained in this prospectus supplement or the prospectus in connection with the issue and sale of the Offered Shares hereunder. Investors should rely only on the information contained or incorporated by reference in this prospectus supplement, the prospectus and any documents incorporated by reference herein and therein. If the description of the Offered Shares or any other information varies between this prospectus supplement and the prospectus (including the documents incorporated by reference herein and therein on the date hereof), the investor should rely on the information in this prospectus supplement. We have not, and the Agents have not, authorized anyone to provide you with different or additional information and the Company and the Agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with any different, additional, inconsistent or other information, you should not rely on it. Neither the Company nor the Agents are making an offer to sell or seeking an offer to buy the Offered Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement, the prospectus and the documents incorporated by reference herein and therein is accurate as of any date other than the date on the front of this prospectus supplement, the prospectus or the respective dates of the documents incorporated by reference herein and therein, as applicable, regardless of the time of delivery of this prospectus supplement or of any sale of the Offered Shares pursuant hereto. Our business, financial condition, results of operations and prospects may have changed since those dates. Information contained on the Company’s website should not be deemed to be a part of this prospectus supplement, the prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Shares.

This prospectus supplement, the prospectus and the documents incorporated therein by reference ‎include references to the Company’s trademarks, including, without limitation, the “SolarBank” trademark on the face page of this prospectus supplement, which are protected under ‎applicable intellectual property laws and are the Company’s property. The Company’s trademarks and trade ‎names referred to in this prospectus supplement, the prospectus and the documents incorporated therein ‎by reference may appear without the ® or ™ symbol, but references to the Company’s trademarks and trade names ‎in the absence of such symbols are not intended to indicate, in any way, that the Company will not assert, to the ‎fullest extent under applicable law, its rights to these trademarks and trade names. All other trademarks and trade ‎names used in this prospectus supplement, the prospectus or in documents incorporated therein by ‎reference are the property of their respective owners.

Market data and industry forecasts used throughout this prospectus supplement, the prospectus and the documents incorporated by reference therein were obtained from various publicly available sources. Although the Company believes that these independent sources are generally reliable, the accuracy and completeness of the information from such sources are not guaranteed and have not been independently verified by the Company or the Agents and neither the Company nor the Agents make any representation as to the accuracy of such information.

This prospectus supplement shall not be used by anyone for any purpose other than in connection with the Offering.

Unless otherwise noted or the context otherwise requires, references to “we”, “us”, “our” or similar terms, as well as references to “SolarBank” or the “Company”, refer to SolarBank Corporation together with our subsidiaries.

EXCHANGE RATE INFORMATION

The consolidated financial statements of the Company incorporated by reference in this prospectus supplement have been prepared in accordance with IFRS and are reported in Canadian dollars, and the audit of such financial statements are subject to Canadian auditing and auditor independence standards.

Unless otherwise indicated, all references in this prospectus supplement to “$”, “C$” or “dollars” are to Canadian dollars and references to “US$” are to United States dollars.

S-1

The following table sets out, for the period indicated, certain exchange rates based upon the rate published by the Bank of Canada during the respective periods. The rates are set out as United States dollars per C$1.00.

Year ended June 30,‎

Three Month Period Ended

March 31, 2024

‎

‎2023

‎2022

‎2021

Low

US$0.7217

US$0.7669

US$0.7344

US$‎0.7357‎

High

US$0.7841

US$0.8111

US$0.8306

US$‎0.7510‎

Average

US$0.7467

US$0.7901

US$0.7807

US$‎0.7414‎

On May 22, 2024, the daily exchange rate for the U.S. dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.3674.

CAUTION REGARDING PRO FORMA FINANCIAL STATEMENTS

This prospectus supplement contains certain unaudited pro forma financial statements of SolarBank (the “SolarBank Pro Forma Financial Statements”) comprised of the pro forma consolidated balance sheet as at March 31, 2024, and the pro forma consolidated statement of income of the Company for the financial year ended June 30, 2023 and the nine month period ended March 31, 2024, giving effect to the completion of the Acquisition (as defined below). Such SolarBank Pro Forma Financial Statements have been prepared using certain of SolarBank’s financial statements and the respective historical financial statements of SFF (as defined below) and the Predecessor LPs (as defined below), as more particularly described in the notes to such SolarBank Pro Forma Financial Statements. In preparing such SolarBank Pro Forma Financial Statements, the Company has had limited access to the books and records of SFF and the Predecessor LPs and is not in a position to independently assess or verify information related to SFF and the Predecessor LPs that was used to prepare the SolarBank Pro Forma Financial Statements or the financial statements of SFF and the Predecessor LPs that are included in this prospectus supplement. Such SolarBank Pro Forma Financial Statements are not necessarily indicative of results of operations and financial condition that would actually have occurred for the periods presented had the Acquisition and the related financing been effective at the beginning of such periods, nor of the future results of operations and financial condition of the Company. Since the SolarBank Pro Forma Financial Statements have been developed to retroactively show the effect of a transaction that has or is expected to occur at a later date (even though this was accomplished by following generally accepted practice using reasonable assumptions), there are limitations inherent in the very nature of pro forma data. The data contained in the SolarBank Pro Forma Financial Statements represents only a simulation of the potential financial impact of the Company’s acquisition of SFF. Undue reliance should not be placed on such SolarBank Pro Forma Financial Statements. There is no guarantee that the Acquisition will be completed on the terms set forth herein and in the prior disclosure of SolarBank or at all. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors – Risks Related to the Acquisition”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the prospectus, including the documents incorporated by reference herein, contain “forward-looking ‎information” or “forward-looking statements” within the meaning of ‎applicable securities legislation (collectively, “forward-looking statements”). The forward-looking statements in this prospectus supplement are provided as of the date of ‎this prospectus supplement and forward-looking statements incorporated by reference are made as of the date of those ‎documents. The Company does not intend to and does not assume any obligation to update forward-looking ‎statements, except as required by applicable law. For this reason and the reasons set forth below, investors should ‎not place undue reliance on forward-looking statements.‎

Forward-looking statements contained herein are based on current expectations, estimates, forecasts, projections, beliefs and assumptions made by management of the Company about the industry in which it operates. Such statements include, in particular, statements about the Company’s plans, strategies and prospects. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “predict” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. The Company does not intend, and disclaims any obligation, to update any forward-looking statements after it files this prospectus supplement, whether as a result of new information, future events or otherwise, except as required by the securities laws. These forward-looking statements are made as of the date of this prospectus supplement.

S-2

The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, among other things, statements relating to:

●	the use of the net proceeds from the Offering; ‎
●	any decision not to sell Offered Shares if the sales cannot be effected at or above the price designated by the Company;
●	expectations regarding completion of the Acquisition and timing thereof;
●	the expected impact of the Acquisition on the Company’s operations, prospects, opportunities, financial condition, cash flow and overall strategy;
●	the intentions, plans and future actions of the Company;
●	statements relating to the business and future activities of the Company;
●	intended or anticipated developments in the operations of the Company;
●	the Company’s financial results after giving effect to the Acquisition;
●	the anticipated power generation from the US1/VC1 Projects (as defined herein);
●	market position, ability to compete and future financial or operating performance of the Company;
●	the timing and amount of funding required to execute the Company’s business plans;
●	capital expenditures;
●	the effect on the Company of any changes to existing or new legislation or policy or government regulation;
●	the availability of labour;
●	requirements for additional capital;
●	goals, strategies and future growth;
●	the adequacy of financial resources;
●	expectation that the Common Shares will continue to be listed on Cboe Canada and Nasdaq;
●	expectations regarding revenues, expenses and anticipated cash needs; and
●	the impact of any resurgence of COVID-19 on the business and operations of the Company.

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. In making the forward-looking statements included in this prospectus supplement, the Company has made various material assumptions, including but not limited to: (i) obtaining the necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions; (iv) the Company’s ability to successfully execute its plans and intentions; (v) the satisfaction of all conditions of closing and the successful completion of the Acquisition; (vi) the realization of the anticipated benefits of the Acquisition in the timeframe anticipated; (vii) the absence of significant undisclosed costs or liabilities associated with the Acquisition; (viii) the availability of financing on reasonable terms; (ix) the Company’s ability to attract and retain skilled staff; (x) market competition; (xi) the products and services offered by the Company’s competitors; (xii) that the Company’s current good relationships with its service providers and other third parties will be maintained; and (xiii) government subsidies and funding for renewable energy will continue as currently contemplated. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot provide any assurance that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, prospective purchasers of Offered Shares should not place undue reliance on forward-looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Risk Factors” in this prospectus supplement, in the prospectus and in documents incorporated herein and therein by reference, which include:

●	failure to complete the Acquisition in all material respects in accordance with the Arrangement Agreement;
●	failure to realize the anticipated benefits of the Acquisition in the timeframe anticipated, or at all;
●	potential unforeseen difficulties in integrating the SFF business into the Company’s systems and operations;
●	the discovery of significant undisclosed costs or liabilities associated with the Acquisition;
●	reliance on information provided by SFF and the risk of inaccurate or incomplete information, historical and/or stand-alone financial information may not be representative of future performance, and uncertainty as to expected financial condition and economic performance following the completion of the Acquisition;

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●	the Company may be adversely affected by volatile solar power market and industry conditions; in particular, the demand for its services may decline, which may reduce its revenues and earnings;
●	the execution of the Company’s growth strategy depends upon the continued availability of third-party financing arrangements for the Company and its customers;
●	the Company’s future success depends partly on its ability to expand the pipeline of its energy business in several key markets;
●	governments may revise, reduce or eliminate incentives and policy support schemes for solar and battery storage power, which could cause demand for the Company’s services to decline;
●	general global economic conditions may have an adverse impact on our operating performance and results of operations;
●	the Company’s project development and construction activities may not be successful;
●	developing and operating solar projects exposes the Company to various risks;
●	the Company faces a number of risks involving power purchase agreements (“PPAs”) and project-level financing arrangements, including failure or delay in entering into PPAs, defaults by counterparties and contingent contractual terms;
●	the Company is subject to numerous laws, regulations and policies at the national, regional and local levels of government in the markets where it does business. Any changes to these laws, regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar power and battery storage products, solar projects and solar electricity;
●	the markets in which the Company competes are highly competitive and evolving quickly;
●	an anti-circumvention investigation could adversely affect the Company by potentially raising the prices of key supplies for the construction of solar power projects;
●	the Company’s quarterly operating results may fluctuate from period to period;
●	foreign exchange rate fluctuations;
●	risks related to the Company’s foreign private issuer status;
●	risks related to the Company’s “passive foreign investment company” status within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended; a change in the Company’s effective tax rate can have a significant adverse impact on its business;
●	seasonal variations in demand linked to construction cycles and weather conditions may influence the Company’s results of operations;
●	the Company may be unable to generate sufficient cash flows or have access to external financing necessary to fund planned operations and make adequate capital investments in solar project development;
●	the Company may incur substantial additional indebtedness in the future;
●	the Company is subject to risks from supply chain issues;
●	risks related to inflation;
●	unexpected warranty expenses that may not be adequately covered by the Company’s insurance policies;
●	if the Company is unable to attract and retain key personnel, it may not be able to compete effectively in the renewable energy market;
●	there are a limited number of purchasers of utility-scale quantities of electricity and entities that have the ability to interconnect projects to the grid, which exposes the Company and its utility scale solar projects to additional risk;
●	compliance with environmental laws and regulations can be expensive;
●	corporate responsibility, specifically related to Environmental, Social and Governance matters and unsuccessful management of such matters may adversely impose additional costs and expose the Company to new risks;
●	the long-term impact of a resurgence of COVID-19 on the Company is unknown at this time and the financial consequences of this situation causes uncertainty as to the future and its effects on the economy and the Company;
●	the Company has limited insurance coverage;
●	the Company will be reliant on information technology systems and may be subject to damaging cyberattacks;
●	the Company does not anticipate paying cash dividends;
●	the Company may become subject to litigation;
●	discretion of the Company on the use of the net proceeds of the Offerings;
●	no guarantee on how the Company will use its available funds;
●	the Company is subject to additional regulatory burden resulting from its public listing on Cboe Canada and the Nasdaq;
●	the market price for Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control;
●	future sales of Common Shares by existing shareholders could reduce the market price of the Common Shares;
●	the Company will continue to sell securities for cash to fund operations, capital expansion, mergers and acquisitions that will dilute the current shareholders; and
●	future dilution as a result of financings.

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These factors should not be considered exhaustive. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking statements prove incorrect, actual results might vary materially from those anticipated in those forward-looking statements.

Information contained in forward-looking statements in this prospectus supplement is provided as of the date of this prospectus supplement, and we disclaim any obligation to update any forward-looking statements, whether as a result of new information or future events or results, except to the extent required by applicable securities laws. Accordingly, potential investors should not place undue reliance on forward-looking statements or the information contained in those statements.

Prospective purchasers of securities of the Company should carefully consider the risk factors described in a document incorporated by reference in this prospectus supplement (including subsequently filed documents incorporated by reference) and those described in a prospectus. Discussions of certain risks affecting the Company in connection with its business are provided in the Company’s disclosure documents filed with the various securities regulatory authorities which are incorporated by reference in this prospectus supplement.

All of the forward-looking statements contained in this prospectus supplement are expressly qualified by the foregoing cautionary statements. Investors should read this entire prospectus supplement and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment.

DOCUMENTS INCORPORATED BY REFERENCE

This prospectus supplement is deemed to be incorporated by reference in the prospectus solely for the purpose of the distribution of the Offered Shares. Information has been incorporated by reference in this prospectus supplement from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4Z2, telephone (416) 494-9559 or by accessing the disclosure documents through the internet on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”), under the Company’s profile at www.sedarplus.ca. Our filings through SEDAR+ are not incorporated by reference in this prospectus supplement except as specifically set forth herein. Documents filed with, or furnished to, the SEC are available through the SEC’s Electronic Data Gathering and Retrieval System ‎‎(“EDGAR”) at www.sec.gov. Except as expressly provided herein, documents filed on EDGAR are not, and should not be considered, ‎part of this prospectus supplement or the prospectus.‎

The following documents, filed by the Company with the securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this prospectus supplement and the prospectus:

	(a)	the Company’s revised annual information form dated October 27, 2023 for the year ended June 30, 2023 (the “AIF”);

	(b)	the amended and restated audited financial statements of the Company for the years ended June 30, 2023 and 2022‎ (the “Annual Financial Statements”)‎;

	(c)	the amended and restated management’s discussion and analysis of the Company for the year ended June 30, 2023;

	(d)	the management information circular dated November 7, 2023 in connection with the Company’s annual general and special meeting of shareholders held on December 14, 2023;

	(e)	the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended March 31, 2024 (the “Interim Financial Statements”);

	(f)	the management’s discussion and analysis of the Company for the three and nine months ended March 31, 2024;

	(g)	the material change report dated March 27, 2024, in connection with the Company entering into a definitive agreement (the “Arrangement Agreement”) with Solar Flow-Through Funds Ltd. (“SFF” or “Solar Flow-Through”) to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of up to $41.8 million in an all stock deal (the “Acquisition”);

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	(h)	the material change report dated October 26, 2023, in connection with the Company entering into share purchase agreements (the “OFIT SPAs”) dated October 23, 2023 to acquire control of two corporations that hold solar projects located in Ontario with a combined capacity of 2.5 megawatt (“MW”) for consideration of 278,875 Common Shares;

	(i)	the material change report dated October 13, 2023, in connection with the Company entering into engineering, procurement, and construction (“EPC”) agreements for the construction of three separate Battery Energy Storage System (“BESS”) projects with a total contract value of approximately $36 million;

	(j)	the material change report dated September 28, 2023, in connection with the acquisition by Honeywell International (“Honeywell”) of the Company’s proposed 21 MW direct current (“DC”) groundmount solar power projects that are under development in upstate New York; and

	(k)	the material change report dated July 6, 2023, in connection with the Company’s establishment of an at-the-market equity program pursuant to an equity distribution agreement (the “Original Distribution Agreement”) with the Agent.

Any document of the type referred to in item 11.1 of Form 44-101F1 – Short Form Prospectus of National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators (other than confidential material change reports, if any) filed by the Company with any securities commissions or similar regulatory authorities in Canada after the date of this prospectus supplement and prior to the termination of the Offering shall be deemed to be incorporated by reference in this prospectus supplement and the prospectus. These documents will be available on SEDAR+, which ‎can be accessed under the Company’s profile at www.sedarplus.ca. Documents referenced in this prospectus supplement, the prospectus or any of the documents ‎incorporated by reference herein or therein, but not expressly incorporated by reference herein or therein and not otherwise required to ‎be incorporated by reference herein or therein, are not incorporated by reference in this prospectus supplement‎.

If SolarBank disseminates a news release in respect of previously undisclosed information that, in SolarBank’s determination, constitutes a “material fact” (as such term is defined under applicable Canadian securities laws), SolarBank will identify such news release as a “designated news release” for the purposes of this prospectus supplement and the prospectus in writing on the face page of the version of such news release that SolarBank files on SEDAR+ (each such news release, a “Designated News Release”), and each such Designated News Release shall be deemed to be incorporated by reference into this prospectus supplement and the prospectus for the purposes of the Offering.

In addition, to the extent that any document or information incorporated by reference into this prospectus supplement is filed with, or ‎furnished to, the SEC pursuant to the U.S. Exchange Act, after the date of this prospectus supplement ‎and prior to the termination or completion of the Offering, such document or information will be deemed to be incorporated by ‎reference as an exhibit to the registration statement of which this prospectus supplement forms a part (in the case of any report on ‎Form 6-K only to the extent expressly provided therein).‎

The documents incorporated or deemed to be incorporated herein by reference contain meaningful information relating to the Company and readers should review all information contained in this prospectus supplement, the prospectus and the documents incorporated or deemed to be incorporated herein or therein by reference.

Any statement contained in this prospectus supplement, the prospectus or in a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for purposes of this prospectus supplement and the prospectus, to the extent that a statement contained herein or therein, or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein or therein, modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall thereafter neither constitute, nor be deemed to constitute, a part of this prospectus supplement or the prospectus, except as so modified or superseded.

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When the Company files an annual information form (or equivalent disclosure document), audited consolidated financial statements and related management’s discussion and analysis and, where required, they are accepted by the applicable securities regulatory authorities during the time that this prospectus supplement is valid, the previous audited consolidated financial statements and related management’s discussion and analysis and all unaudited interim condensed consolidated financial statements and related management’s discussion and analysis for such periods, all material change reports and any business acquisition report filed prior to the commencement of the Company’s financial year in which the annual information form (or equivalent disclosure document) is filed will be deemed no longer to be incorporated by reference in this prospectus supplement for purposes of future offers and sales of Offered Shares under this prospectus supplement. Upon new unaudited interim condensed consolidated financial statements and related management’s discussion and analysis being filed by the Company with the applicable securities regulatory authorities during the term of this prospectus supplement, all unaudited interim condensed consolidated financial statements and related management’s discussion and analysis filed prior to the filing of the new unaudited interim condensed consolidated financial statements shall be deemed no longer to be incorporated by reference into this prospectus supplement for purposes of future offers and sales of securities hereunder. Upon a management information circular in connection with an annual meeting being filed by the Company with the appropriate securities regulatory authorities during the currency of this prospectus, the management information circular filed in connection with the previous annual meeting (unless such management information circular also related to a special meeting) will be deemed no longer to be incorporated by reference in this prospectus supplement for purposes of future offers and sales of securities hereunder.

References to the Company’s website in any documents that are incorporated by reference into this prospectus supplement and the prospectus do not incorporate by reference the information on such website into this prospectus supplement and the prospectus and the Company disclaims any such incorporation by reference.

THE COMPANY

The following description of the Company does not contain all of the information about the Company and its assets and business that you should consider before investing in the Offered Shares. You should carefully read the entire prospectus supplement and the prospectus, including the sections titled “Risk Factors”, as well as the documents incorporated by reference herein and therein before making an investment decision.

Overview of the Company

The Company is an independent renewable and clean energy project developer, power producer and asset operator based in‎ Canada and the United States. The Company is engaged in the development and operation of solar photovoltaic (“PV”) ‎power generation projects, BESS, and EV-Charging projects in Canada and the United States. The Company’s mission is to support the energy transition in ‎North America through deployment of clean energy at a distributed scale closer to where consumption occurs. Its objective ‎is to scale-up as a leading developer, owner and operator of a significant fleet of distributed renewable power assets that have ‎economic and technical value. The Company originates, develops, designs and builds solar power projects, BESS and EV-Charging stations. The Company ‎is also gaining expertise in other clean and renewable technologies that will enable greater penetration of clean ‎energy.

Principal Operations

The Company focuses on grid connected solar PV electricity power plants, BESS and EV-Charging stations. With its full in-house development, engineering and construction expertise, the Company’s capabilities span the value chain from development, EPC, financing, and operating as an Independent Power Producer (“IPP”). The Company’s core business consists of:

●	Development: The Company identifies, evaluates and secures control of suitable solar, BESS and other renewable development sites; obtains grid interconnection from utilities; acquires permits from government authorities; and engages solar energy subscribers and/or PPA clients as off-takers. A PPA, also referred to as an off-take agreement, is a contract ‎between two parties, one which generates electricity (the seller) and one which is looking to ‎purchase electricity (the buyer or off-taker). The PPA defines all of the commercial terms for ‎the sale of electricity between the two parties, including when the project will begin ‎commercial operation, schedule for delivery of electricity, penalties for under delivery, ‎payment terms, and termination. A PPA requires active management to reconcile monthly ‎deliveries, penalties and payment for electricity.‎

●	EPC: The Company engineers, procures and constructs safe, efficient, eco-friendly, solar and other renewable power plants for industrial, commercial, community and utility electricity market, using high engineering standards and the latest technology.

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●	Financing: The Company assists with securing, or secures directly for its own IPP projects, sponsor equity, tax equity, long-term debt, and construction financing to deploy BESS, solar and other renewable power plants.

●	Independent Power Producer: The Company commenced operating as an IPP in 2023. Previously, the Company operated and maintained solar power plants for maximized production and supervised solar power subscribers through two customer support centers in Boston and Chicago. The Company also manages PPA and off-take agreements as an asset manager.

Operations and Maintenance (O&M) refers to activities which enable power plants to produce energy at or above the expected level of performance, in compliance with applicable regulations. O&M encompasses several ongoing maintenance processes, such as preventative maintenance, reactive maintenance, including rapid identification, analysis, and resolution of issues and problems and comprehensive monitoring and transparent reporting, along with the replacement and disabling of broken and damaged system and structural components. O&M is essential to ensuring that BESS, solar and other renewable power plants sustain themselves for their expected system life.

Recent Developments

Strategic Investment

On July 10, 2023, the Company announced that it made a strategic investment in a Canadian solar project developer and operator by acquiring from existing limited partners an aggregate of 42,500 limited partnership units of Solar Flow-Through 2016-I Limited Partnership, a partnership that is part of the group of Predecessor LPs, for a purchase price of $2,465,000, which was based on an independent valuation report that was prepared for SFF.

Interconnection Results

On July 19, 2023, the Company announced that it has received positive interconnection results on 7 MW ground mount site (Hardie) in upstate New York.

Manlius and Geddes Projects

On July 26, 2023, the Company announced that it awarded a contract to Polar Racking, a North American supplier and manufacturer of solar mounting solutions, to supply its CORE fixed tilt ground mount solar mounting solution, and ballasted foundations to the Manlius project (the “Manlius Project”) in the Town of Manlius, Onondaga County, New York, and the Geddes project (the “Geddes Project”) in Geddes, New York, that are being developed by the Company for Solar Advocate Development LLC. Subject to receipt of financing, the Company intends to own and operate the Geddes Project.

On September 26, 2023 the Company announced that it completed mechanical construction of the Manlius Project. The Manlius Project was constructed for Solar Advocate Development LLC under the terms of the Manlius EPC Agreement. On January 25, 2024, the Company announced that the Manlius Project has reached permission to operate stage, and National Grid confirmed that the Manlius Project was formally accepted, successfully commissioned and authorized to produce power. The Manlius Project repurposed a landfill with a community solar ground mount sizing at 4.35MW AC/5.728 MW DC. The Company performed engineering, construction and procurement work under the terms of the Manlius EPC Agreement, which has a total value of approximately US$11.35 million. Incentives for the Manlius Project have been secured from the New York State Energy Research and Development Authority (“NYSERDA”).

On October 2, 2023, the Company announced that it commenced major construction on the Geddes Project. On August 3, 2023, the Company announced that it awarded a contract to Hewitt Young Electric, LLC to provide electrical subcontracting work for the Geddes Project and on January 11, 2024, the Company announced that it completed mechanical construction on the Geddes Project. The Geddes Project, which has a designed capacity of 3.7 megawatts MW DC, is fulfilling two critical challenges: supplying clean energy and transforming contaminated sites into energy assets.

Honeywell Transaction

On August 21, 2023, the Company announced that it secured funding of up to US$20 million from Honeywell to advance 21 MW DC ground-mount solar power projects that are under development in upstate New York (the “SB Projects”). The SB Projects are known as SB-1, SB-2 and SB-3.

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On September 19, 2023, the Company and Honeywell entered into a Membership Interest Purchase Agreement (the “Honeywell MIPA”) and an EPC agreement (the “Honeywell EPC Agreement”) pursuant to which Honeywell acquired the SB Projects and retained the Company for their construction, with a total transaction value of US$41 million.

On April 11, 2024, the Company announced that it completed mechanical construction on the previously announced SB Projects that are under development in upstate New York for Honeywell in a US$41 million transaction. The next step is completion of final electrical work and acceptance testing.

Alberta Lease

On September 21, 2023 the Company announced that it has executed a lease agreement on a proposed 7MW ground mount solar project site in Upstate New York and 16.817MW ground mount solar project site in Alberta. The Alberta Utilities Commission (“AUC”) has announced a pause on approvals of new renewable electricity generation projects over one megawatt until February 29, 2024, and that it will review policies and procedures for the development of renewable electricity generation. This pause impacted the Company’s receipt of interconnection approval for the project from the AUC. With the pause expiring on February 27, the Alberta Government has formally announced the direction its new policy on renewables will take. The Minister of Affordability and Utilities, in a letter to the AUC, directed the AUC to develop policy for the approval of renewable energy developments. As a result of the restrictive terms of the new policy the Company has determined that the Alberta project is no longer feasible . As a result it will no longer be proceeding with the Alberta project.

EPC Agreements for BESS Projects

On October 3, 2023, the Company entered into three EPC agreements for the construction of three separate BESS projects (the “BESS Projects”) that were previously announced in June 2023, with a total contract value of approximately $36 million. The Bess Projects are owned by SFF, two First Nations communities, and a third party developer in Ontario through holding companies. The BESS Projects are known as 903, OZ-1 and SFF 06 and are subject to the following agreements:

	(i)	Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234763 Ontario Inc. and the Company for 903 Project (the “903 EPC Agreement”);

	(ii)	Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234813 Ontario Inc. and the Company for OZ-1 Project (the “OZ-1 EPC Agreement”); and

	(iii)	Engineering, Procurement & Construction Agreement dated October 3, 2023 between 1000234763 Ontario Inc. and the Company for SFF 06 Project (the “SFF 06 EPC Agreement”).

The BESS Projects were awarded as part of a procurement process with the Ontario IESO known as “ELT1”. Projects under the E-LT1 are expected to be operational no later than April 30, 2026, but the Company intends to have them completed for operation by the summer of 2025. Each Bess Project has a 4.74 MW discharge capacity with a four-hour duration using lithium-iron-phosphate technology, which allows for the greatest number of charge/discharge cycles, making it the optimal selection for stationary energy storage systems.

OFIT Share Purchase Agreements

On October 23, 2023, the Company acquired control of two corporations that hold solar projects located in Ontario with a combined capacity of 2.5 MW (the “OFIT Projects”) for consideration of 278,875 Common Shares for a total value of $2.15 million (the “OFIT Transaction”). OFIT GM Inc. and OFIT RT Inc. (the “Purchased Entities”), have been operating the OFIT Projects since 2017. Dr. Richard Lu, the President & Chief Executive Officer and a director of the Company is indirectly a shareholder of the Purchased Entities and has indirectly received one-third of the Common Shares issued as consideration pursuant to the OFIT Transaction. As a result, the transaction is considered a related party transaction.

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US1/VC1 Projects Acquisition

On December 4, 2023, the Company acquired a 100% interest in the US1 Project and VC1 Project, each located in New York (the “US1/VC1 Projects”). The Company previously held a 67% interest in the US1/VC1 Projects and has now acquired the remaining 33% from the minority partner for a cash purchase price of US$70,000. The first project is the US1 Project which is a ground-mount solar power project located at a municipally-owned utility campus in the Village of Union Springs, N.Y. Pursuant to the PPA with the municipality, the project, with an installed capacity of 389.7kW DC, will sell electricity to the municipality via remote net metering. The second project is the VC1 Project which is a ground-mount solar power project located at a municipally-owned utility campus in the Village of Cazenovia, N.Y. Pursuant to the PPA with the municipality, the project, with an installed capacity of 297.9kW DC, will sell electricity to the municipality via remote net metering. .

Cboe Canada Listing

On February 13, 2024, the Company announced that the Cboe Canada stock exchange (“Cboe Canada”) granted final approval of the Company’s listing application. The Common Shares were listed and available for trading on Cboe Canada at the start of trading on February 14, 2024. The Company’s existing trading symbol “SUNN” remained unchanged, and its Common Shares were delisted from the Canadian Securities Exchange at the close of market on February 13, 2024.

Proposed Acquisition of Solar Flow-Through

On March 19, 2024, the Company entered into the Arrangement Agreement with SFF to acquire all of the issued and outstanding common shares of SFF (each, a “SFF Share”) that it does not already own through a plan of arrangement for an aggregate consideration of up to $41.8 million in an all stock deal. The completion of the Acquisition is subject to certain required approvals and the satisfaction of certain conditions. There can be no assurance that the Company will complete the Acquisition.

NASDAQ Listing

On April 8, 2024, the Company’s Common Shares commenced trading on the Nasdaq under the symbol “SUUN,” while its Common Shares continued to trade on the Cboe Canada under the symbol “SUNN”.

Storke Project Acquisition

On April 10, 2024, the Company announced that it closed its previously announced acquisition from Storke Renewables, LLC of a development stage solar project located in the Town of Camillus, New York on a closed landfill (the “Storke Project”). The Company intends to develop a 3.15 MW DC ground-mount solar power project on the site that will operate as a community solar project. The Storke Project is expected to be eligible for incentives under the NYSERDA NY-Sun Program.

The Storke Project has received interconnection approval and is in the final stage of the permitting process. The Company intends to advance the Storke Project through the permitting process and secure the necessary financing for construction which is expected to commence in the third quarter of 2024 and become operational in the second quarter of 2025.

Fiera Real Estate Contract Awarded

On April 15, 2024, the Company announced that it commenced construction on a 1.4 MW DC rooftop solar project for Fiera Real Estate (“Fiera”) in Alberta (the “Fiera Project”) as a pilot project. The Fiera Project is expected to operate as a “Small Scale Generator” and received interconnection approval in December 2023, full permitting in March 2024 and is currently undergoing the process of engineering, procurement and final design. Construction of the Fiera Project is expected to be completed in November 2024. The Company, with the support of Zathura Investments, is providing development and EPC services under an EPC agreement with Fiera and expects to complete additional projects for Fiera in the future.

TriMac Partnership

On April 26, 2024, the Company announced that it has partnered with TriMac Engineering of Sydney, Nova Scotia (“TriMac”) to develop a 10 MW DC community solar garden in the rural community of Enon, and three 7 MW DC projects in Sydney, Halifax and Annapolis, Nova Scotia respectively (the “TriMac Projects”). The TriMac Projects are being developed under a Community Solar Program that was announced by the Government of Nova Scotia on March 1, 2024 and are owned by AI Renewable Fund. TriMac and the Company are currently planning to apply for Community Solar Program Contract from Nova Scotia by July 2024. If approved, construction is expected to commence in 2025.

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Community Solar Subscribers

The Company works with 3rd party subscriber organizations in Boston and Chicago to manage community solar subscribers. As of June 30, 2023 the number of subscribers was approximately 2,300. As of the date of this prospectus supplement, the current number of community solar subscribers is over 3,000 and additional subscribers are expected to be added as the Company’s development projects begin operation.

Development Pipeline

The Company has an existing development pipeline of solar PV projects that totals approximately 1,142 MW and BESS projects that totals approximately 162 MW. The Company categorizes its development pipeline into the following three categories: (1) “Under Construction” means the commercial operation date for the project is expected to occur within the next six to twelve months; (2) “Advanced Development” means the project is expected to reach notice to proceed (“NTP”) stage within the next six to twelve months; and (3) “Development” means the project is expected to reach NTP stage in greater than twelve months. The existing development pipeline is broken down as follows:

Stage	Solar PV Projects	BESS Projects
Under Construction	25 MW	60 MW
Advanced Development	138 MW	2 MW
Development	979 MW	100 MW
Total	1,142 MW	162 MW

The statements noted above are “forward looking statements” and there are several risks associated with the development of the project disclosed and the execution of the Company’s development pipeline. The development of any project is subject to receipt of interconnection approval, required permits, successful award of request for proposal processes, execution of contractual agreements and the continued availability of third-party financing arrangements for the Company and the risks associated with the construction of a solar power project. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for solar power, which could result in future projects no longer being economic. Please refer to “Cautionary Note Regarding Forward-Looking Statements” for additional discussion of the assumptions and risk factors associated with the statements in this section.

PROBABLE ACQUISITION

Securities regulations in Canada require that an issuer describe any proposed acquisition by the issuer in a prospectus if the proposed acquisition (a) has progressed to a state where a reasonable person would believe that the likelihood of the issuer completing the acquisition is high and (b) would be a “significant acquisition” for the purposes of Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) if completed as of the date of such prospectus.

The Acquisition is considered a significant probable acquisition under the significance tests set out in Part 8 of NI 51-102 as of the date of this prospectus supplement. There can be no assurance the Acquisition will be completed. See “Risk Factors – Risks Related to the Acquisition”.

Definitive Agreement and Consideration

On March 19, 2024, the Company entered into the Arrangement Agreement with SFF to acquire all of the issued and outstanding SFF Shares that it does not already own for consideration of up to $41.8 million.

Under the terms of the Arrangement Agreement, the Company agreed to issue up to 5,859,567 Common Shares as consideration for the aggregate purchase price of up to $41.8 million, representing $4.50 per SFF Share acquired. The number of Common Shares was determined using a 90-trading day volume weighted average trading price as of the date of the Arrangement Agreement which is equal to $7.14 (the “Agreement Date VWAP”). Through the Acquisition, the Company will acquire SFF’s 70 operating solar power sites, along with its pipeline of BESS and electric vehicle charging stations.

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The consideration for the Acquisition consists of an upfront payment of 3,575,638 Common Shares (valued at $25.53 million) and a contingent payment of up to an additional 2,283,929 Common Shares (valued at $16.31 million) that will be issued in the form of contingent value rights (“CVRs”). The Common Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between SFF, the Ontario Independent Electricity System Operator (“IESO”) and the major suppliers for the SFF BESS portfolio and the binding terms of the 2-debt financing for the BESS portfolio have been agreed (the “CVR Conditions”). On satisfaction of the CVR Conditions, Evans & Evans, Inc. (“Evans & Evans”) will revalue the BESS portfolio, following which the Company has agreed to issue Common Shares in the aggregate value equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by Evans & Evans plus the sale proceeds of any portion of the BESS portfolio that was sold, in either case divided by the Agreement Date VWAP. The maximum number of additional Common Shares issued for the CVRs will be 2,283,929 Common Shares.

The Acquisition will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval at a special meeting scheduled to be held in June 2024 (the “SFF Meeting”) by: (i) 66 2/3% of the votes cast by holders of SFF Shares and 66 2/3% of votes cast by holders of SFF tracking shares (the “SFF Tracking Shares”) present in person or represented by proxy, voting together as a single class; (ii) 66 2/3% of the votes cast by holders of SFF Shares present in person or represented by proxy, voting together as a separate class; and (iii) 66 2/3% of the votes cast by holders of SFF Tracking Shares present in person or represented by proxy, voting together as one separate class.

There are three classes of SFF Tracking Shares. Each class of SFF Tracking Shares is linked to a separate lawsuit where SFF is plaintiff seeking to recover damages for the termination of certain solar power project development contracts. If the lawsuit that is linked to a class of SFF Tracking Shares is successful, the shareholder of such SFF Tracking Shares will have the option to receive its pro-rata share of the net settlement award or to convert such amount into SFF Shares, which assuming the closing of the Acquisition (“Closing”), would instead convert into Common Shares. Under the terms of the Acquisition, SFF shareholders will receive consideration of (i) $25.53 million, representing approximately $2.75 per SFF Share or 0.3845938 of a Common Share for every SFF Share; and (ii) up to $16.31 million in CVRs that may, on satisfaction of the CVR Conditions, be exchanged for Common Shares representing up to approximately $1.75 per SFF Share or up to 0.2456582 of a Common Share for every SFF Share.

Prior to the SFF Meeting, the Company has converted $4.7 million of a receivable that is due from SFF to the Company into 1,052,599 SFF Shares for the purpose of voting such shares in favor of the Acquisition at the SFF Meeting. If the Arrangement Agreement is terminated, then the Company shall have the option to return the SFF Shares to SFF for cancellation and thereafter the receivable shall again be due and owing by SFF to the Company. After conversion of the receivable, the Company holds 1,755,419 SFF Shares of a total of 11,052,599 SFF Shares.

All Common Shares issued in the Acquisition, including Common Shares issued on conversion of the CVRs or SFF Tracking Shares, if any, will be subject to transfer restrictions pursuant to a release schedule as set forth in the table below:

Release Date		Percentage
Closing		0%
6 Months from Closing		5%
12 Months from Closing		5%
18 Months from Closing		5%
24 Months from Closing		5%
27 Months from Closing		20%
30 Months from Closing		20%
33 Months from Closing		20%
36 Months from Closing		20%

Holders of approximately 71% of the issued and outstanding SFF Shares have entered into voting support agreements with the Company and have agreed to vote in favour of the Acquisition at the SFF Meeting.

The Company and SFF have provided representations and warranties customary for a transaction of this nature and SFF has provided customary interim period covenants regarding the operation of its business in the ordinary course. The Arrangement Agreement also provides for customary deal-protection measures, including non-solicitation covenants on the part of SFF and a right to match in favour of the Company. SFF may, under certain circumstances, terminate the Arrangement Agreement in favour of an unsolicited superior proposal, subject to a termination payment by SFF to the Company.

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Upon closing of the Acquisition, Mr. Matthew Wayrynen, the current CEO of SFF, is expected to join the Board and Mr. Olen Aasen is expected to step down from the Board but remain as General Counsel to the Company.

The completion of the Acquisition is subject to certain required approvals and the satisfaction of certain conditions set out in the Arrangement Agreement. Subject to the satisfaction of these conditions, the Company expects that the Acquisition will be completed during the third quarter of 2024. There can be no assurance that the Company will complete the Acquisition. See “Risk Factors – Risks Related to the Acquisition”.

Nature of the Business of Solar-Flow Though

SFF owns 70 operating solar sites located in Ontario with a combined capacity of 28.8 megawatts (“MW”) operating under long term contracts with the Ontario IESO, and owns and is constructing three battery energy storage system projects in Ontario with an aggregate discharge capacity of 14.97 MW and are expected to operate under long term guaranteed capacity contracts from the Ontario IESO. SFF and the Company will have a combined capacity of approximately 47 MW, including the Company’s IPP assets. The Acquisition is expected to add recurring revenue from existing IPP assets of SFF: $9.2 million for SFF calendar year 2023; and $9.4 million for SFF calendar year 2022.

SFF was incorporated on August 11, 2023, under the laws of the Province of British Columbia. On October 23, 2023 (the “SFF Consolidation Date”), SFF underwent the process of consolidating nine limited partnerships (the “Predecessor LPs”) and their respective general partnerships into one corporation.

Expected Effect of the Acquisition on the Company’s Financial Position

The Company does not currently have any plans or proposals for material changes in the business of SFF that may have a significant impact on the financial performance and financial position of the Company, including any proposal to sell, lease or exchange all or substantially all or a substantial part of the business of SFF or to make any material changes to the Company’s business.

Prior Valuations

To the knowledge of the Company, there has not been any valuation opinion obtained within the last 12 months by the Company or SFF required by securities legislation or a Canadian exchange or market to support the consideration to be paid by SFF in connection with the Arrangement.

Parties to the Acquisition

As of the date hereof, and prior to giving effect to the conversion of the receivable, the Company beneficially owns, directly or indirectly, or exercises control or direction over, ‎1,755,419 SFF Shares, representing 15.9% of the issued and outstanding SFF Shares. Accordingly, SFF is considered an associate of the Company.

Financial Statements Disclosure

Attached to this prospectus supplement are the following financial statements: (a) audited combined special purpose financial statements of Solar Flow-Through Limited Partnership for the financial years ended December 31, 2022 and December 31, 2021 (prepared in accordance with IFRS); (b) audited combined consolidated financial statements of SFF from January 1, 2023 to the SFF Consolidation Date and for the year ended December 31, 2022 (prepared in accordance with IFRS); (c) audited consolidated financial statements of SFF from August 11, 2023, the date of incorporation, to December 31, 2023 (prepared in accordance with IFRS); (d) unaudited condensed interim consolidated financial statements of SFF for the three months ended March 31, 2024; and (e) unaudited pro forma consolidated financial statements of the Company that give effect to the Acquisition, consisting of (i) unaudited pro forma consolidated financial statements of financial position as at March 31, 2024; and (ii) unaudited pro forma ‎consolidated statements of income and comprehensive income for the nine months ended March 31, 2024 and the year ended ‎June 30, 2023, in each case, together with the notes thereto and other information required by Part 8 of NI 51-102. The unaudited pro forma consolidated financial statements have been prepared to give effect to the Acquisition during the periods presented, and may not be indicative of either the results that actually would have occurred if the Acquisition was completed during such periods, or of the future financial position or results of operations of the Company.

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RISK FACTORS

Investing in the Offered Shares is speculative and involves a high degree of risk due to the nature of our business and the present ‎stage of its development. Before deciding to invest in the Offered Shares, investors should carefully consider all of the information contained in, and incorporated or deemed to be incorporated by reference in, this prospectus supplement and the prospectus. An investment in the Offered Shares is subject to certain risks, including risks related to the business of the Company, risks related to renewable projects and risks related to the Company’s securities described in this prospectus supplement, the prospectus and the documents incorporated or deemed to be incorporated by reference in the prospectus and herein. SEE THE RISK FACTORS BELOW AND THE “RISK FACTORS” SECTION OF THE PROSPECTUS AND THE DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN AND THEREIN, INCLUDING THE AIF WHICH MAY BE ACCESSED ON THE COMPANY’S SEDAR+ PROFILE AT WWW.SEDARPLUS.CA AND THROUGH EDGAR AT WWW.SEC.GOV. Each of the risks described in these sections and in the documents incorporated by reference herein could materially and adversely ‎affect our business, financial condition, results of operations and prospects, could cause them to differ materially from the estimates ‎described in forward-looking statements relating to the Company, or its business, property or financial results, and could result in a ‎loss of your investment. These risks are not the only risks we face. Additional risks and uncertainties not known to us or that we ‎currently deem immaterial may also impair our business, financial condition, results of operations and prospects‎.

Risks Related to the Offering

No certainty regarding the net proceeds to the Company

There is no certainty that US$15,000,000 will be raised under the Offering. The Agents have agreed to use commercially reasonable efforts to sell, on the Company’s behalf, the Offered Shares designated by the Company, but the Company is not required to request the sale of the maximum amount offered or any amount and, if the Company requests a sale, the Agents are not obligated to purchase any Offered Shares as principal. As a result of the Offering being made on a commercially reasonable efforts basis with no minimum, and only as requested by the Company, the Company may raise substantially less than the maximum total offering amount or nothing at all.

Discretion in the use of proceeds

The Company currently intends to allocate the net proceeds, if any, received from the Offering as described under “Use of Proceeds and Business Objectives and Milestones”; ‎however, the Company will have discretion in the actual application of such net proceeds, and may elect to allocate net proceeds ‎differently from that described under “Use of Proceeds and Business Objectives and Milestones” if determined by the Board to be in the Company’s best interests to do so. ‎Shareholders may not agree with the manner in which the Board and management choose to allocate and spend the net proceeds. ‎The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of our securities, including the market value of the Common Shares, and that may increase our losses. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company’s business‎.

Dilution from future offerings

The Company may sell additional Common Shares or other securities that are convertible or exchangeable into ‎Common Shares in subsequent offerings or may issue additional Common Shares or other securities to finance ‎future acquisitions outside of the Offering. The Company cannot predict the size or nature of future sales or issuances of securities or the ‎effect, if any, that such future sales and issuances will have on the market price of the Common Shares. Sales or ‎issuances of substantial numbers of Common Shares or other securities that are convertible or exchangeable into ‎Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market ‎prices of the Common Shares. With any additional sale or issuance of Common Shares or other securities that are ‎convertible or exchangeable into Common Shares, investors will suffer dilution to their voting power and economic ‎interest in the Company. Furthermore, to the extent holders of the Company’s stock options or other convertible ‎securities convert or exercise their securities and sell the Common Shares they receive, the trading price of the ‎Common Shares on Cboe Canada and/or Nasdaq may decrease due to the additional amount of Common ‎Shares available in the market.‎

S-14

Return on investment not guaranteed / Loss of entire investment

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company‎. There is no guarantee that an investment in the securities described herein will provide any positive return in the short term or long term. An investment in the securities of the Company is speculative and involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment.

At-the-market offering

Investors who purchase Offered Shares in this Offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. The Company will have discretion, subject to market demand, to vary the timing, prices and numbers of Offered Shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their Offered Shares as a result of Common Share sales made at prices lower than the prices they paid.

‎The market price of the Common Shares may be volatile after this Offering

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to ‎numerous factors, many of which are beyond the Company’s control. This volatility may affect the ability of ‎holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the ‎Common Shares may be due to the Company’s operating results failing to meet expectations of securities analysts ‎or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market ‎conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company ‎or its competitors, along with a variety of additional factors, and other risk factors described in this prospectus supplement and the prospectus, including the documents incorporated by reference herein and therein. These broad market fluctuations may adversely ‎affect the market price of the Common Shares.‎

Financial markets historically at times have experienced significant price and volume fluctuations that have ‎particularly affected the market prices of equity securities of companies and that have often been unrelated ‎to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market ‎price of the Common Shares may decline even if the Company’s operating results have not changed. There can be no ‎assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility ‎and market turmoil continue, the Company’s operations could be adversely impacted and the trading price ‎of the Common Shares may be materially adversely affected.‎

Liquidity risk

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public ‎trading markets without a significant reduction in the price of their Common Shares, as applicable, or at all. There ‎can be no assurance that there will be sufficient liquidity of the Common Shares on the trading market, and that the ‎Company will continue to meet the listing requirements of Cboe Canada or the Nasdaq, or otherwise achieve listing on any other ‎public listing exchange. ‎

Forward-looking statements may be inaccurate

Investors are cautioned not to place undue reliance on forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on the risks, assumptions and uncertainties are found in this prospectus supplement and the prospectus under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Caution Regarding Forward-Looking Statements”, respectively.

Difficulty for United States investors to effect service of process on the Company or to obtain judgements in the ‎United States

The Company is incorporated under the laws of the Province of Ontario, most of the Company’s officers and directors are not U.S. ‎residents, and all or a substantial portion of the assets of the Company or the foregoing persons are located outside of the U.S. ‎Consequently, it may be difficult for United States investors to effect service of process within the United States upon us or upon such ‎persons who are not residents of the United States, or to realize in the United States upon judgments of United States courts ‎predicated upon civil liabilities under United States securities laws. A judgment of a United States court predicated solely upon such ‎civil liabilities may be enforceable in Canada by a Canadian court if the United States court in which the judgment was obtained had ‎jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be ‎brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.‎

S-15

Loss of Foreign Private Issuer Status in the Future

The Company may in the future lose its foreign private issuer status if a majority of the Common Shares are owned of record in the United States and the Company fails to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to the Company under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs the Company incurs as a Canadian foreign private issuer eligible to use the MJDS. If the Company is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.

Passive Foreign Investment Company Status

Generally, if for any taxable year, 75% or more of the Company’s gross income is passive income, or at least 50% of the average quarterly value of the Company’s assets are held for the production of, or produce, passive income, the Company would be characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. For purposes of the above calculations, the Company will be treated as if it holds its proportionate share of the assets of, and receive directly its proportionate share of the income of, any other corporation in which it directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income includes, among other things, dividends, interest, certain non-active rents and royalties, net gains from the sale or exchange of property producing such income and net foreign currency gains. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income.

The determination as to whether a non-U.S. corporation is a PFIC is a factual determination made on an annual basis after the close ‎of each taxable year. This determination is based on the application of complex U.S. federal income tax rules, which are subject to ‎differing interpretations, and the determination will depend on, among other things, the composition of the non-U.S. corporation’s ‎income, expenses and assets, as well as the relative value of its assets (which may fluctuate with the non-U.S. corporation’s market ‎capitalization), from time to time and the nature of its activities. Accordingly, there can be no assurance that the Company will not be ‎classified as a PFIC for the current taxable year or for any future taxable year. If the Company is a PFIC for any taxable year during ‎which a U.S. Holder (as defined below under the heading “Certain U.S. Federal Income Tax Considerations”) holds its Common ‎Shares, the Company would continue to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the ‎U.S. Holder makes certain elections, for future years even if the Company ceases to be a PFIC. If the Company is characterized as a ‎PFIC, U.S. Holders of its Common Shares may suffer adverse U.S. federal income tax consequences, including the treatment of all or ‎a portion of any gains realized on the sale of the Company’s Common Shares as ordinary income, rather than as capital gain, the ‎loss of the preferential income tax rate applicable to dividends received on the Company’s Common Shares by individuals who are ‎U.S. Holders, the addition of interest charges to the tax on such gains and certain distributions, and required compliance with certain ‎reporting requirements. A U.S. shareholder of a PFIC generally may mitigate certain of these adverse U.S. federal income tax ‎consequences by making a qualified electing fund (“QEF”) election or a mark-to-market election. There can be no assurances that ‎the Company will provide the information necessary for U.S. Holders to make QEF elections if it is classified as a PFIC.

Prospective U.S. Holders contemplating an investment in the Offered Shares are urged to consult their tax advisors regarding the Company’s status as a PFIC and the U.S. federal income tax consequences that may apply if the Company is determined to be a PFIC in any taxable year.

Risks Related to the Acquisition

The Acquisition may not be completed or may be delayed

The closing of the Acquisition is subject to the receipt of required approvals and the satisfaction of certain conditions. There is no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or, if satisfied when they will be satisfied. There are risks to the Company if the Acquisition is not completed, including the costs to the Company incurred in pursuing the ‎Acquisition, the consequences and opportunity costs of the suspension of strategic pursuits of the Company in accordance ‎with the terms of the Arrangement Agreement and the risks associated with the temporary diversion of the Company’s ‎attention away from the conduct of the Company’s business in the ordinary course. If the Acquisition is not completed as contemplated, the Company could suffer adverse consequences, including: (a) the loss of investor confidence; (b) the market price of the Common Shares may be impacted to the extent that the market price reflects a market assumption that the Acquisition will be completed; (c) certain costs related to the Acquisition, such as legal, accounting and other fees, must be paid by the Company even if the Acquisition is not completed; and (d) the Company may not be successful in finding another business opportunity that is of equal or greater benefit to the Company.

S-16

The Arrangement Agreement may be terminated in certain circumstances

Each of the Company and Solar Flow-Though has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Arrangement Agreement will not be ‎terminated by either party thereto before the completion of the Acquisition. In addition, the completion of ‎the Acquisition is subject to several conditions, certain of which are outside the control of the Company and Solar Flow-Though, including the approval of Solar Flow-Through’s shareholders and a final order being granted by the Supreme Court of British Columbia‎. There is no ‎certainty, nor can the Company provide any assurance that these conditions will be satisfied or waived. If the Arrangement Agreement is terminated and the Acquisition is not completed, the Company could suffer adverse consequences.

Unexpected costs or liabilities related to the Acquisition

Although the Company is conducting due diligence in connection with the proposed Acquisition and SFF has provided a number of representations and warranties under the Arrangement Agreement in favour of the Company in connection with the Acquisition, an unavoidable level of risk remains regarding any undisclosed or unknown liabilities of, or issues concerning, the SFF. In connection with the Acquisition, there may be liabilities that the Company failed to discover or was unable to quantify in the Company’s due diligence which the Company will conduct and the Company may not be indemnified for some or all of these liabilities. In addition, following the closing of the Acquisition, the Company may discover that certain of the representations made by SFF were untrue. The discovery or quantification of any material liabilities could have a material adverse effect on the Company’s business, financial condition or future prospects.

Realization of the anticipated benefits of the Acquisition

The Company believes that the Acquisition will result in a number of benefits. However, there is a risk that some or all of the expected benefits of the Acquisition may fail to materialize, may cost more to achieve or may not occur within the time periods the Company anticipates. The realization of such benefits may be affected by a number of factors, many of which are beyond the Company’s control.

Risks related to the integration of the businesses of the Company and Solar Flow-Though ‎

The ability to realize the benefits of the Acquisition will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner. This integration will require the dedication of substantial management effort, time and resources which may divert focus ‎and resources from other strategic opportunities of the Company following completion of the Acquisition, and from ‎operational matters during this process which may have an adverse effect on the profitability, results of ‎operations and financial condition of the Company following completion of the Acquisition. ‎If the Company is unable to successfully combine and integrate SFF’s business with its own businesses in an efficient and effective manner, the anticipated benefits of the Acquisition may not be realized fully, or at all, or it may take longer to realize them and at a significantly greater cost than expected. An inability to realize the full extent of the anticipated benefits of the Acquisition, as well as any delays encountered in the integration process, could have a material adverse effect on the revenues, level of expenses and operating results of the Company.

Dilution

If the Acquisition is completed, and subject to the terms of the Arrangement Agreement, the holders of SFF Shares will be issued 3,575,638 Common Shares and a contingent payment of up to an additional 2,283,929 Common Shares that will be issued in the form of CVRs. The issuance of these Common Shares, and the sale of Common Shares in the public market from time to time, including in connection with the Offering, could depress the market price for Common Shares.

S-17

Diversion of management’s attention

The proposed Acquisition could cause the attention of the Company’s management to be diverted from the day-to-day operations of the business. These disruptions could be exacerbated by a delay in the completion of the Acquisition and could have an adverse effect on the business, operating results or prospects of the Company.

CONSOLIDATED CAPITALIZATION

Except as described in the Interim Financial Statements and as outlined under “Prior Sales”, there have been no material changes in ‎the share and loan capital of the Company, on a consolidated basis, since March 31, 2024. As a result of the Offering, the ‎shareholder’s equity of the Company will increase by the amount of the net proceeds of the Offering and the number of issued and ‎outstanding Common Shares will increase by the number of Offered Shares actually distributed under the Offering. ‎

USE OF PROCEEDS AND BUSINESS OBJECTIVES AND MILESTONES

The net proceeds from the Offering, if any, are not determinable in light of the nature of the distribution. Sales of Offered Shares, if any, will be made in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, and an “at-the-market offering” as defined in Rule 415 under the U.S. Securities Act, involving sales made directly on Cboe Canada, Nasdaq or on any other trading market for the Common Shares in Canada or the United States. Any proceeds that the Company receives will depend on the number of Offered Shares actually sold and the offering price of such ‎Offered Shares‎. The net proceeds to the Company of any given distribution of Offered Shares through the Agents in an “at-the-market distribution” under the Distribution Agreement will represent the gross proceeds of the Offering, after deducting the Commission, any transaction or filing fees imposed by any governmental, regulatory, or self-regulatory organization in connection with any such ‎sales of Offered Shares and the expenses of the Offering, including the expenses of the Agents, as provided in the Distribution Agreement. The gross proceeds of the Offering will be up to US$15,000,000 (or the equivalent in Canadian dollars, determined using the daily exchange rate posted by the Bank of Canada on ‎the date the Offered Shares are ‎sold). The Agents will receive the Commission of 2% of the gross proceeds from the sale of the Offered Shares. Any Commission paid to the Agents will be paid out of the proceeds from the sale of Offered Shares. There is no minimum amount of funds that must be raised under the Offering. This means that the Offering may terminate after raising only a portion of the Offering amount set out above, or none at all. See “Plan of Distribution”.

The Company intends to use the net proceeds from the Offering, if any, to advance the Company’s business objectives and for general corporate purposes (discussed further below), including funding ongoing operations or working capital requirements, repaying indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions.

The Company focuses on grid connected solar PV electricity power plants, BESS and EV-Charging stations. With its full in-house development, engineering and construction expertise, the Company’s capabilities span the value chain from development, EPC, financing, and operating as an Independent Power Producer. Under the heading “Description and General Development of the Business – Operations Process” in the AIF, the Company described the five phases of its business model:

●	Phase 1 – Site Origination to Bankable Lease
●	Phase 2 – Development to Notice to Proceed
●	Phase 3 – Financing
●	Phase 4 – Delivery: Engineering, Procurement and Construction to Commercial Operations Date/Permission to Operate
●	Phase 5 – Operations and Management, Subscriber Management and Asset Management

In order to continue to grow as an Independent Power Producer, the Company would need to make an adjustment in Phase 3. Instead of bringing in a project sponsor to finance and own the relevant project, the Company would be the sponsor by financing the project itself and retaining ownership. The process and costs associated with project ownership are the same as the Company’s existing business model, except for the requirement to fund the development costs. As a result, the Company needs additional capital to cover the equity portion of project development costs. Absent additional capital, the Company will continue with its “develop to sell” strategy and take smaller ownership interests in smaller projects. The ability to access financing through this prospectus supplement will allow the Company to retain a larger ownership in larger projects and accelerate its development pipeline. The Company has not identified any specific projects that financing from this prospectus supplement would be allocated towards for project ownership purposes or accelerated development and any determination is subject to the availability and amount of any future financing.

S-18

In order to advance the business objectives of project ownership or acceleration of the development pipeline, the Company would use funds raised from the Offering for project development costs including:

●	completion of design and submission of zoning and interconnection documents;
●	interconnection studies;
●	engineering and permitting;
●	interconnection deposits;
●	procurement bid application fees;
●	lease payments on the project sites;
●	contractor costs; and
●	equipment purchases including orders of solar panels, inverters, racking, and transformers necessary for the projects.

Up to 25% of the proceeds raised from this prospectus supplement may be allocated to general and administrative costs including contractor costs, professional fees, rent, travel and conference, insurance, investor relations and marketing, and general office expenses.

Until applied, some or all of the net proceeds of the Offering, if any, may be held as cash balances in the Company’s bank account or invested at the ‎discretion of the Company, including in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof or the Government of the United States or any state thereof.

Although the Company intends to expend the net proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be prudent or necessary, and may vary materially from that set forth above. In addition, management of the Company will have broad discretion with respect to the actual use of the net proceeds from the Offering. See “Risk Factors”.

PLAN OF DISTRIBUTION

The Company has entered into the Distribution Agreement with the Agents under which the Company may issue and sell from time to time Offered Shares having an aggregate sale price of up to US$15,000,000 (or the equivalent in Canadian dollars, determined using the daily exchange rate posted by the Bank of Canada on ‎the date the Offered Shares are ‎sold) in each of the provinces of Canada and in the United States pursuant to placement notices delivered by the Company to the Agent from time to time in accordance with the terms of the Distribution Agreement. Sales of Offered Shares, if any, will be made in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102 and an “at-the-market offering” as defined in Rule 415 under the U.S. Securities Act, including sales made directly on Cboe Canada, Nasdaq or on any other trading market for the Common Shares in Canada or the United States. Subject to the pricing parameters in a placement notice, the Offered Shares will be distributed at the market prices prevailing at the time of the sale. As a result, prices may vary as between purchasers and during the period of distribution. The Company cannot predict the number of Offered Shares that it may sell under the Distribution Agreement on the Cboe Canada, Nasdaq or on any other trading market for the Common Shares in Canada or the United States, or if any Offered Shares will be sold.

The Agents will offer the Offered Shares subject to the terms and conditions of the Distribution Agreement from time to time as agreed upon by the Company and the Agent or U.S. Agent, as applicable. The Company will designate the maximum amount of Offered Shares to be sold pursuant to any single placement notice to the Agent or U.S. Agent, as applicable. Subject to the terms and conditions of the Distribution Agreement, the Agents will use their commercially reasonable efforts to sell, on the Company’s behalf, all of the Offered Shares requested to be sold by the Company. The Company may instruct the Agent or U.S. Agent, as applicable, not to sell Offered Shares if the sales cannot be effected at or above the price designated by the Company in a particular placement notice. Any placement notice delivered to the Agent or U.S. Agent, as applicable, shall be effective upon delivery unless and until (i) the Agent or U.S. Agent, as applicable, declines to accept the terms contained in the placement notice or the Agent or U.S. Agent, as applicable, does not promptly confirm the acceptability of such placement notice, (ii) the entire amount of Offered Shares under the placement notice are sold, (iii) the Company suspends or terminates the placement notice in accordance with the terms of the Distribution Agreement, (iv) the Company issues a subsequent placement notice with parameters superseding those of the earlier placement notice, or (v) the Distribution Agreement is terminated in accordance with its terms. The Agents will not be required to purchase Offered Shares on a principal basis pursuant to the Distribution Agreement.

Either the Company or the Agents may suspend the Offering upon proper notice to the other party. The Company and the Agents each have the right, by giving written notice as specified in the Distribution Agreement, to terminate the Distribution Agreement in each party’s sole discretion at any time.

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The Company will pay the Agents the Commission for their services in acting as agents in connection with the sale of Offered Shares pursuant to the Distribution Agreement. The amount of the Commission will be 2% of the gross sales price per Offered Share sold, provided however, that the Company shall not be obligated to pay the Agents any Commission on any sale of Offered Shares that it is not possible to settle due to (i) a suspension or material limitation in trading in securities generally on Cboe Canada or the Nasdaq, as applicable, (ii) a material disruption in securities settlement or clearance services in Canada or the United States, as applicable, or (iii) failure by the Agent or U.S. Agent, as applicable, to comply with its obligations under the terms of the Distribution Agreement. The sales proceeds remaining after payment of the Commission and after deducting any expenses payable by the Company, including the expenses of the Agents as provided in the Distribution Agreement and any transaction or filing fees imposed by any governmental, regulatory, or self-regulatory organization in connection with the sales, will equal the net proceeds to the Company from the sale of any such Offered Shares.

The Agent or U.S. Agent, as applicable, will provide written confirmation to the Company following close of trading on the trading day on which the Agent or U.S. Agent, as applicable, has made sales of the Offered Shares under the Distribution Agreement setting forth (i) the number of Offered Shares sold on such day (including the number of Offered Shares sold on the Cboe Canada, Nasdaq or on any other trading market for the Common Shares in Canada or the United States), (ii) the average price of the Offered Shares sold on such day (including the average price of Offered Shares sold on the Cboe Canada, Nasdaq or on any other trading market for the Common Shares in Canada or the United States), (iii) the gross proceeds, (iv) the commission payable by the Company to the Agent or U.S. Agent, as applicable, with respect to such sales, and (v) the net proceeds payable to the Company.

The Company will disclose the number and average price of the Offered Shares sold under this prospectus supplement, as well as the gross proceeds, Commission and net proceeds from sales hereunder in the Company’s annual and interim financial statements and related management’s discussion and analysis and annual information forms, filed on www.sedarplus.ca, for any quarters or annual periods in which sales of Offered Shares occur.

Settlement for sales of Offered Shares will occur, unless the parties agree otherwise, on the second trading day on the applicable exchange following the date on which any sales were made in return for payment of the gross proceeds (less the Commission and any expenses of the Agents payable under the Distribution Agreement) to the Company. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of Offered Shares through Cboe Canada or another Canadian marketplace will be settled through the facilities of CDS or by such other means as the Company and the Agent may agree and sales of Offered Shares in through the Nasdaq or another United States marketplace will be settled through the facilities of DTC ‎or by such other means as the Company and ‎the U.S. Agent may agree upon.

The Agents will only sell Offered Shares on marketplaces in Canada and the United States.

In connection with the sales of the Offered Shares on our behalf, the U.S. Agent may be deemed to be an “underwriter” within the meaning of the U.S. Securities Act, and the compensation paid to the U.S. Agent may be deemed to be underwriting commissions or discounts. The Company has agreed in the Distribution Agreement to provide indemnification and contribution to the Agents against certain liabilities, including liabilities under the U.S. Securities Act and Canadian securities laws. In addition, the Company has agreed to pay the reasonable expenses of the Agents in connection with the Offering, pursuant to the terms of the Distribution Agreement.

The Agents, and any person or company acting jointly or in concert with the Agents, may not, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the price of the securities or securities of the same class as the securities distributed under this prospectus supplement, including selling an aggregate number or principal amount of securities that would result in the Agents creating an over-allocation position in the securities.

The Agents and their affiliates have provided, and may in the future provide, various investment banking, commercial banking, fiduciary and advisory services for us from time to time for which they have received, and may in the future receive, customary fees and expenses. The Agents and their affiliates may, from time to time, engage in other transactions with and perform services for us in the ordinary course of their business. To the extent required by Regulation M under the U.S. Exchange Act, the U.S. Agent will not engage in any market making activities involving the Common Shares while the Offering is ongoing under this prospectus supplement. The total expenses related to the commencement of the Offering to be paid by the Company, excluding the Commission payable to the Agents and the expenses of the Agents to be reimbursed by the Company under the Distribution Agreement, are estimated to be approximately $300,000.

Pursuant to the Distribution Agreement, the Company has the right to terminate the Distribution Agreement in its sole discretion at any time by giving written notice, and the Agents have the right to terminate their obligations under the Distribution Agreement in their sole discretion at any time by giving written notice. In addition, the Distribution Agreement shall automatically terminate upon the issuance and sale of all of the Offered Shares on the terms and subject to the conditions set forth in the Distribution Agreement.

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The Common Shares are listed on Cboe Canada and on the Nasdaq. The Company has provided notice to Cboe Canada to list the Offered Shares for trading on Cboe Canada and has submitted a notification of listing to list the Offered Shares on Nasdaq. Listing will be subject to the Company fulfilling all of the listing requirements of Cboe Canada and Nasdaq, respectively.

DESCRIPTION OF SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares. As of May 22, 2024, there were 27,191,075 Common Shares issued and outstanding.

In addition, as of the date of this prospectus supplement, there are: 2,766,500 Common Shares issuable upon the exercise of outstanding stock options, each with an exercise price of $0.75 per Common Share; 265,000 Common Shares issuable upon the conversion of outstanding restricted share units; and 7,873,000 Common Shares issuable upon the exercise of outstanding warrants. In addition, if the Acquisition is completed, and subject to the terms of the Arrangement Agreement, the holders of SFF Shares will be issued 3,575,638 Common Shares and a contingent payment of up to an additional 2,283,929 Common Shares that will be issued in the form of CVRs.

All of the issued and outstanding Common Shares have been fully paid for and none are subject to any future call or assessment. Holders of Common Shares are entitled to receive notice of, and to attend and vote at, all meetings of the shareholders of the Company and to receive all notices and other documents required to be sent to share holders in accordance with the Company’s articles, corporate law and the rules of any applicable stock exchange. On a poll, every shareholder has one vote for each Common Share held. The holders of Common Shares are entitled to dividends if, as and when declared by the board of directors of the Company and, upon the liquidation, dissolution or winding-up of its affairs or other distribution of its assets for the purpose of winding-up its affairs, to receive, on a pro rata basis, all of the remaining assets of the Company. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking fund or purchase fund provisions.

PRIOR SALES

During the 12-month period before the date of this prospectus supplement, the Company has issued the following Common Shares and securities convertible into Common Shares.

Date of Issuance	Type of Security	Number of Securities		Issue / Exercise / Conversion Price
2023-09-20	Common Shares		55,000	$	0.75
2023-09-27	Common Shares		2,200	$	10.002
2023-11-01	Common Shares		185,917	$	7.70
2023-11-01	Common Shares		92,958	$	7.70
2024-04-15	Common Shares		55,000	$	0.75

TRADING PRICE AND VOLUME

The Common Shares are currently listed and posted for trading on Cboe Canada under the trading symbol “SUNN” and on the Nasdaq under the trading symbol “SUUN”. The following tables set for the high and low and monthly trading volumes of the Common Shares for the 12-month period prior to the date of this prospectus supplement.

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Canadian Exchange (Cboe Canada and Canadian Securities Exchange)
Month	High ($)		Low ($)		Trading Volume
May 1 – 22, 2024	$	8.75	$	7.75		199,314
April 2024	$	8.50	$	6.70		314,473
March 2024	$	7.15	$	5.90		55,327
February 2024	$	8.20	$	6.50		71,998
January 2024	$	8.88	$	6.35		201,300
December 2023	$	6.94	$	6.05		87,600
November 2023	$	7.55	$	6.10		143,000
October 2023	$	9.40	$	7.35		254,100
September 2023	$	10.20	$	6.90		605,816
August 2023	$	8.28	$	5.91		116,000
July 2023	$	8.77	$	6.26		146,200
June 2023	$	9.25	$	6.60		430,500
May 2023	$	7.27	$	6.02		162,200

Note:

(1) Source: Yahoo! Finance and The Globe and Mail.

On May 22, 2024, the last trading day prior to the date of this prospectus supplement, the closing price of the Common Shares on Cboe Canada was $8.30.

Nasdaq
Month	High (US$)		Low (US$)		Trading Volume
May 1 – 22, 2024	$	6.87	$	5.59		652,075
April 8 – 30, 2024	$	7.50	$	4.83		1,031,700

Note:

(1) Source: Yahoo! Finance.

(2) The Common Shares commenced trading on the Nasdaq on April 8, 2024.

On May 22, 2024, the last trading day prior to the date of this prospectus supplement, the closing price of the Common Shares on the Nasdaq was US$6.19.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of DLA Piper (Canada) LLP, Canadian counsel to the Company, and MLT Aikins LLP, Canadian counsel to the ‎Agent, ‎the following is, as of the date hereof, a general summary of the principal ‎Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (the ‎‎”Tax Act‎‎”)‎ generally applicable to a ‎holder who acquires the Offered Shares as beneficial owner pursuant to the Offering and who, at all relevant ‎times, for purposes of the Tax Act, deals at arm’s length with the Company and the Agent, is not ‎affiliated with the Company or the Agent, and will acquire and hold such Offered Shares as capital ‎property (each, a ‎‎”Holder‎‎”), all within the meaning of the Tax Act. Offered Shares will generally be considered ‎to be capital property to a Holder unless the Holder acquires, holds or uses the Offered Shares or is deemed to acquire, hold or use ‎the Offered Shares in the course of carrying on a business of trading or dealing in securities or has acquired ‎them or been deemed to have acquired them in one or more transactions considered to be an adventure or concern in the ‎nature of trade.‎

This summary does not apply to a Holder (a) that is a ‎‎”financial institution‎‎” (as defined in the Tax Act) for purposes of the ‎‎”mark-‎to-market property‎‎” rules in ‎the Tax Act, (b) an interest in which is or would constitute a ‎‎”tax shelter ‎investment‎‎” (as defined in the Tax Act), (c) that is a ‎‎‎”specified financial institution‎‎” (as defined in the Tax Act), ‎‎(d) that has elected to report its ‎‎”Canadian tax results‎‎” for purposes of the ‎Tax Act in a currency other than Canadian ‎currency, (e) that is exempt from tax under the Tax Act, (f) that has entered into, or will ‎enter into, a ‎‎”synthetic ‎disposition arrangement‎‎” or a ‎‎”derivative forward agreement‎‎” (as those terms are defined in the Tax Act) with ‎‎respect to the Offered Shares‎, ‎(g) that receives dividends on Common Shares under or as part of a “dividend rental arrangement” (as ‎‎defined in the Tax Act), or (h) that is a corporation resident in Canada (for purposes of the Tax Act) or a corporation that does not deal ‎at arm’s length (for purposes of the Tax Act) with a corporation resident in Canada, and that is or becomes as part of a transaction or ‎event or series of transactions or events that includes the acquisition of the Common Shares, controlled by a non-resident person, or ‎group of non-resident persons not dealing with each other at arm’s length, for the purposes of the foreign affiliate dumping rules in ‎section 212.3 of the Tax Act. Any such Holders should consult their own tax advisors to determine the particular Canadian federal ‎income tax consequences to them of acquiring Offered Shares pursuant to the Offering. ‎

S-22

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in ‎connection with the acquisition of Offered Shares‎.

This summary is based on the facts set out in this prospectus supplement, the current provisions of the Tax Act in force as of ‎the date hereof, ‎specific proposals to amend the Tax Act which have ‎been announced by or on behalf the Minister of Finance ‎‎(Canada) prior to the date hereof (the “Tax Proposals‎‎”), and counsel’s ‎understanding of the current published administrative policies and assessing ‎practices of the Canada Revenue ‎Agency (the “CRA‎‎”). This summary assumes that the Tax Proposals will be enacted in the form ‎proposed and ‎does not take into account or anticipate any other changes in law or in the administrative policies or assessing practices ‎of the CRA, whether by way of judicial, legislative or ‎governmental decision or action, nor does it take into account provincial, ‎territorial or foreign income tax ‎legislation or considerations, which may differ from the Canadian federal income tax considerations ‎discussed ‎herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that ‎legislative, judicial or ‎administrative changes will not modify or change the statements expressed herein.‎

This summary is not exhaustive of all possible Canadian federal income tax considerations ‎applicable to an investment in ‎Offered Shares. This summary is of a general nature only and is not ‎intended to be, nor should it be construed to be, legal or ‎income tax advice to any particular Holder. ‎The tax consequences of acquiring, holding and disposing of Offered Shares will ‎vary according to the Holder’s particular circumstances. Holders should consult their own income tax advisors with respect to ‎the tax consequences applicable to ‎them based on their own particular circumstances.‎

Residents of Canada

This portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and any applicable tax treaty or ‎convention, ‎is resident or deemed to be resident in Canada at all relevant times (a ‎‎”Resident Holder‎‎”). Certain Resident ‎Holders ‎whose Offered Shares might not otherwise qualify as capital property may be entitled to make an ‎irrevocable election pursuant to ‎subsection 39(4) of the Tax Act to have the Offered Shares, and every other ‎‎‎‎”Canadian security‎‎” (as defined by the Tax Act) owned ‎by such Resident Holder in the taxation year of the ‎election and in all subsequent taxation years, deemed to be capital property. ‎Resident Holders should consult ‎their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is ‎available or ‎advisable in their particular circumstances.‎

Taxation of Dividends

Dividends received or deemed to be received on the Offered Shares will be included in computing a ‎‎Resident Holder’s income.‎ In the ‎case of a Resident Holder that is an individual (including certain trusts), ‎dividends (including deemed dividends) received on the ‎Offered Shares will be included in the Resident ‎Holder’s income and be subject to the gross-up and dividend tax credit rules normally ‎applicable to taxable dividends ‎received by an individual from “taxable Canadian corporations”, as defined in the Tax Act, including ‎the enhanced gross-up and dividend ‎tax credit for ‎‎”eligible dividends‎‎” properly designated as such by the Company. There may be ‎limitations on the ‎Company’s ability to designate any particular dividend as an ‎‎”eligible dividend” and the Company has made no commitments in this regard.‎

Dividends received by a Resident Holder who is an individual (including certain trusts) may result in ‎such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals ‎should consult their own tax advisors in this regard.‎

In the case of a Resident Holder that is a corporation, dividends (including deemed dividends) ‎received on the Offered Shares will be included in the Resident Holder’s income but will normally be ‎deductible in computing such Resident Holder’s taxable income, subject to all of the rules and restrictions under the Tax Act in that regard. In certain circumstances, subsection 55(2) of ‎the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of ‎disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors ‎having regard to their own circumstances.‎

A Resident Holder that is a ‎‎”private corporation‎‎” or ‎‎”subject corporation‎‎” (as those terms are defined in ‎the Tax Act) may be liable to pay an additional tax ‎(refundable under certain circumstances‎) under Part IV of the Tax Act on dividends received or ‎deemed to be received on the Offered Shares to the extent that such dividends are deductible in computing the ‎Resident Holder’s taxable income for the year.‎ A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or ‎indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts). ‎

S-23

Disposition of Offered Shares

A Resident Holder who disposes of, or is deemed to have disposed of, an Offered Share (other than to ‎the Company, unless purchased by the Company in the open market in the manner in which shares are normally ‎purchased by any member of the public in the open market) will realize a capital gain (or incur a capital loss) ‎equal to the amount by which the proceeds of disposition in respect of the Offered Share exceed (or are ‎exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Offered Share immediately ‎before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making ‎the disposition. The adjusted cost base to a Resident Holder of an Offered Share will be determined by ‎averaging the cost of that Offered Share with the adjusted cost base of all other Common Shares held as capital property at that time, if any, by the ‎Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under ‎the subheading ‎‎”Residents of Canada - Taxation of Capital Gains and Capital Losses‎‎”.‎

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a ‎‎”taxable capital gain‎‎”) realized by a Resident Holder must ‎be included in the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to ‎and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder ‎‎(an ‎‎”allowable capital loss‎‎”) must be deducted from taxable capital gains realized by the Resident Holder in ‎the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for ‎the taxation year of disposition generally may be carried back and deducted in any of the three preceding taxation ‎years or carried forward and deducted in any subsequent year against net taxable capital gains realized in such ‎years (but not against other income), in the circumstances and to the extent provided in the Tax Act.‎

For capital gains realized on or after June 25, 2024, Tax Proposals in the Federal Budget released on ‎April 16, 2024 (the “2024 ‎Budget Proposals”) would generally increase the capital gains inclusion rate ‎from one-half to two-thirds for corporations and trusts, ‎and from one-half to two-thirds for individuals on ‎the portion of capital gains realized, including capital gains realized indirectly ‎through a trust or ‎partnership, in a taxation year that exceed $250,000. Under the 2024 Budget Proposals, two-thirds of ‎capital losses realized prior to 2024 will be ‎deductible against capital gains included in income at the ‎two-thirds inclusion rate such that a capital loss will offset an equivalent ‎capital gain regardless of the ‎inclusion rate. The 2024 Budget Proposals do not include comprehensive rules (including draft ‎‎legislation) implementing these changes and state that additional details related to the change of the ‎capital gains inclusion rate are ‎forthcoming. Holders who may be subject to the increased ‎inclusion rate for capital gains as a result of the 2024 Budget Proposals ‎should consult their ‎own tax advisors.‎

A capital loss realized on the disposition of an Offered Share by a Resident Holder that is a corporation ‎may in certain circumstances ‎be reduced by the amount of dividends which have been previously received or ‎deemed to have been received by the Resident ‎Holder on the Offered Share (or a share substituted for such Offered Share). Similar rules may apply where a ‎corporation is, directly ‎or indirectly through a trust or partnership, a member of a partnership or a beneficiary of ‎a trust that owns Offered Shares. Resident ‎Holders to whom these rules may be relevant are urged to consult ‎their own tax advisors.‎

A Resident Holder that is throughout the relevant taxation year a ‎‎”Canadian-controlled private ‎corporation‎‎” (as defined in the Tax ‎Act) may be liable to pay an additional refundable tax on its ‎‎”aggregate ‎investment income‎‎” (as defined in the Tax Act) for the year, ‎which is defined to include an amount in respect of ‎taxable capital gains.‎ Tax Proposals released on August 9, 2022, are intended to ‎extend this additional tax and refund mechanism in respect of “aggregate investment income” to “substantive CCPCs” as defined in ‎such Tax Proposals. Resident Holders are advised to consult their own tax advisors regarding the possible implications of these Tax ‎Proposals in their particular circumstances.

Capital gains realized by a Resident Holder who is an individual (including certain trusts) may result in ‎such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals ‎should consult their own tax advisors in this regard.‎

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax ‎Act and any applicable tax ‎treaty or convention and at all relevant times, is neither resident nor deemed to be resident in Canada and does not acquire, use or ‎hold, ‎and will not be deemed to acquire, use or hold, Offered Shares in the course of carrying on, or otherwise in connection with, a ‎business in Canada ‎(a ‎‎”Non-‎Resident Holder‎‎”).‎

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Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder ‎that is an insurer that is carrying on an insurance business in Canada and elsewhere or that is an “authorized foreign bank” ‎‎(as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.‎

Taxation of Dividends

Dividends paid or credited, or deemed to be paid or ‎credited, to a Non-Resident Holder on the Offered Shares will be subject to Canadian withholding tax under the ‎Tax Act at the rate of 25% of the gross amount of the dividend ‎unless reduced by the terms of an applicable tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident.‎ For example, under the Canada-United States Tax ‎Convention (1980) as amended (the “Treaty”), the rate of withholding ‎tax on dividends paid or credited to a ‎Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is the ‎beneficial owner of the ‎dividends, and is entitled to full benefits under the Treaty (a “U.S. Holder”) is generally reduced ‎to 15% of ‎the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at ‎‎least 10% of the Company’s voting shares). Non-Resident Holders should consult their own tax advisors in ‎this regard.‎

Disposition of Offered 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 or deemed disposition of Offered Shares, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Offered Shares constitute ‎‎‎‎”taxable Canadian property‎‎” (as defined in the Tax Act) of the Non-Resident Holder at the time of the ‎disposition and the Non-Resident Holder is not entitled to an exemption pursuant to the terms of an applicable tax treaty or ‎convention‎ between Canada and the country in which the Non-Resident Holder is resident.‎

Provided the Offered Shares are listed on a ‎‎”designated stock exchange‎‎” (as defined in the Tax Act) ‎‎(which currently includes Cboe Canada and Nasdaq) at the time of the disposition, the Offered Shares will not constitute taxable ‎Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period ‎immediately preceding the disposition the following two conditions are met concurrently: (a) the Non-Resident ‎Holder, persons with whom the Non-Resident Holder does not deal at arm’s length, partnerships whose ‎members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder or ‎persons who do not deal at arm’s length with the Non-Resident Holder, or any combination of them, owned ‎‎25% or more of the issued shares of any class or series of shares of the capital stock of the Company; and (b) ‎more than 50% of the fair market value of the Offered Shares was derived directly or indirectly from one or any ‎combination of real or immovable property situated in Canada, ‎‎”Canadian resource properties‎‎” (as defined in the Tax Act), ‎‎”timber ‎resource properties‎‎” (as defined in the Tax Act), and options in respect of or interests in, or for civil law ‎rights in, any such property (whether or not such property exists).‎

Notwithstanding the foregoing, an Offered Share may otherwise be deemed to be taxable Canadian ‎property to a Non-Resident Holder for purposes of the Tax Act in particular circumstances.‎

If Offered Shares are taxable Canadian property (or deemed to be taxable Canadian property) of a Non-‎Resident Holder and the Non-Resident Holder is not entitled to an exemption pursuant to the terms of an applicable tax treaty or ‎convention‎, the consequences above under ‎‎”Residents of Canada — Disposition of Offered Shares‎‎” and ‎‎‎‎”Residents of Canada — Taxation of Capital Gains and Capital Losses‎‎” will generally apply.‎

Non-Resident Holders whose Offered Shares are taxable Canadian property should consult their ‎own advisors.‎

CERTAIN U.S. FEDERAL INCOME TAX ‎CONSIDERATIONS

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined ‎below) arising from and relating to the acquisition, ownership, and disposition of Offered Shares, that was prepared by Hodgson Russ ‎LLP, counsel to the Company with respect to U.S. federal income tax matters. ‎

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This summary 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 arising from and relating to the acquisition, ownership, and ‎disposition of Offered Shares. In addition, this summary 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 such U.S. Holder, including, without limitation, ‎specific tax consequences to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary 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. Holder. Except as set forth below, this ‎summary does not address the U.S. federal net investment income. U.S. federal alternative minimum. U.S. federal estate and gift. U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Offered Shares, nor ‎any applicable tax reporting requirements. Each prospective U.S. Holder should consult their own tax advisors regarding the U.S. federal. U.S. federal net investment income. U.S. federal alternative minimum. U.S. federal estate and gift. U.S. state and local. and non-U.S. tax consequences and tax reporting requirements relating to the acquisition. ownership. and disposition of Offered Shares. ‎

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be ‎obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Offered Shares. This ‎summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from. and contrary to, the ‎positions taken in this summary. In addition, because the authorities on which this summary are based are subject to various ‎interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.‎

Scope of this Summary

Authorities ‎

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Treasury Regulations (whether final, ‎temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Treaty, and U.S. court ‎decisions that are applicable, and, in each case, as in effect and available, as of the date of this prospectus supplement. Any of the ‎authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be ‎applied retroactively or prospectively. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed ‎legislation that, if enacted, could be applied on a retroactive or prospective basis. ‎

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of Offered Shares that is for U.S. federal income tax ‎purposes: ‎

	●	an individual who is a citizen or resident of the United States; ‎
	●	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the ‎United States, any state thereof or the District of Columbia. ‎
	●	an estate whose income is subject to U.S. federal income taxation regardless of its source; or
	●	a trust that (1) is subject to the primary supervision of a court within the United States and is under the control of one or more ‎U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to ‎be treated as a U.S. person. ‎

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Offered Shares that is not a U.S. Holder. This summary ‎does not address the U.S. federal income tax consequences applicable to non-U.S. Holders. Accordingly, a non-U.S. Holder should ‎consult its own tax advisor regarding the tax consequences (including the potential application of and operation of any income tax ‎treaties) related to the acquisition, ownership and disposition of Offered Shares. ‎

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special ‎provisions under the Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, ‎individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate ‎investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to ‎apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own Offered Shares as part of ‎a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) ‎acquire Offered Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold ‎Offered Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment ‎purposes); (h) are required to accelerate the recognition of any item of gross income with respect to Offered Shares as a result of such ‎income being recognized on an applicable financial statement; or (i) own, have owned or will own (directly, indirectly, or by attribution) ‎‎10% or more of the total combined voting power or value of the outstanding shares of the Company. ‎

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This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates ‎or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for ‎purposes of the Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold the Offered Shares in ‎connection with carrying on a business in Canada; (d) persons whose Offered Shares constitute “taxable Canadian property” under the Tax ‎Act or (e) persons that have a permanent establishment in Canada for the purposes of the Treaty and that use or hold Offered Shares in ‎connection with such permanent establishment. ‎

U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately ‎above, should consult their own tax advisors regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative ‎minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and ‎disposition of Offered Shares. ‎

If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds ‎Offered Shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will ‎depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to ‎any such partner (or owner). Partners (or other owners) of entities or arrangements that are classified as partnerships or as “pass-through” ‎entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences ‎arising from and relating to the acquisition, ownership, and disposition of Offered Shares. ‎

In addition, this summary assumes that the Company is not a “controlled foreign corporation” for U.S. federal income tax purposes.‎

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE U.S. ‎HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. ‎FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, AND NON-‎U.S. TAX CONSEQUENCES AND REPORTING REQUIREMENTS TO THEM OF THE PURCHASE, OWNERSHIP AND ‎DISPOSITION OF OFFERED SHARES. ‎

Ownership and Disposition of Offered Shares (Assuming the Company is not a PFIC)‎

The following discussion is subject in its entirety to the rules described below under the heading “Passive Foreign Investment ‎Company Rules”. ‎

Distributions on Offered Shares ‎

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to an Offered 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 the Company, as computed for U.S. federal income tax ‎purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, 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 Offered Shares and thereafter as gain ‎from the sale or exchange of such Offered Shares (see “Sale or Other Taxable Disposition of Offered Shares” below). However, the ‎Company may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each ‎U.S. Holder may have to assume that any distribution by the Company with respect to the Offered Shares will constitute dividend ‎income. Dividends received on Offered Shares by corporate U.S. Holders generally will not be eligible for the “dividends received ‎deduction”. Subject to applicable limitations and provided the Company is eligible for the benefits of the Treaty or the Offered Shares are ‎readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Holders, including ‎individuals, generally will be eligible for the preferential tax rates applicable to qualified dividends, provided certain holding period and ‎other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding ‎tax year. ‎

For U.S. federal income tax purposes, U.S. Holders will be treated as having received the amount of any Canadian taxes withheld by the ‎Company, and as then having paid over the withheld taxes to the Canadian taxing authorities. As a result of this rule, the amount of ‎dividend income included in gross income for U.S. federal income tax purposes by a U.S. Holder with respect to a payment of dividends ‎may be greater than the amount of cash actually received (or receivable) by the U.S. Holder from the Company with respect to the ‎payment. ‎

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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 Offered Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Offered 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 ‎Offered 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 Offered Shares are held for more than one year. If the ‎consideration a U.S. Holder receives for the Offered Shares is not paid in U.S. dollars, the amount realized will be determined using the ‎rules described under “Additional Considerations — Use of Foreign Currency to Acquire Offered Shares or Receipt of Foreign ‎Currency”. A U.S. Holder’s tax basis in its Offered Shares generally will equal the U.S. dollar cost of such Offered Shares. If a U.S. ‎Holder uses foreign currency to acquire Offered Shares, the cost of the Offered Shares will be determined using the rules described under ‎‎”Additional Considerations — Use of Foreign Currency to Acquire Offered Shares or Receipt of Foreign Currency”.‎

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

U.S. Holders generally would be subject to a special, adverse tax regime that would differ in certain respects from the tax treatment ‎described above if the Company is, or were to become, a PFIC for U.S. federal income tax purposes. The determination as to whether a ‎non-U.S. corporation is a PFIC is based on the application of complex U.S. federal income tax rules, which are subject to differing ‎interpretations, and on many factors that can change from time to time. The general rule is that the Company would be a PFIC if, for a ‎tax year, (a) 75% or more of its gross income for such tax year is passive income or (b) 50% or more of the value of its gross assets ‎either produce passive income or are held for the production of passive income, 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 dividends, interest, certain rents and royalties, and ‎certain types of gains (such as from the sale of stock and securities). For purposes of determining whether the Company is a PFIC, the ‎Company will be treated as holding its proportionate share of the assets and receiving directly its proportionate share of the income of ‎any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock of such other corporation. If the ‎Company owns less than a 25% interest by value in another non-U.S. corporation, it is possible such other corporation could also be ‎considered a PFIC with respect to a U.S. Holder of Offered Shares. ‎

The Company has not made any determination of its PFIC status for the current year. The Company also has not made a PFIC ‎determination for any prior taxable year. Therefore, there is no assurance that the Company has not been a PFIC in prior taxable years, ‎nor that the Company will not be a PFIC in its current taxable year or become a PFIC in any future taxable year. No opinion is ‎expressed with respect to the Company’s PFIC status for prior, current or future taxable years. If the Company is or becomes a PFIC ‎with respect to a particular U.S. Holder, it will always be considered a PFIC with respect to such U.S. Holder even if the Company may ‎not otherwise qualify as a PFIC in future years. ‎

If the Company is a PFIC with respect to a U.S. Holder, and the U.S. Holder does not make either of the elections described below, gain ‎from the disposition of Offered Shares and certain distributions classified as “excess distributions” (generally, those that are in excess of ‎‎125% of the average amount of distributions in the three prior tax years) would be subject to ordinary income treatment and allocated ‎ratably to days in a U.S. Holder’s holding period in computing the U.S. Holder’s tax liability. The amounts allocated to the taxable year ‎during which the gain is realized or excess distribution is made, and to any taxable years in such U.S. Holder’s holding period that are ‎before the first taxable year in which the Company is treated as a PFIC with respect to that U.S. Holder, would be included in the U.S. ‎Holder’s gross income as ordinary income for the taxable year of the gain or excess distribution. The amount allocated to each other ‎taxable year would be taxed as ordinary income in the taxable year during which the gain is realized or excess distribution is made at the ‎highest tax rate in effect for the U.S. Holder in that other taxable year and would be subject to an interest charge as if the income tax ‎liabilities had been due with respect to each such prior year. Under proposed Treasury Regulations, gifts, exchanges pursuant to corporate ‎reorganizations and pledging or use of Offered Shares as security for a loan would be treated as a taxable disposition of such Offered ‎Shares and subject to the foregoing tax treatment. ‎

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If the Company is a PFIC the U.S. Holder may be able to mitigate the adverse tax effects of the PFIC rules described above if the U.S. ‎Holder makes a “qualified electing fund” (“QEF”) or a “mark-to-market” election with respect to its Offered Shares. If a U.S. Holder ‎makes a timely QEF election for the first tax year in which its holding period of its Offered Shares begins, such U.S. Holder generally ‎will not be subject to the PFIC rules described above with respect to such Offered Shares. However, under the QEF regime, in each ‎taxable year that the Company is considered a PFIC the U.S. Holder must include in gross income (i) as ordinary income, the U.S. ‎Holder’s pro rata share of the ordinary earnings of the Company and (ii) as capital gain, the U.S. Holder’s pro rata share of the net capital ‎gain of the Company, regardless of whether the Company makes a distribution on the Offered Shares. Distributions of income that had ‎previously been taxed under the QEF regime will not be taxed again when such distributions are made to the U.S. Holder. Subject to ‎certain restrictions, a U.S. Holder may elect to defer payment of current U.S. federal income tax on such amounts included in income ‎under the QEF regime, but a non-deductible interest charge would be applied. Under the QEF rules, the electing U.S. Holder must ‎supply certain information to the IRS that the U.S. Holder would need to obtain from the Company. A U.S. Holder should be aware that ‎there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will ‎supply U.S. Holders with the information necessary to make a QEF election with respect to the Company or any ‎subsidiary that also is classified as a PFIC. As a result, there can be no assurances that U.S. Holders will be able to make a QEF ‎election. ‎

If the Company is a PFIC, a U.S. Holder may make a “mark-to-market” election as an alternative to a QEF election, as long as the ‎Offered Shares are treated as regularly traded on a qualified exchange or other market within the meaning of the applicable Treasury ‎Regulations. The consequence of a mark-to-market election is that a U.S. Holder must include in his gross income, as ordinary income, ‎an amount equal to the excess, if any, of the fair market value of the U.S. Holder’s Offered Shares at the close of the taxable year over the ‎U.S. Holder’s adjusted tax basis in the Offered Shares. If the fair market value of the U.S. Holder’s Offered Shares at the end of the ‎taxable year is less than the adjusted tax basis of the U.S. Holder in the Offered Shares, an ordinary loss deduction may be claimed, but ‎only to the extent of any mark-to-market gains previously included in income. The U.S. Holder’s tax basis in the Offered Shares will be ‎adjusted to reflect such inclusions or deductions. Gain or loss on disposition of the Offered Shares will be ordinary income or loss.‎

During any taxable year in which the Company or any of its subsidiaries is treated as a PFIC with respect to a U.S. Holder, that U.S. ‎Holder may be required to file IRS Form 8621 (“Information Return by a Shareholder of a Passive Foreign Investment Company or ‎qualified Electing Fund”). ‎

A U.S. Holder should consult their own tax advisor regarding the potential applicability of the PFIC rules to an investment in the Offered Shares, as well as the potential availability, and advisability, of making a QEF election (including on a protective basis) or a mark-to-market election, and any applicable U.S. reporting obligations. ‎

Additional Considerations

Additional Tax on Passive Income

Certain individuals, estates and 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). U.S. Holders should consult their own tax advisors regarding the application, if any, of this tax on their ‎ownership and disposition of Offered Shares. ‎

Use of Foreign Currency to Acquire Offered Shares

A U.S. Holder’s tax basis in its Offered Shares generally will equal the U.S. dollar cost of such Offered Shares. If a U.S. Holder uses ‎foreign currency to purchase Offered Shares, the cost of the Offered Shares will be the U.S. dollar value of the foreign currency purchase ‎price determined by reference to the spot rate of exchange on the date of purchase. However, if the Offered Shares are treated as traded on ‎an established securities market and the U.S. Holder is either a cash basis taxpayer or an accrual basis taxpayer who has made a special ‎election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), such U.S. Holder ‎will determine the U.S. dollar value of the cost of such Offered Shares by translating the amount paid at the spot rate of exchange on the ‎settlement date of the purchase. ‎

The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of Offered ‎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). However, in the case of sale, exchange, or ‎other taxable disposition of Offered Shares, if the Offered Shares are treated as traded on an “established securities market” and the U.S. ‎Holder is either a cash basis taxpayer or an accrual basis taxpayer that has made a special election (which must be applied consistently ‎from year to year and cannot be changed without the consent of the IRS), such U.S. Holder will determine the U.S. dollar value of the amount realized in a foreign currency by translating the amount received at the spot rate of exchange on the settlement date of the sale. ‎

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A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who ‎converts or otherwise disposes of the foreign currency after the date of receipt 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 of tax accounting. Each U.S. 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 Offered 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. 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 that is 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. The foreign tax credit rules are complex and involve the application of ‎rules that depend on a U.S. Holder’s particular circumstances. Accordingly, 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, there may be a requirement to file an IRS Form 8938 (“Statement of Specified ‎Foreign Financial Assets”), with a U.S. Holder’s U.S. tax return, under special rules that impose U.S. return disclosure obligations (and related ‎penalties) on individuals who are 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 may include assets such as the ‎Offered Shares. Other IRS information reporting on various IRS Forms may also be required with respect to a U.S. Holder. Penalties for failure to file ‎required information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns. ‎

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition ‎of, Offered Shares will generally be subject to information reporting and backup withholding tax (currently at a rate of 24%) if a U.S. Holder (a) fails to furnish such U.S. Holder’s ‎correct U.S. taxpayer identification number (generally on 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 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.‎

During any taxable year in which the Company or any of its subsidiaries is treated as a PFIC with respect to a particular U.S. Holder, that U.S. Holder ‎generally may have additional U.S. reporting requirements, as described above under “Passive Foreign Investment Company Rules”. ‎

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply ‎to a U.S. Holder. 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. Each U.S. ‎Holder should consult its own tax advisor regarding the information reporting and backup withholding rules. ‎

The above summary is not intended to constitute a complete analysis of all tax considerations applicable to U.S. Holders with respect to the ‎acquisition, ownership, and disposition of Offered Shares. U.S. Holders should consult their own tax advisors as to the tax considerations ‎applicable to them in their own particular circumstances. ‎

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AGENT FOR SERVICE OF PROCESS

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against ‎any person or company that is incorporated, continued or otherwise organized under the laws of a foreign ‎jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process‎.

LEGAL MATTERS

Certain Canadian legal matters relating to the Offering hereby will be passed upon on behalf of the Company by DLA Piper (Canada) LLP, and on behalf of the Agent by MLT Aikins LLP.

As of the date of this prospectus supplement, the designated professionals (as such terms is defined in item 16.2(1.1) of Form 51-102F2 – Annual Information Form of NI 51-102) of each of DLA Piper (Canada) LLP and MLT Aikins LLP, as a group, beneficially own, directly or indirectly, less than 1% of the Company’s outstanding ‎securities.‎

Certain legal matters relating to United States law will be passed upon on behalf of the Company by Hodgson Russ LLP and on behalf of the U.S. Agent by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

INTEREST OF EXPERTS

The Company’s external auditor, ZH CPA, LLC, confirmed that it is independent of each of the Company, Solar Flow-Through, and the Predecessor LPs within the meaning of the rules of professional conduct of the Colorado State Board of Accountancy and the Public Company Accounting Oversight Board. The Company’s former external auditor, MSLL CPA LLP, Chartered Professional Accountants, confirmed that it was independent of the Company, Solar Flow-Through, and the Predecessor LPs within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia until April 25, 2024.

Grant Thornton LLP, the external auditor of both Solar Flow-Through and the Predecessor LPs, has confirmed that it is independent of the Company, Solar Flow-Through, and the Predecessor LPs within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia.

As of the date of this prospectus supplement, ZH CPA, LLC, MSLL CPA LLP, Chartered Professional Accountants, and Grant Thornton LLP, each, beneficially own, directly or indirectly, less than 1% of the Company or Solar Flow-Through’s outstanding securities.

Evans & Evans is named herein, and in certain documents incorporated by reference herein, as providing the fairness opinion regarding the Acquisition and a valuation in respect of SFF and its assets. As at the date of this prospectus supplement, the “designated professionals” of Evans & Evans beneficially own, directly and indirectly, less than 1% of the Company’s outstanding ‎securities.

AUDITORS, REGISTRAR AND TRANSFER AGENT

ZH CPA LLP is the external auditor of the Company at its principal offices located at 999 18^th Street, Suite 3000, Denver, Colorado, U.S.A.

MSLL CPA LLP, Chartered Professional Accountants, is the former external auditor of the Company at its principal offices located at 2110-1177 West Hastings Street, Vancouver, British Columbia, Canada.

Grant Thornton LLP is the external auditor of Solar Flow-Through and the Predecessor LPs at its principal offices located at 333 Seymour Street, Suite 1600, Vancouver, British Columbia, Canada.

The registrar and transfer agent for the Common Shares is Endeavor Trust Corporation at its principal offices in Vancouver, British Columbia.

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PROMOTERS

Except for Dr. Richard Lu, the Chief Executive Officer of the Company, no person or company has, within the two years immediately preceding the date of this prospectus supplement, been a promoter of the Company, within the meaning of applicable securities laws. Dr. Lu holds, directly and indirectly, 803,146 Common Shares representing 2.95% of the issued and outstanding Common Shares and 550,000 stock options to acquire Common Shares at an exercise price of $0.75 per Common Share and expiring on November 4, 2027.

Other than as disclosed in this section or elsewhere in this prospectus supplement, including the prospectus and any documents incorporated by reference therein or herein, no person who was a Promoter of the Company within the last two years:

●	received anything of value directly or indirectly from the Company or a subsidiary;
●	sold or otherwise transferred any asset to the Company or a subsidiary within the last two years;
●	has been a director, chief executive officer or chief financial officer of any company that during the past 10 years was the subject of a cease trade order or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver or receiver manager or trustee appointed to hold its assets;
●	has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority;
●	has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision; or
●	has within the past 10 years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver or receiver manager or trustee appointed to hold its assets.

ELIGIBILITY FOR INVESTMENT

In the opinion of DLA Piper (Canada) LLP, counsel to the Company, and ‎MLT Aikins LLP, counsel to the Agent, based on ‎the current provisions of the Tax ‎Act in force as of the date hereof, ‎the Offered Shares, if issued on the date hereof, ‎would be “qualified investments‎” under the Tax Act for ‎trusts governed by a “registered ‎retirement savings plan‎”, “registered retirement income fund‎”, “tax-‎free savings account‎”, “first home savings account”, “registered education ‎savings plan‎”, “registered disability savings plan” ‎‎(collectively referred to as “Registered Plans‎”) and a “deferred ‎profit sharing plan‎”, provided that the Offered Shares are listed on a “designated stock ‎exchange” (as defined in the Tax Act) (which currently includes Cboe Canada and Nasdaq) or the Company is otherwise a “public corporation” (as defined in the Tax Act).‎

Notwithstanding that an Offered Share may be a qualified investment for a Registered Plan, if the ‎Offered Share is a ‎”prohibited investment‎” within the meaning of the Tax Act for the Registered Plan, the ‎holder, annuitant or subscriber of the Registered Plan, as the case may be, will be subject to penalty taxes as set ‎out in the Tax Act. The Offered Shares will not generally be a ‎”prohibited investment‎” for a Registered Plan if ‎the holder, annuitant or subscriber, as the case may be, (i) deals at arm’s length with the Company for the ‎purposes of the Tax Act, and (ii) does not have a “significant interest‎” (as defined in the Tax Act) in the ‎Company. In addition, the Offered Shares will not be a “prohibited investment‎” if the Offered Shares are “excluded property‎” (as defined in the Tax Act) for the Registered Plan.‎

Prospective purchasers of Offered Shares who intend to hold such Offered Shares in a Registered Plan are urged to consult ‎their own tax advisors to ensure the Offered Shares would not be a prohibited investment, including whether the Offered Shares would ‎be excluded property, in their particular circumstances.‎ ‎

STATUTORY EXEMPTIONS

Pursuant to a decision of the Autorité des marchés financiers dated March 16, 2023, the Company was granted a ‎permanent exemption from the requirement to translate into French the prospectus as well as the documents ‎incorporated by reference therein and any prospectus supplement in connection therewith to be filed in relation to an “at-the-market ‎distribution”. This exemption was granted on the condition that the prospectus and any prospectus supplement (other ‎than in relation to an “at-the-market distribution”) be translated into French if the Company offers Securities to ‎Québec purchasers in connection with an offering other than in relation to an “at-the-market distribution”.

S-32

PURCHASERS’ STATUTORY RIGHTS

The following is a description of a purchaser’s statutory rights in connection with any purchase of Offered Shares pursuant to the Offering, which supersedes and replaces the statement of purchasers’ rights in the prospectus under the heading “Purchaser’s Statutory Rights” solely with regard to the Offering.

Securities legislation in some provinces of Canada provides purchasers of securities with the right to withdraw from an agreement to purchase securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement and any amendment relating to securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of Offered Shares distributed under an at-the-market distribution by the Company do not have the right to withdraw from an agreement to purchase the Offered Shares and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the prospectus, prospectus supplement and any amendment relating to the Offered Shares purchased by such purchaser because the prospectus, prospectus supplement and any amendment relating to the Offered Shares purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement and any amendment relating to securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of Offered Shares distributed under an at-the-market distribution by the Company may have against the Company or the Agent for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement and any amendment relating to securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

ADDITIONAL INFORMATION

The Company is subject to certain informational requirements of the U.S. Exchange Act, in addition to applicable Canadian requirements. Consequently, the Company files reports and other ‎information with the SEC‎, in addition to securities regulatory authorities in Canada. Under MJDS, documents and other information that the ‎Company files with the SEC may be prepared in accordance with the disclosure requirements of Canada, which are ‎different from those of the United States. As a foreign private issuer, the Company is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and ‎content of proxy statements, and the Company’s officers, directors and principal shareholders are exempt from the ‎reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act.‎

The reports and other information filed by the Company with, or furnished to, the SEC may be accessed on the ‎SEC’s website at www.sec.gov. Copies of reports, statements and other information that the Company files with ‎Canadian securities regulatory authorities are available electronically on the Company’s profile on SEDAR+ at www.sedarplus.ca.

S-33

INDEX TO FINANCIAL STATEMENTS

SEE ATTACHED

F-1

INDEX TO FINANCIAL STATEMENTS

The following financial statements are included in this prospectus supplement:

	1.	Audited Combined Special Purpose Financial Statements for Solar Flow-Through Limited Partnership for the financial years ended December 31, 2022 and ‎‎2021.

	2.	Audited Combined Consolidated Financial Statements for SFF from January 1, 2023 to the SFF Consolidation Date (October 23, 2023) and for the year ended December 31, 2022.

	3.	Audited Consolidated Financial Statements for SFF from August 11, 2023 (the date of incorporation) to December 31, 2023.

	4.	Unaudited Condensed Interim Consolidated Financial Statements for SFF for the three months ended March 31, 2024.

	5.	Unaudited Pro Forma Consolidated Statement of Financial Position for the Company as at March 31, 2024 and the Pro Forma ‎Consolidated Statements of Income and Comprehensive Income for the Company for the nine months ended March 31, 2024 and the year ended ‎June 30, 2023.

F-2

Exhibit 99.4

SOLARBANK CORPORATION

Unaudited Pro Forma Consolidated Financial Statements

(Expressed in Canadian Dollars)

SOLARBANK CORPORATION

Unaudited Pro Forma Consolidated Statements of Financial Position

As at March 31, 2024

(Expressed in Canadian dollars)

	Notes	Solar Bank Corp			Solar Flow-Through Funds Ltd			Pro Forma Adjustments			Unaudited Pro Forma Consolidated

Assets
Current assets:
Cash		$	6,091,112		$	12,648,841			-			18,739,953
Short-term investment			2,720,000			-			-			2,720,000
Trade and other receivables	5(c)		3,451,994			4,347,948			(196,967	)		7,602,975
Unbilled revenue	5(c)		539,008			-			(472,713	)		66,295
Prepaid expenses and deposits			2,003,586			197,560			-			2,201,146
Inventory			2,775,146			-			-			2,775,146
			17,580,846			17,194,349			(669,680	)		34,105,515
Non-current assets
Property, plant and equipment			2,293,167			51,704,291			-			53,997,458
Right-of-use assets			860,152			-			-			860,152
Development asset			7,881,168			-			-			7,881,168
Derivative asset			-			1,771,479			-			1,771,479
Intangible asset	4		-			34,801,123			(34,801,123	)		-
Goodwill	4		5,689,227			37,339,528			(37,339,528	)
	4								81,383,626			87,072,853
Other assets			-			821,345			-			821,345
Investment	5(a)		5,152,023			-			(5,152,023	)		-
			21,875,737			126,437,766			4,090,952			152,404,455
Total assets		$	39,456,583		$	143,632,115			3,421,272			186,509,970
Liabilities and Shareholder’s equity
Current liabilities:
Trade and other payables	5(c)	$	5.954.513		$	12,697,583			(4,933,666	)		13,718,430
Unearned revenue			1,672,548			-			-			1,672,548
Current portion of long-term debt			303,882			3,939,342			-			4,243,224
Loan payables			42,816			-			-			42,816
Tax payable			10,983			-			-			10,983
Current portion of lease liability			119,797			585,057			-			704,854
Current portion of tax equity			79,603			-			-			79,603
Non-current liabilities:			8,184,142			17,221,982			(4,933,666	)		20,472,458
Long-term debt			2,819,904			47,637,848			-			50,457,752
Deferred tax liabilities			-			14,136,253			-			14,136,253
Lease liability			793,342			6,837,308			-			7,630,650
Due to related parties			-			1,434,373			-			1,434,373
Tax equity			316,732			-			-			316,732
			3,929,978			70,045,782			-			73,975,760
Total liabilities		$	12,114,120		$	82,531,065			(4,933,666	)		94,448,218
Shareholders’ equity:
Share capital	5(b)		8,984,448			43,632,156			(43,632,156	)
	5(a)								(7,924,214	)
	3								49,458,050
	5(c)								4,736,699			55,254,983
Contributed surplus			3,760,431			-			-			3,760,431
Accumulated other comprehensive income			(42,009	)		-			-			(42,009	)
Retained earnings (deficit)	5(b)		12,247,821			(3,417,081	)		3,417,081
	5(a)								2,772,191
	5(c)								(472,713	)		14,547,299
Equity attributable to shareholders of the company			24,950,691			40,215,075			8,354,938			73,520,704
Non-controlling interest			2,391,772			16,149,276			-			18,541,048
Total equity			27,342,463			61,101,056			8,354,938			92,061,752
Total liabilities and shareholders’ equity		$	39,456,583		$	143,632,115			3,421,272			186,509,970

SOLARBANK CORPORATION

Unaudited Pro Forma Consolidated Statements of Income and Comprehensive Income

For the nine months ended March 31, 2024

(Expressed in Canadian dollars)

	Notes	Solar Bank Corp			Solar Flow-Through Funds Ltd			Pro Forma Adjustments			Unaudited Pro Forma Consolidated
Revenue	5(c)		50,400,013			5,619,178			(8,373,170	)		47,646,021
Cost of goods sold	5(c)		(40,130,961	)		(2,151,510	)		7,746,191			(34,536,280	)
Gross profit			10,269,052			3,467,668			(626,979	)		13,109,741
Total operating, general and administrative expenses	5(c)		(8,125,069	)		(11,351,316	)		(416,268	)		(19,892,653	)
Operating income			2,143,983			(7,883,648	)		(1,043,247	)		(6,782,912	)
Other income	5(c)		4,129,380			5,903,140			168,900			10,201,420
Net income before taxes		$	6,273,363		$	(1,980,508	)	$	(874,347	)		3,418,508
Income tax refund (expense)			(750,661	)		1,681,027			-			930,366
Net income (loss)		$	5,522,702		$	(299,481	)	$	(874,347	)	$	4,348,874
Current translation adjustments, net of tax of $nil			74,750			-			-			74,750
Net income and comprehensive income		$	5,597,452		$	(299,481	)	$	(874,347	)	$	4,423,624

Earning per share
Basic			0.20			(0.03	)					0.14
Diluted			0.15			(0.03	)					0.11
Weighted average number of common shares outstanding
Basic			26,993,260			11,052,599			(7,476,961	)		30,568,898
Diluted			37,247,965			11,052,599			(7,476,961	)		40,823,603

SOLARBANK CORPORATION

Unaudited Pro Forma Consolidated Statements of Income and Comprehensive Income

For the year ended June 30, 2023

(Expressed in Canadian dollars)

	Notes	Solar Bank Corp			Solar Flow-Through Funds Ltd			Pro Forma Adjustments			Unaudited Pro Forma Consolidated
Revenue	5(c)		18,397,509			9,391,287			(837,471	)		26,951,325
Cost of goods sold	5(c)		(13,860,309	)		(2,142,821	)		216,911			(15,786,219	)
Gross profit			4,537,200			7,248,466			(620,560	)		11,165,106
Total operating, general and administrative expenses	5(c)		(7,213,337	)		(6,407,479	)		416,268			(13,204,548	)
Operating income			(2,676,137	)		840,987			(204,292	)		(2,039,442	)
Other income			5,869,297			16,780,530			-			22,649,827
Net income before taxes		$	3,193,160		$	17,621,517		$	(204,292	)		20,610,385
Income tax refund (expense)			(951,174	)		(6,757,439	)		-			(7,708,613	)
Net income (loss)		$	2,241,986		$	10,864,078		$	(204,292	)	$	12,901,772
Current translation adjustments, net of tax of $nil			(200,824	)		-			-			(200,824	)
Net income and comprehensive income		$	2,041,162		$	10,864,078		$	(204,292	)	$	12,700,948

Earning per share
Basic			0.11			1.09						0.55
Diluted			0.06			1.09						0.31
Weighted average number of common shares outstanding
Basic			19,575,479			10,000,000			(6,169,034	)		23,406,445
Diluted			37,233,190			10,000,000			(6,169,034	)		41,064,156

SOLARBANK CORPORATION

Acquisition of Solar Flow-Through Funds Ltd.

SolarBank Corporation (“SUNN”) was formed under the laws of the province of Ontario on September 23, 2013. SUNN is engaged in the development and operation of solar photovoltaic power generation projects in the province of Ontario and New York state. On March 19, 2024, SUNN entered into a definitive agreement with Solar Flow-Through Funds Ltd. (“SFF”), to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for aggregate consideration of up to $41.8 million in an all stock deal (the “SFF Transaction”). The SFF Transaction values SFF at up to $45 million but the consideration payable excludes the common shares of SFF currently held by SUNN.

Under the terms of the SFF Transaction, SUNN has agreed to issue up to 5,859,567 common shares of SUNN (“SolarBank Shares”) for an aggregate purchase price of up to $41.8 million, representing $4.50 per SFF common share acquired. The number of SolarBank Shares was determined using a 90 trading day volume weighted average trading price as of the date of the agreement which is equal to $7.14 (the “Agreement Date VWAP”). The SFF Transaction represents a 7% premium to a valuation report prepared by Evans & Evans, Inc. on SFF and its assets.

The consideration for the SFF Transaction consists of an upfront payment of approximately 3,575,638 SolarBank Shares and a contingent payment representing up to an additional 2,283,929 SolarBank Shares that will be issued in the form of contingent value rights (“CVRs”). The SolarBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between SFF, the Ontario Independent Electricity System Operator and the major suppliers for the SFF battery energy storage projects (“BESS”) portfolio and the binding terms of the debt financing for the BESS portfolio have been agreed (the “CVR Conditions”). On satisfaction of the CVR Conditions, Evans & Evans, Inc. shall revalue the BESS portfolio and SUNN shall then issue SolarBank Shares having an aggregate value that is equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by Evans & Evans, Inc. plus the sale proceeds of any portion of the BESS portfolio that may be sold, in either case divided by the Agreement Date VWAP. The maximum number of additional shares that may be issued for the CVRs will be 2,283,929 SolarBank Shares.

Basis of Presentation

The accompanying unaudited pro forma consolidated financial statements (the “Pro Forma Consolidated Financial Statements”) of SUNN have been prepared from information derived from, and should be read in conjunction with, the following:

	●	The audited annual consolidated financial statements of SUNN, together with the notes thereto, as at and for the year ended June 30, 2023 as filed on SEDAR;

	●	The unaudited interim consolidated financial statements of SUNN, together with the notes thereto, as at and for the three and nine-month periods ended March 31, 2024 and 2023 as filed on SEDAR;

	●	The audited annual combined financial statements of Solar Flow-through Limited Partnership, together with the notes thereto, as at and for the year ended December 31, 2022;

	●	The audited combined consolidated financial statements of SFF, together with the notes thereto, as at and for the period of January 1, 2023 to October 23, 2023;

	●	The audited consolidated statement of financial position of SFF as at December 31, 2023 and the consolidated statements of loss and comprehensive income, changes in shareholders’ equity and cash flows for the period from the date of inception on August 11, 2023 to December 31, 2023, and notes to the consolidated financial statements, including material accounting policy information and other explanatory information; and

SOLARBANK CORPORATION

●

The unaudited interim consolidated financial statements of SFF as at and for the three-month period ended March 31, 2024.

The Pro Forma Consolidated Financial Statements are based on SUNN’s historical consolidated financial statements as well as SFF’s historical consolidated financial statements, as adjusted to give effect to the SFF Transaction.

The accompanying unaudited pro forma consolidated statement of financial position as at March 31, 2024 has been prepared as if the acquisition of SFF has occurred on March 31, 2024. The unaudited pro forma consolidated statements for income and loss for the year ended June 30, 2023, and nine-month period ended March 31, 2024, have been prepared to give effect to the acquisition of SFF as if it had occurred on July 1, 2022.

The historical consolidated financial information of SUNN and SFF are presented in accordance with the International Financial Reporting Standards (“IFRS”) and therefore, there were no significant adjustments to SFF’s consolidated financial statements to conform to SUNN’s accounting framework. The assumptions and estimates underlying the adjustments to the Pro Forma Consolidated Financial Statements are described in the accompanying notes, which should be read together with the Pro Forma Consolidated Financial Statements. These Pro Forma Consolidated Financial Statements have been prepared by management of SUNN in accordance with IFRS on a consistent basis with those disclosed in Note 2 of SUNN’s consolidated financial statements as at and for the year ended June 30, 2023 and Note 2 to SUNN’s interim consolidated financial statements as at and for the three and nine-month periods ended March 31, 2024.

In preparing the Pro Forma Consolidated Financial Statements, management reviewed SFF’s accounting policies and financial statement presentation to identify any differences between SUNN’s and SFF’s IFRS accounting policies and financial statement presentation. Certain historical balances have been reclassified to conform to SUNN’s financial statement presentation and for the purposes of the pro forma presentation. Additional accounting policy and financial statement presentation differences may be identified after the filing of this document as more information is obtained by SUNN, and therefore these adjustments are subject to change.

It is management’s opinion that the Pro Forma Consolidated Financial Statements have been prepared within acceptable limits of materiality, using accounting policies consistent with IFRS appropriate in the circumstances. The Pro Forma Consolidated Financial Statements are not intended to reflect the consolidated financial position and consolidated financial performance of the companies which would have actually resulted had the SFF Transaction been affected on the dates indicated. Actual amounts recorded upon consummation of the SFF Transaction will differ from those recorded in the Pro Forma Consolidated Financial Statements and the differences may be material. Management has not made any fair value adjustment allocation to the value of the acquired assets and liabilities on the balance sheet of SFF due to the uncertainty with respect to the measurement of amounts at this time.

Fair Value of Consideration Transferred

The following is an estimate of the number of SUNN common shares that are to be issued in exchange for SFF common shares:

SFF shares issued and outstanding as at March 31, 2024	11,052,599
Less: SFF shares held by SUNN as at March 31, 2024	(1,755,419	)
SFF common shares to be converted	9,297,180

	Fixed		CRV		Total
Conversion ratio		0.3845938		0.2456582		0.630252
SUNN shares to be issued		3,575,638		2,283,929		5,859,566

For the purpose of determine the number of SUNN shares to be issued prior to the SFF Transaction, the maximum number of additional shares issued for the CVRs of 2,283,929 SUNN shares is assumed. The final number of SUNN shares to be issued is to be determined as of the closing date of the SFF Transaction.

SOLARBANK CORPORATION

The following is a summary of the purchase price for the SFF Transaction:

	Fixed		CRV		Total
SUNN common shares to be issued		3,575,638		2,283,929		5,859,566
Fair value of SUNN common shares	$	7.10	$	7.10	$	7.10
Total estimated purchase price	$	25,387,028	$	16,215,892	$	41,602,920

The fair value of SUNN’s common shares for the purpose of this exercise is based on their quoted fair market value as at March 31, 2024. The final purchase price is to be determined as of the closing date of the SFF Transaction.

Preliminary Purchase Price Allocation

The following table represents the preliminary allocation of the purchase price consideration to reflect value of the assets acquired and liabilities assumed at March 31, 2024:

Assets
Current assets:
Cash	$	12,648,841
Trade and other receivables		4,347,948
Prepaid expenses and deposits		197,560
		17,194,349
Non-current assets
Property, plant and equipment		51,704,291
Derivative asset		1,771,479
Other assets		821,345
		54,297,115
Total assets	$	71,491,464
Liabilities
Current liabilities:
Trade and other payables	$	12,697,583
Current portion of long-term debt		3,939,342
Current portion of lease liability		585,057
		17,221,982
Non-current liabilities:
Long-term debt		47,637,848
Deferred tax liabilities		14,136,253
Lease liability		6,837,308
Due to related parties		1,434,373
		70,045,782
Total Liabilities		87,267,764
Net liability assumed excluding intangible assets/goodwill		(15,776,300	)
Non-controlling interest		16,149,276
Intangibles/Goodwill on acquisition⁽¹⁾		81,383,626
Total SFF value		49,458,050

Consideration paid in common shares		41,602,920
Value of common shares already owned by SUNN		7,855,130
Total SFF value		49,458,050

(1)

For the purpose of the pro forma statements, this amount has been allocated to “Goodwill” on the statement of financial position. The split between “Goodwill” and “Intangible Assets” will be determined upon completion of the fair value assessment and the purchase price allocation.

The SFF Transaction is to be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3. Under this method, the assets acquired, and liabilities assumed are to be recorded based on their fair values as of the closing date of the SFF Transaction. For the purposes of these Pro Forma Consolidated Financial Statements, SUNN has not made any fair value adjustment allocation to the value of the acquired assets and liabilities on the balance sheet of SFF given the uncertainty with respect to the measurement of fair value amounts at this time. Therefore, the difference between the purchase price and the net asset has been allocated to intangible assets and goodwill on acquisition. SUNN expects that a significant portion of the unallocated purchase price will be allocated among intangible assets and goodwill. The actual purchase accounting adjustments are to be finalized upon satisfaction of the CVR conditions and revaluation of BESS portfolio and may differ materially from the adjustment reflected in the Pro Forma Consolidated Financial Statements.

Pro Forma Adjustments

	a.	Reflects the SFF shares held by SUNN prior to the SFF Transaction, which is eliminated upon consolidation.

	b.	Reflects the elimination of historical equity balances of SFF as at March 31, 2024.

	c.	Reflects the elimination of transactions between SUNN and SFF.

Exhibit 99.5

SOLAR FLOW-THROUGH FUNDS LTD

Consolidated Financial Statements

And Independent Auditor’s Report thereon

From inception date of August 11, 2023 to December 31, 2023

Expressed in Canadian Dollars

Independent Auditor’s Report

Grant Thornton LLP

Suite 1600

333 Seymour Street

Vancouver, BC

V6B 0A4

T +1 604 687 2711

F +1 604 685 6569

To the Shareholders of Solar Flow-Through Funds Ltd.

Opinion

We have audited the consolidated financial statements of Solar Flow-Through Funds Ltd (the “Company”), which comprise the consolidated statements of financial position as at August 11, 2023 and December 31, 2023, and the consolidated statements of loss and comprehensive income, changes in shareholders’ equity and cash flows for the period from the date of inception on August 11, 2023 to December 31, 2023, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Solar Flow-Through Funds Ltd as at August 11, 2023 and December 31, 2023, and its consolidated financial performance and its consolidated cash flows for the period from the date of inception on August 11, 2023 to December 31, 2023 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Audit | Tax | Advisory

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

●	Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

●	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

●	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

●	Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

●	Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

●	Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.


Vancouver, Canada	Chartered Professional Accountants
May 18, 2024

Audit | Tax | Advisory

SOLAR FLOW-THROUGH FUNDS LTD

Consolidated Statements of Financial Position

As at

	Notes	December 31, 2023			August 11, 2023

Assets
Current assets:
Cash		$	15,947,226		$	-
Trade and other receivables	5		3,871,413			1
Prepaid expenses and deposits	6		276,328			-
			20,094,967			1
Non-current assets:
Equipment	7		52,115,696			-
Intangible assets	8		35,355,869			-
Other assets	6		828,232			-
Derivative assets	11		1,399,648			-
Goodwill	4		37,339,528			-
			127,038,973			-
Total assets		$	147,133,940		$	1

Liabilities and Shareholders’ equity

Current liabilities:
Accounts payable and accruals		$	13,143,513		$	-
Current portion of long-term debt	9		5,525,240			-
Current portion of lease obligations	10		592,089			-
			19,260,842			-

Non-current liabilities:
Long-term debt	9		47,155,762			-
Lease obligations	10		6,921,874			-
Deferred tax liabilities	12		14,561,458			-
Due to related parties	13		1,434,373			-
			70,073,467			-
Total liabilities		$	89,334,309		$	-

Shareholders’ equity:
Share capital	14		43,632,156			1
Deficit			(2,831,114	)		-
			40,801,042			1
Non-controlling interests	15		16,998,589			-
Total shareholders’ equity			57,799,631			1
Total liabilities and shareholders’ equity		$	147,133,940		$	1

Contingencies	20
Subsequent events	21

See accompanying notes to the consolidated financial statements.

Approved by the Board:

Matthew Wayrynen, CEO, Director

SOLAR FLOW-THROUGH FUNDS LTD

Consolidated Statements of Income and Comprehensive Income

From inception date August 11, 2023 to December 31, 2023

	Notes	2023
Revenue		$	733,592
Direct costs			(403,354	)
Amortization			(1,042,266	)
Gross loss			(712,028	)
Operating expenses:
General and administrative	16		(1,429,005	)
Operating loss			(2,141,033	)
Finance costs			(886,299	)
Change in fair value of interest rate swaps	11		(1,377,992	)
Other expense	17		(2,942,344	)
Loss before taxes			(7,347,668	)
Tax recovery:
Deferred tax recovery	12		1,562,229
Net loss and comprehensive loss		$	(5,785,439	)
Attributed to:
Common shareholders		$	(2,831,114	)
Non-controlling interests	15		(2,954,325	)
		$	(5,785,439	)

See accompanying notes to the consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Consolidated Statement of Changes in Shareholders’ Equity

	Number of common shares		Share Capital		Deficit			Non- controlling interests			Total shareholders’ equity
August 11, 2023		1	$	1	$	-		$	-		$	1
Issuance – note 4		9,999,999		43,632,155		-			19,952,914			63,585,069
Net loss and comprehensive loss		-		-		(2,831,114	)		(2,954,325	)		(5,785,439	)
December 31, 2023		10,000,000	$	43,632,156	$	(2,831,114	)	$	16,998,589		$	57,799,631

See accompanying notes to the consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Consolidated Statement of Cash Flows

From inception date August 11, 2023 to December 31, 2023

	Notes	2023
Cash provided by (used in):

Operating activities:
Net loss		$	(5,785,439	)
Add back non-cash items:
Amortization			1,042,266
Finance costs			886,299
Change in fair value of interest rate swaps			1,377,992
Lease interest expense	10		69,778
Deferred tax recovery	12		(1,562,229	)
Changes in working capital	18		361,557
			(3,609,776	)
Investing activities:
Acquisition of battery energy storage systems	7		(7,053,215	)
Net cash acquired in business combination	4		29,391,123
			22,337,908
Financing activities:
Net repayment of long-term debt			(1,437,435	)
Net repayment of loan payable			(1,207,807	)
Repayment of lease obligations	10		(135,664	)
			(2,780,906	)

Increase in cash			15,947,226

Cash, beginning of year			-

Cash, end of year		$	15,947,226

See accompanying notes to the consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

1.	Nature of operations:

Solar Flow-Through Funds Ltd (the “Company”) is engaged in the development and operation of solar photovoltaic power generation projects, battery energy storage systems (“BESS”) and electric vehicle charging stations in Canada and the US. On August 11, 2023, the Company was incorporated to commence a corporate reorganization among nine general partners, nine management companies and nine limited partnerships culminating in the completion of an amalgamation on October 23, 2023 into a single corporation. This business combination is described in note 4. The address of the registered office of the Company is Suite 900 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1.

2.	Basis of preparation:

(a)

Statement of compliance and basis of presentation:

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

These consolidated financial statements, for the period ended December 31, 2023, are the first the Company has prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). The Company adopted IFRS Accounting Standards in accordance with IFRS 1. There were no reconciliations that resulted from the adoption of IFRS Accounting Standards.

These consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss (“FVTPL”), which are stated at their fair value.

These consolidated financial statements were authorized for issue by the Board of Directors on May 17, 2024.

(b)

Basis of consolidation:

(i)

Subsidiaries:

These consolidated financial statements include the financial statements of the Company and its subsidiaries for which it has a controlling interest. The Company controls an entity when it is exposed to, or has rights to, variable returns from its investment with the entity and has the ability to affect those returns through its power over the entity. All intercompany balances and transactions are eliminated upon consolidation.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

2.	Basis of preparation (continued):

(b)

Basis of consolidation (continued):

(i)

Subsidiaries (continued):

The method of accounting applied to the preparation of the consolidated financial statements is consolidation. Details of the Company’s ownership interests in its subsidiaries are as follows:

Name	Ownership interest

Solar High Yield Projects #1 Ltd.		100.00	%
2344215 Ontario Inc.		100.00	%
SHY1 2012 FIT2 Ltd.		100.00	%
2343461 Ontario Inc.		100.00	%
Icarus Whitesand Solar Limited Partnership		85.00	%
2387276 Ontario Inc.		49.90	%
2387280 Ontario Inc.		24.95	%
2387281 Ontario Inc.		49.90	%
2387282 Ontario Inc.		49.90	%
2391395 Ontario Inc.		49.90	%
SPN LP 7		49.90	%
1000234763 Ontario Inc.		50.00	%
1000234813 Ontario Inc.		50.00	%
Solar Flow-Through Project #1 (2013) Ltd.		100.00	%
2405402 Ontario Inc.		49.90	%
2405514 Ontario Inc.		49.90	%
2467260 Ontario Inc.		49.90	%
Solar Flow-Through (2014) Ltd.		100.00	%
Solar Flow-Through Projects (2014 Subco F2) Ltd.		100.00	%
Solar Flow-Through (2015) Ltd.		100.00	%
2405372 Ontario Inc.		49.90	%
2469780 Ontario Inc.		49.90	%
2405799 Ontario Inc.		49.90	%
SFF Solar (2015) Ltd.		100.00	%
Solar Flow-Through (2016) Ltd.		100.00	%
2503072 Ontario Inc.		49.90	%
2503225 Ontario Inc.		49.90	%
2503903 Ontario Inc.		49.90	%
Northern Development Solar 2016 Inc.		49.90	%
Sunshine Solar Ontario 2016 Inc.		49.90	%
Solar Flow-Through (2017-I) Ltd.		100.00	%
Solar Flow-Through (2017-A) Ltd.		100.00	%
Solar Flow-Through (2018-I) Ltd.		100.00	%
Solar Flow-Through (2018-A) Ltd.		100.00	%
15155355 Canada Inc.		100.00	%
Sustainable Energies Corporation		100.00	%
Sustainable Energies OR LLC		100.00	%
Sustainable Energies CA LLC		100.00	%
Sustainable Energies VA LLC		100.00	%

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

2.	Basis of preparation (continued):

(b)

Basis of consolidation (continued):

(ii)

Non-controlling interests:

Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The Company attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests even if this results in the non- controlling interests having a deficit balance. The proportion allocated to the parent and non- controlling interests are determined on the basis of present ownership interests.

(iii)

Functional and presentation currency:

The functional currency of the Company and its subsidiaries is the Canadian dollar. The consolidated financial statements are presented in Canadian dollars.

3.	Material accounting policies:

(a)

Equipment:

Equipment is comprised of solar power system assets, battery energy storage systems, right- of-use assets, and royalty contract assets relating to projects that are owned and operated by the Company. Equipment is stated at cost less accumulated amortization. For self- developed projects, the cost capitalized is the amount of the expenditure incurred for the engineering, procurement, and construction of the system. For projects acquired from third parties, the cost includes the consideration transferred and certain direct acquisition costs. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. Initial recognition of right-of-use assets are disclosed in note 3(e).

When solar power systems and battery energy storage systems are retired, or otherwise disposed of, the cost and accumulated amortization are removed from the consolidated statements of financial position and any resulting gain or loss is included in profit or loss for the respective period. Amortization commences when the solar power systems and battery energy storage systems reach commercial operation and is recognized using the straight- line method over the useful life of 20 to 22 years.

(b)

Revenue recognition:

Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company applies the 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(b)

Revenue recognition (continued):

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer.

When the Company owns and operates solar projects for the purpose of generating income from the sale of electricity over the life of the solar projects, electricity generation income is classified as revenue. Electricity generation income is recognized when the control of the electricity is transferred to the customer as promised in the sales contract.

The contracts are long-term with fixed prices with the Independent Electricity System Operator (“IESO”) in Ontario. The Company recognizes revenue over the life of the contract based on the volume of electricity delivered each month, which is only one performance obligation.

(c)

Financial instruments:

On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as fair value through profit or loss (“FVTPL”). The directly attributable transaction costs of financial assets and liabilities classified as FVTPL are expensed in the period in which they are incurred. Subsequent to initial recognition, financial instruments are measured as described below.

(i)

Financial assets:

Financial assets are classified and measured on the basis of their cash flow characteristics and the business model in which the asset is held. A financial asset is classified as FVTPL, fair value through other comprehensive income (“FVOCI”), or amortized cost. The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers substantially all the risks and rewards of ownership of the financial asset.

(A)

Financial assets at fair value through profit or loss:

A financial asset is measured at FVTPL if it is held-for-trading, is a derivative, is designated as such upon initial recognition, or does not meet the criteria for amortized cost method.

Financial instruments are designated at FVTPL if the Company manages such financial instruments and makes purchase and sale decisions based on their fair value in accordance with the Company’s documented risk management or investment strategy. Financial instruments at FVTPL are measured at fair value, and changes therein are recognized in profit or loss.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(c)

Financial instruments (continued):

(i)

Financial assets (continued):

(B)

Financial assets at amortized cost:

A financial asset is measured at amortized cost using the effective interest method if it is held within a business model whose objective is to hold assets to collect contractual cash flows, its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, and it is not designated as at FVTPL. The Company’s financial assets at amortized cost are comprised of cash and trade receivables.

For the purposes of assessing whether contractual cash flows are solely payments of principal and interest, ‘principal’ is defined as the fair value of the financial asset on initial recognition and ‘interest’ is defined as consideration for the time value of money, for the credit risk associated with the principal amount outstanding during a particular period of time, and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the financial asset. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

	☐	contingent events that would change the amount or timing of cash flows;

	☐	terms that may adjust the contractual coupon rate, including variable-rate features;

	☐	prepayment and extension features; and

	☐	terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).

(ii)

Financial liabilities:

The Company initially recognizes financial liabilities at fair value when the Company becomes party to the contractual provisions of the instrument. The Company derecognizes a financial liability when the contractual obligations are discharged, cancelled, or expired. Subsequent to initial recognition, financial liabilities are measured at fair value through profit or loss or amortized cost.

(A)

Financial liabilities at fair value through profit or loss:

Financial liabilities are classified at FVTPL if they are held for trading or are derivative liabilities. The Company’s financial liabilities at FVTPL are comprised of derivative liabilities.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(c)

Financial instruments (continued):

(ii)

Financial liabilities (continued):

(B)

Financial liabilities at amortized cost:

Financial liabilities classified at amortized cost are those that are not classified as financial liabilities at FVTPL. Subsequent to initial recognition, they are carried at amortized cost using the effective interest method. The Company’s accounts payable and accruals, loan payable, due to related parties and long-term debt are classified at amortized cost.

The effective interest method is a method of calculating the amortized cost of an instrument and allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future contractual cash flows, including all transaction costs and other premiums or discounts, through the expected life of the debt instrument to the net carrying amount on initial recognition.

(C)

Derecognition and modification:

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid is recognized in profit or loss. In the event the modification of the contractual cash flows of a financial instrument does not result in derecognition, the amortized cost of the instrument is recalculated as the present value of the estimated future contractual cash flows discounted at the financial instrument’s original effective interest rate. The adjustment is recognized in profit or loss.

(iii)

Determination of fair value:

The fair value of financial assets and financial liabilities measured at FVTPL and FVOCI are determined by reference to their quoted closing bid price at the reporting date if they are traded in an active market. If no market data is available the Company estimates fair value based on future expected cash flows discounted using appropriate discount rates. For derivative instruments, fair value is estimated by management based on market information that includes adjustments to take account of the credit risk of the Company and the counterparty when appropriate.

(iv)

Expected credit losses:

In accordance with IFRS 9, loss allowances for expected credit losses (“ECLs”) on financial assets measured at amortized cost or at FVTPL are recognized. ECLs are updated at each reporting date on the basis of available information. The Company applies the simplified approach described in IFRS 9 to trade receivables, whereby the amount of any impairment allowance of a receivable is measured subsequent to initial recognition on the basis of lifetime expected credit losses.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(d)

Income taxes:

The Company and its subsidiaries are subject to taxes pursuant to the Income Tax Act (Canada) and provincial income tax acts. As a result, provisions for income taxes are made by the Company relating to income or temporary differences of the Company.

Income tax represents current tax and deferred tax. The Company’s subsidiaries record current tax based on the taxable income for the period calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred income taxes are accounted for using the asset-liability method. The asset-liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred income tax assets and liabilities are determined for each temporary difference based on enacted or substantially enacted tax rates that are expected to be in effect when the underlying items are expected to be realized. The effect of a change in tax rates or tax legislation is recognized in the period of substantive enactment. Deferred tax assets, such as non-capital loss carryforwards, are recognized to the extent it is probable that taxable income will be available against which the asset can be utilized.

(e)

Leases:

The Company is granted and permitted to use the selected property area for purposes of installing, maintaining, operating, repairing, replacing and removing solar generation and battery energy storage system equipment to provide solar electricity generation under the Feed-In Tariff (“FIT”) and BESS contracts. The Company recognizes a right-of-use asset and a lease obligation at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease obligation adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight- line method as this most closely reflects the expected pattern of consumption of the future economic benefits.

The lease term as defined under the FIT and BESS contracts shall expire on the day prior to the twentieth and twenty-second anniversary of the Milestone Commercial Operation Date, respectively. If the lease commencement date has not been achieved by twelve-month anniversary of the date of the lease, then at any time thereafter, either parties shall have the right to terminate the lease and the lease will terminate on the date that is fifteen days following the date of notification of termination given by the terminating party to the non-terminating party. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease obligation. The lease obligation is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or if that rate cannot be readily determined, the Company’s incremental

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(e)

Leases (continued):

borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lease obligation is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment of whether it will exercise an extension or termination option.

(f)

Impairment of long-lived assets:

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

Impairment losses are recognized in profit or loss. For assets other than goodwill, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of amortization, if no impairment loss had been recognized. Goodwill is tested for impairment annually.

(g)

Business combinations:

A business combination is defined as an acquisition of assets and liabilities that constitute a business. Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their fair value at the acquisition date. The acquisition date is the date the Company obtains control over the acquiree, which is generally the date the consideration is transferred and the Company acquires the assets and assumes the liabilities of the acquiree. Acquisition- related costs, other than costs to issue debt or equity securities of the acquirer, are expensed as incurred. The costs to issue equity securities of the Company as consideration for the acquisition are reduced from share capital as share issue costs.

Non-controlling interests are recorded at their proportionate share of the fair value of identifiable net assets acquired on initial recognition.

The excess of (i) total consideration transferred by the Company, measured at fair value, including contingent or deferred consideration, and (ii) the non-controlling interests in the acquiree, over the fair value of net assets acquired is recorded as goodwill.

(h)

Goodwill:

Goodwill represents the excess of the purchase price of the acquired businesses over the estimated fair value of the tangible and intangible net assets at the date acquired, and is

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(h)

Goodwill (continued):

allocated to the CGU expected to benefit from the acquisition. A CGU is the smallest group of assets for which there are separately identifiable cash flows. Goodwill is not amortized but is assessed for impairment at least annually and whenever events or circumstances indicate that its carrying value may not be fully recoverable. The impairment test requires comparing the carrying values of the Company’s CGUs, including goodwill, to their recoverable amounts. The Company determines the recoverable amounts using estimated future cash flows discounted at an after-tax rate that reflects the risk adjusted weighted average cost of capital. Any excess of the carrying value of a CGU over the recoverable amount is expensed in the period the impairment is identified. An impairment loss recorded for goodwill is not reversed in a subsequent period.

(i)

Intangible assets:

Intangibles assets acquired through a business combination are initially recorded at fair value. Following initial recognition, intangible assets with a finite useful life are recorded at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets with an indefinite useful life are recorded at cost less accumulated impairment losses, if any. The cost of intangible assets acquired in an asset acquisition is initially measured using an allocation of the purchase consideration under a fair value approach. The useful lives of intangible assets are assessed as finite for the FIT and BESS contracts. Amortization of finite life intangible assets is provided on a straight-line basis over their estimated useful lives that are the remaining terms of the underlying contracts.

(j)

Significant accounting judgments and estimates:

The preparation of consolidated financial statements requires management to use accounting estimates and exercise judgment in the process of applying its accounting policies. Actual results may differ from the estimates and assumptions used in preparing these condensed consolidated financial statements. Estimates and judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of consolidated financial statements:

(i)

Fair value of net assets acquired in business combinations:

Management’s judgement is required to estimate the fair value of the consideration transferred for the acquired business (“purchase price”) which is assigned to identifiable tangible and intangible assets purchased and liabilities assumed on the date of acquisition. The identification of assets purchased and liabilities assumed and their valuation is specialized and judgmental. Where appropriate, the Company engages external business valuators to assist in the valuation of tangible and intangible assets acquired. Any excess of purchase price over the fair value of the identifiable tangible and intangible assets purchased and liabilities assumed is allocated to goodwill.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(j)

Significant accounting judgments and estimates (continued):

(ii)

Determination of CGUs:

The Company’s assets are grouped into CGU based on their ability to generate separately identifiable cash inflows. The determination of CGUs requires the use of judgement by assessing the interdependency of cash inflows and the Company’s organizational structure.

(iii)

Project development assets:

The Company has determined that project development costs can be capitalized as project development assets when the related FIT contract has been awarded from the IESO. Prior to this point, there is uncertainty of future economic benefit.

(iv)

Impairment of long-lived assets:

The application of the Company’s accounting policy for equipment impairment indicators includes consideration of both external and internal sources of information, including factors such as market and economic conditions, forecasts, capital expenditure requirements, future operating costs, and production volumes. Management has assessed impairment indicators on the Company’s equipment, goodwill and intangible assets, and has concluded that no impairment indicators exist as at December 31, 2023.

(v)

Taxes:

The Company accounts for differences that arise between the carrying amount of assets and liabilities and their tax bases in accordance with IAS 12, Income Taxes, which requires deferred income tax assets only to be recognized to the extent that it is probable that future taxable profits will be available against which the deferred income tax assets can be utilized. The Company estimates future taxable profits based on financial models and projections. Any change to the estimates and assumptions used for the key operational and financial variables could affect the amount of deferred income tax assets recognized by the Company. Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period.

(vi)

Consolidation:

The Company applies judgment in determining control over certain entities where the Company holds less than 50% of equity ownership. The judgment is based on a review of all contractual agreements to determine if the Company has control over the activities, projects, and financial and operating policies of the entities. The Company has included the results of nine general partners, a combined management company, and a corporation, which are under common control. The Company considered its aggregate economic interest in each of those entities along with other parties’ rights, including kick-out rights, and concluded that the Company is exercising its control as a principal.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

3.	Material accounting policies (continued):

(j)

Significant accounting judgments and estimates (continued):

(vii)

Lease discount rates:

In determining the carrying amount of right-of-use assets and lease obligations, the Company is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. Management determines the incremental borrowing rate using a risk-free interest rate estimated by reference to the Government of Canada bond yield with an adjustment that reflects the Company’s credit rating, security, lease term, value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to changes in the business and macroeconomic environment.

(viii)

Amendments to existing accounting standards:

(A)

Amendment to standard not yet adopted:

Following is the new amendment to a standard issued by the IASB which is applicable to the Company’s financial statements:

Classification of liabilities as current or non-current (amendments to IAS 1):

The IASB has published Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) which clarifies the guidance on whether a liability should be classified as either current or non-current. The amendments:

	☐	clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period”

	☐	clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability

	☐	make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

This amendment is effective for annual periods beginning on or after January 1, 2024. Earlier application is permitted. The amendment is expected to have no impact on the Company’s financial statements on adoption.

4.	Business combination:

Effective October 23, 2023, the Company completed its corporate reorganization to acquire 100% of the issued and outstanding limited partnership units of Solar Flow-Through 2012-I Limited Partnership, Solar Flow-Through 2013-I Limited Partnership, Solar Flow-Through 2014-I Limited Partnership, Solar Flow-Through 2015-I Limited Partnership, Solar Flow-Through 2016-I Limited Partnership, Solar Flow-Through 2017-A Limited Partnership, Solar Flow-Through 2017-I Limited Partnership, Solar Flow-Through 2018-A Limited Partnership, and Solar Flow-Through 2018-I Limited Partnership, and 100% of the issued and outstanding common shares of the limited partnerships’ respective general partner corporations and management companies for non-cash share consideration. The Company exchanged 9,999,999 common shares to complete this corporate reorganization. Goodwill represents the future economic benefits arising from the business acquisition including the benefits from the funding and royalty agreements entered into between the Company and its non-controlling shareholders, which result in significant value to the controlling shareholders by attributing the majority of the earnings from solar photovoltaic power generation projects to the controlling shareholder based on economic ownership. The group of limited partnerships is engaged in the development and operation of solar photovoltaic power generation projects, battery energy storage systems and electric vehicle charging stations in Canada and the US. The Company accounted for the acquisition using the acquisition method and operating results from the date of acquisition to December 31, 2023 have been included in the consolidated financial statements. As of December 31, 2023, the total legal costs of $209,414 incurred for the business combination have been expensed.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

4.	Business combination (continued):

The allocation of the purchase price of the net identifiable assets based on their estimated fair values is as follows:

Purchase price	$	43,632,155

Fair value of net assets acquired
Cash		29,391,123
Trade and other receivables		3,262,152
Prepaid expenses and deposits		531,970
Equipment		45,538,509
Intangible assets		35,776,500
Other assets		870,263
Derivative assets		2,777,639
Accounts payable and accruals		(12,324,753	)
Loan payable		(1,207,807	)
Current portion of long-term debt		(5,514,189	)
Long-term debt		(47,717,949	)
Lease obligations		(7,579,849	)
Deferred tax liabilities		(16,123,689	)
Due to related parties		(1,434,379	)
Non-controlling interests		(19,952,914	)
Goodwill	$	37,339,528

5.	Trade and other receivables:

	2023
GST/HST receivable	$	2,517,111
Trade receivables		1,354,302

	$	3,871,413

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

Prepaids:

	2023

Other prepaid expenses	$	110,848
Prepaid rent		84,116
Prepaid insurance		62,864
Contract application deposits		18,500

	$	276,328

As at December 31, 2023, the non-current portion of prepaid rent of $828,232 is presented as other assets.

7.	Equipment:

	Solar power system assets		Battery energy storage systems		Right-of- use assets		Royalty contract assets		Total

Cost:

Balance, August 11, 2023	$	-	$	-	$	-	$	-	$	-
Assets acquired		38,315,000		335,186		6,804,893		83,430		45,538,509
Additions		-		7,198,822		-		-		7,198,822

Balance, December 31, 2023	$	38,315,000	$	7,534,008	$	6,804,893	$	83,430	$	52,737,331

	Solar power system assets		Battery energy storage systems		Right-of- use assets		Royalty contract assets		Total

Accumulated amortization:

Balance, August 11, 2023	$	-	$	-	$	-	$	-	$	-
Amortization		524,967		-		95,526		1,142		621,635

Balance, December 31, 2023	$	524,967	$	-	$	95,526	$	1,142	$	621,635

Net book value, August 11, 2023	$	-	$	-	$	-	$	-	$	-

Net book value, December 31, 2023	$	37,790,033	$	7,534,008	$	6,709,367	$	82,288	$	52,115,696

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

8.	Intangible assets:

	FIT Contracts		BESS Contracts		Total

Cost:
Balance at August 11, 2023	$	-	$	-	$	-
Assets acquired		30,851,000		4,925,500		35,776,500
Balance at December 31, 2023	$	30,851,000	$	4,925,500	$	35,776,500

Accumulated depreciation:
Balance at August 11, 2023	$	-	$	-	$	-
Amortization		420,631		-		420,631
Balance at December 31, 2023	$	420,631	$	-	$	420,631

Net book value, August 11, 2023	$	-	$	-	$	-

Net book value, December 31, 2023	$	30,430,369	$	4,925,500	$	35,355,869

9.	Long-term debt:

	2023
Balance, August 11	$	-
Additions		54,263,805
Interest expense		823,812
Repayment of principal		(805,960	)
Interest payments		(590,302	)
		53,691,355
Deferred fees on long-term debt		(1,010,353	)
Balance, December 31		52,681,002
Current portion		(5,525,240	)
Non-current portion	$	47,155,762

As at December 31, 2023, the Company had 51 term loans secured by the underlying solar power system assets. The loans have interest payable quarterly with variable interest rates ranging from 1.56% plus Canadian Dollar Offering Rate (“CDOR”) to 3.34% plus CDOR and with fixed interest rates ranging from 4.45% to 6.06%. The loans were recorded at the date of acquisition of October 23, 2023 at the fair value based on the borrowing rate at the date of acquisition, which was determined to be an interest rate of 5.69% with a remaining term range of 3 to 17 years maturing between 2026 and 2040. The calculation and publication of CDOR will permanently cease after June 28, 2024. As a result, the loans will reference to Canadian Overnight Repo Rate Average (“CORRA”) after CDOR’s cessation.

The Company has entered into interest rate swap agreements to manage the risk related to fluctuations in variable interest rates. Interest rate swaps are accounted for as derivatives and recorded at fair value on the consolidated statements of financial position with change in fair value recorded in profit or loss. At December 31, 2023 the notional amount of the Company’s interest rate swap contracts was $28,266,588 (note 11 (a)(i)).

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

9.	Long-term debt (continued):

The term loan agreements require the Company to maintain certain reporting covenants and minimum balances in the reserve fund accounts. As at December 31, 2023, the Company’s subsidiary, 2405799 Ontario Inc. (the “Borrower”), was not in compliance with its financial with its financial covenant to maintain a debt service coverage ratio (“DSCR”) of 1.30 for the four consecutive fiscal quarters. The DSCR for the Borrower was 1.04 as at June 30, 2023. Since the DSCR was below 1.15, all rights of the Borrower to pay Distributions shall cease until such time as the DSCR increases above 1.30 and remains so for four consecutive quarters. On September 7, 2023, the Borrower received a notification letter from its lender that it was in default in the observance of this financial covenant and that the Borrower’s failure to rectify this default by October 7, 2023 to the lender’s satisfaction shall constitute an event of default under the credit agreement, which will entitle the lender to demand repayment of the loan in full. The Borrower made a principal repayment of $550,000 on February 29, 2024 in order for the lender to waive the event of default. The entire balance of loan repayment has been presented as current portion of long-term debt in the consolidated financial statements.

Estimated principal repayments are as follows as at December 31, 2023:

	2023

Year 1	$	5,525,240
Year 2		3,963,936
Year 3		5,185,471
Year 4		5,167,256
Year 5		9,597,237
Year 6 and thereafter		27,078,995
Total	$	56,518,135

10.	Lease obligations:

	2023

Balance, August 11	$	-
Additions		7,579,849
Lease payments		(135,664	)
Interest expense		69,778
Balance, December 31		7,513,963
Current portion		(592,089	)
Non-current portion	$	6,921,874

The following table presents contractual discounted and undiscounted cash flows for lease obligations as at December 31, 2023:

	2024			2025			2026			2027			2028			2029 and thereafter			Total
Lease payments	$	773,620		$	773,620		$	773,620		$	773,620		$	773,620		$	6,498,844		$	10,366,944
Interest expense		(363,185	)		(342,187	)		(320,114	)		(296,912	)		(272,522	)		(1,258,061	)		(2,852,981	)
Net present value	$	410,435		$	431,433		$	453,506		$	476,708		$	501,098		$	5,240,783		$	7,513,963

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

11.	Financial instruments:

The Company as part of its operations carries financial instruments consisting of cash, trade receivables, accounts payable and accruals, loan payable, lease obligations, derivative assets, and long-term debt.

(a)

Fair value:

i.	Level 1:	Quoted prices in active markets for identical assets or liabilities.

ii.	Level 2:	Inputs other than quoted prices that are observable for the asset or liability.

iii.	Level 3:	Inputs for the asset or liability that are not based on observable market data.

The fair value of assets and liabilities are determined using Level 2 inputs. There were no gains or losses recognized in respect of Level 3 fair values from inception date of August 11, 2023 to December 31, 2023.

(i)

Derivative assets for interest rate swaps:

The Company has entered into interest rate swaps to effectively hedge the floating rate term loans into fixed rate arrangements by receiving floating rate and paying fixed rate payments. The fair value of the interest rate swaps is based on discounting estimates of future floating rate and fixed rate cash flows for the remaining term of the interest rate swaps. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Company and of the counterparty.

	Carrying amount
	Notional		Derivative
As at December 31, 2023	amount		assets

Interest rate swaps:
2343461 Ontario Inc.	$	2,671,967	$	168,610
2344215 Ontario Inc.		2,861,399		157,848
2387276 Ontario Inc.		4,678,835		243,995
2387280 Ontario Inc.		2,139,642		130,995
2387281 Ontario Inc.		2,465,898		88,033
2391395 Ontario Inc.		1,379,370		67,565
SHY1 2012 FIT2 Ltd.		2,567,709		164,650
Icarus Whitesand Solar Limited Partnership		1,882,811		102,319
SPN LP 7		5,392,886		142,556
Solar Flow-Through Projects (2014 Subco F2) Ltd.		2,226,071		133,077
	$	28,266,588	$	1,399,648

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

11.	Financial instruments (continued):

(a)

Fair value (continued):

The carrying amounts of cash, trade receivables, accounts payable and accruals, and due to related parties approximate their fair values due to the short-term maturities of these items. The carrying amounts of loan payable and long-term debt approximate their fair value as they are calculated by reference to market rates of interest for similar instruments (Level 2).

(b)

Financial risk management:

(i)

Credit risk:

Confirmations for related party balances have been received and provided to defer any payments until after December 31, 2024. Amounts due from related parties are with entities under common management. The Company has assessed the creditworthiness of its related parties and determined the credit risk to be low.

Trade receivables are due from local electricity utility entities in Ontario, all of which are government entities with high creditworthiness and the Company has determined the credit risk to be low. Cash has low credit risk as it is held by internationally recognized financial institutions.

(ii)

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to that it will have sufficient liquidity to meet liabilities when due by maintaining adequate reserves, banking facilities, and borrowing facilities. As at December 31, 2023, the Company had a working capital surplus of $834,125. All of the Company’s financial liabilities are subject to normal trade terms.

(iii)

Market risk:

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and currency risk.

(A)

Interest rate risk:

The Company is not exposed to interest rate risk as loan payable amounts have fixed rates of interest and long-term debt amounts have fixed interest rates or interest rates are fixed through interest rate swaps (note 11(a)(i)).

(B)

Currency risk:

The Company does not have financial assets or liabilities held in a foreign currency.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

12.	Income taxes:

The provision for income taxes differs from the results which would be obtained by applying the combined Federal and Provincial tax rate of approximately 26.5% to income before taxes. This difference results from the following items:

	From inception date August 11, 2023
	to December 31, 2023

Loss before taxes	$	(7,347,668	)
Effective Canadian statutory tax rate		26.5	%
Expected tax recovery	$	(1,947,132	)

Tax effects of:
Rate differential		30
Permanent and other		346,138
Changes in unrecognized deferred tax assets		38,735
Tax recovery	$	(1,562,229	)

The components of the net deferred tax liabilities as at December 31, 2023 are as follows:

	Balance, Aug 11, 2023		Comprehensive income (loss)			Acquired in a business acquisition			Balance, December 31, 2023
Deferred tax assets:
Lease obligations	$	-	$	(15,481	)	$	1,672,053		$	1,656,572
Non-capital loss carry forward		-		698,313			518,182			1,216,495
		-		682,832			2,190,235			2,873,067
Deferred tax liabilities: Intangible asset		-		-			(9,480,773	)		(9,480,773	)
Solar power systems		-		528,457			(5,814,391	)		(5,285,934	)
Right-of-use assets		-		22,782			(1,627,349	)		(1,604,567	)
Long-term debt		-		(7,550	)		(820,217	)		(827,767	)
Derivative instruments and other				335,708			(571,192	)		(235,484	)
		-		879,397			(18,313,932	)		(17,434,525	)

Net deferred tax liabilities	$	-	$	1,562,229		$	(16,123,697	)	$	(14,561,458	)

As at December 31, 2023, the Company had $4,847,914 of deductible temporary differences that have not been recognized and the Company has non-capital loss carry forwards of $9,439,681 which begin to expire in 2033.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

13.	Related party transactions:

As at December 31, 2023, the Company has due to related parties of $1,434,373 owed to Berkley Renewables Inc., which has a director that is also a director for the Company. The amounts due are unsecured, non-interest bearing and due on demand. As at December 31, 2023, the related parties have confirmed that no repayments are required for amounts due to related parties until after December 31, 2024. Accordingly, due to related party balances are recorded as non-current balances.

Key management includes the Company’s directors and executive officers including its Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. From inception date August 11 to December 31, 2023, the salaries and benefits paid to key management was $263,766.

14.	Share capital:

As at December 31, 2023, the authorized share capital of the Company consisted of an unlimited number of common shares without par value, and 10,000,000 common shares, 783,000 Class A Tracking Shares, 895,000 Class B Tracking Shares, and 866,000 Class C Tracking Shares are issued and outstanding.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

15.	Non-controlling interests:

Summarized financial information for the Company’s subsidiaries that have non-controlling interests (“NCIs”) is set out below. The amounts are before intercompany eliminations.

As at December 31, 2023	Current assets		Non-current assets		Current liabilities			Non-current liabilities			Net assets (liabilities)			Carrying amount of NCI
Icarus Whitesand Solar Limited Partnership	$	374,693	$	3,872,184	$	(81,030	)	$	(2,521,340	)	$	1,644,507		$	246,676
1000234763 Ontario Inc.		675,588		9,005,149		(429,709	)		(5,688,558	)		3,562,470			1,784,802
1000234813 Ontario Inc.		338,063		3,679,359		(953,301	)		(2,105,489	)		958,632			480,276
2387276 Ontario Inc.		1,325,578		10,439,666		(261,217	)		(7,505,528	)		3,998,499			2,003,248
2387280 Ontario Inc.		576,445		3,106,937		(43,265	)		(2,599,708	)		1,040,408			781,437
2387281 Ontario Inc.		674,667		4,181,606		(77,801	)		(3,116,068	)		1,662,404			832,864
2387282 Ontario Inc.		1,813,847		17,807,204		(395,095	)		(12,134,764	)		7,091,191			3,552,687
2391395 Ontario Inc.		346,564		2,290,981		(33,500	)		(1,516,961	)		1,087,084			544,629
SPN LP 7		1,348,519		10,624,449		(101,921	)		(5,759,637	)		6,111,410			3,061,816
2405372 Ontario Inc.		26,693		55,779		(27,046	)		(37,743	)		17,682			8,859
2405402 Ontario Inc.		115,323		2,412,214		(690,263	)		(272,196	)		1,565,078			764,064
2405514 Ontario Inc.		156,032		4,690,138		(128,660	)		(1,938,742	)		2,778,768			1,392,163
2405799 Ontario Inc.		380,029		1,643,897		(158,727	)		(1,786,935	)		78,264			39,210
2467260 Ontario Inc.		83,698		354,375		(356,631	)		(72,854	)		8,588			4,302
2469780 Ontario Inc.		99,355		1,525,693		-			(1,236,160	)		388,888			194,833
2503072 Ontario Inc.		401,529		6,011,851		(351,185	)		(3,697,966	)		2,364,229			1,184,477
2503225 Ontario Inc.		268,913		4,829,838		(669,105	)		(3,450,295	)		979,351			490,655
2503903 Ontario Inc.		425,283		-		(219,929	)		(1,072,465	)		(867,112	)		(436,928	)
Northern Development Solar 2016 Inc.		201,303		1,646,431		(529,755	)		(1,028,556	)		289,423			145,001
Sunshine Solar Ontario 2016 Inc.		253,133		-		(155,797	)		(249,996	)		(152,661	)		(76,482	)
	$	9,885,257	$	88,177,749	$	(5,663,939	)	$	(57,791,962	)	$	34,607,105		$	16,998,589

From inception date August 11, 2023 to December 31, 2023	Net loss and comprehensive loss			Allocated to NCI

Icarus Whitesand Solar Limited Partnership	$	(165,203	)	$	(24,781	)
1000234763 Ontario Inc.		(4,786	)		(2,393	)
1000234813 Ontario Inc.		(840	)		(420	)
2387276 Ontario Inc.		(453,888	)		(227,398	)
2387280 Ontario Inc.		(180,456	)		(135,432	)
2387281 Ontario Inc.		(227,283	)		(113,869	)
2387282 Ontario Inc.		(247,794	)		(124,145	)
2391395 Ontario Inc.		(123,243	)		(61,745	)
SPN LP 7		(503,736	)		(252,372	)
2405372 Ontario Inc.		(2,567	)		(1,286	)
2405402 Ontario Inc.		(121,752	)		(60,998	)
2405514 Ontario Inc.		(178,711	)		(89,534	)
2405799 Ontario Inc.		(93,228	)		(46,707	)
2467260 Ontario Inc.		(157	)		(79	)
2469780 Ontario Inc.		(86,506	)		(43,340	)
2503072 Ontario Inc.		(621,352	)		(311,298	)
2503225 Ontario Inc.		(1,345,464	)		(674,077	)
2503903 Ontario Inc.		(873,366	)		(437,556	)
Northern Development Solar 2016 Inc.		(545,760	)		(273,426	)
Sunshine Solar Ontario 2016 Inc.		(146,650	)		(73,472	)

	$	(5,922,742	)	$	(2,954,325	)

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

16.	General and administrative expenses:

	From inception date August 11, 2023
	to December 31, 2023

Legal fees	$	731,823
Office and administration		530,817
Professional fees		140,070
Rent		26,295

	$	1,429,005

17.	Other expense:

	From inception date August 11, 2023
	to December 31, 2023

Project development fee for FIT5 portfolio	$	(2,980,950	)
Interest income		88,182
CEBA loan interest expense		(49,576	)

	$	(2,942,344	)

During the period ended December 31, 2023, the Company paid $2,980,950 before taxes to a developer of FIT 5 projects (the “Developer”) as a settlement relating to the pre-construction development costs or litigation claims that the Developer may have or may have in the future in respect of twenty-nine FIT 5 projects.

18.	Changes in working capital:

	2023
Trade and other receivables	$	(609,260	)
Prepaid expenses and deposits		255,642
Other assets		42,032
Accounts payable and accruals		673,143

	$	361,557

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

19.	Capital management:

	2023
Long-term debt – non-current portion (note 9)	$	47,155,762
Deficit		(2,831,114	)

	$	44,324,648

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the strategies employed by the Company may include the issuance or repayment of debt, dividend payments, or sale of assets. As at December 31, 2023, the Company’s subsidiary, 2405799 Ontario Inc. (the “Borrower”), was not in compliance with its financial covenant to maintain a debt service coverage ratio (“DSCR”) of 1.30 for the four consecutive fiscal quarters ended. The DSCR for the Borrower was 1.04 as at June 30, 2023. Since the DSCR fell below 1.15, all rights of the Borrower to pay Distributions shall cease until such time as the DSCR increases above 1.30 and remains so for four consecutive quarters. On September 7, 2023, the Borrower received a notification letter from its lender that it was in default in the observance of this financial covenant and that the Borrower’s failure to rectify this default by October 7, 2023 to the lender’s satisfaction shall constitute an event of default under the credit agreement, which will entitle the lender to demand repayment of the loan in full. The borrower has made a principal repayment of $550,000 on February 29, 2024, and as a result, the lender waived the event of default. The entire balance of loan repayment has been presented as current portion of long-term debt in the consolidated financial statements. The Company has determined it will have sufficient funds to meet its current operating and development obligations for at least 12 months from the reporting date. There has not been any significant change in capital management from the prior year.

20.	Contingencies:

Transaction Success Bonus Agreement:

On July 10, 2023, resolutions were passed at the special meetings of the limited partners, which included approval for the Company to pay past and current directors a success bonus in the aggregate amount of $1.3 million upon completion of a going public transaction. This payment will be paid in securities of the Company, cash, or a combination thereof.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

21.	Subsequent events:

On March 19, 2024, the Company entered into a definitive agreement (the “Agreement”) with SolarBank Corporation (Cboe CA:SUNN; NASDAQ:SUUN; FSE:GY2) (“SolarBank”) to sell all of the issued and outstanding common shares of the Company through a plan of arrangement for an aggregate purchase price of up to $41.8 million in an all stock deal (the “Transaction”). The Transaction values the Company at up to $45 million but the consideration payable excludes the common shares of the Company currently held by SolarBank.

Under the terms of the Transaction, SolarBank has agreed to issue up to 5,859,567 common shares for an aggregate purchase price of up to $41.8 million, representing $4.50 per common share of the Company. The number of SolarBank Shares was determined using a 90 trading day volume weighted average trading price as of the date of the Agreement which is equal to $7.14 (the “Agreement Date VWAP”). Through the Transaction, SolarBank will acquire the company’s 70 operating solar power sites, along with its pipeline of battery energy storage projects and electric vehicle charging stations.

The consideration for the Transaction consists of an upfront payment of approximately 3,575,638 SolarBank Shares ($25.53 million) and a contingent payment representing up to an additional 2,283,929 SolarBank Shares ($16.31 million) that will be issued in the form of contingent value rights (“CVRs”). The SolarBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between the Company, the Ontario Independent Electricity System Operator (“IESO”) and the major suppliers for the Company BESS portfolio and the binding terms of the debt financing for the BESS portfolio have been agreed (the “CVR Conditions”). On satisfaction of the CVR Conditions, the independent valuations expert shall revalue the BESS portfolio and SolarBank shall then issue SolarBank Shares having an aggregate value that is equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by the independent valuations expert, plus the sale proceeds of any portion of the BESS portfolio that may be sold, in either case divided by the Agreement Date VWAP. The maximum number of additional shares issued for the CVRs will be 2,283,929 SolarBank Shares.

The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval at a special meeting expected to be held on June 19, 2024 (the “Company Meeting”). Under the terms of the Transaction, the Company shareholders will receive consideration of (i) $25.53 million, representing approximately $2.75 per the Company common share or 0.3845938 of a SolarBank Share for every the Company common share; and (ii) up to $16.31 million in CVRs that may, on satisfaction of the CVR Conditions, be exchanged for SolarBank Shares representing up to approximately $1.75 per the Company common share or up to 0.2456582 of a SolarBank Share for every the Company common share.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Consolidated Financial Statements

From inception date of August 11, 2023 to December 31, 2023

21.	Subsequent events (continued):

shares of the Company to the Company for cancellation and thereafter the receivable shall again be due and owing by the Company to SolarBank. As the return of the common shares to the Company is at the option of SolarBank the issuance of shares has not settled the balance owing to SolarBank by the Company. After conversion of the receivable, SolarBank will hold 1,755,420 common shares of the Company of a total of 11,052,599 common shares.

All SolarBank Shares issued in the Transaction, including SolarBank Shares issued on conversion of the CVRs or the Company Tracking Shares, if any, will be subject to transfer restrictions pursuant to a release schedule as set forth in the table below:

Release date	Percentage
Closing		0	%
6 Months from closing		5	%
12 Months from closing		5	%
18 Months from closing		5	%
24 Months from closing		5	%
27 Months from closing		20	%
30 Months from closing		20	%
33 Months from closing		20	%
36 Months from closing		20	%

In addition to the Company shareholder approval, the Transaction is subject to normal course regulatory approvals and the satisfaction of customary closing conditions. Subject to the satisfaction of these conditions, SolarBank expects that the Transaction will be completed during the second calendar quarter of 2024.

Exhibit 99.6

SOLAR FLOW-THROUGH FUNDS LTD

Combined Consolidated Financial Statements

And Independent Auditor’s Report thereon

For the period January 1, 2023 to October 23, 2023

and year ended December 31, 2022

Expressed in Canadian Dollars

Independent Auditor’s Report

Grant Thornton LLP

Suite 1600

333 Seymour Street

Vancouver, BC

V6B 0A4

T +1 604 687 2711

F +1 604 685 6569

To the Shareholders of Solar Flow-Through Funds Ltd

Opinion

We have audited the combined consolidated financial statements of Solar Flow-Through Funds Ltd (the “Company”), which comprise the combined consolidated statements of financial position as at October 23, 2023 and December 31, 2022, and the combined consolidated statements of income and comprehensive income, changes shareholders’ equity (deficit) and cash flows for the period ended October 23, 2023 and the year ended December 31, 2022, and notes to the combined consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying combined consolidated financial statements present fairly, in all material respects, the financial position of Solar Flow-Through Funds Ltd as at October 23, 2023, and December 31, 2022, and the results of its operations and its cash flows for the period ended October 23, 2023 and the year ended December 31, 2022 in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Combined consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the combined consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Combined Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the combined consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of combined consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the combined consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Audit | Tax | Advisory

Auditor’s Responsibilities for the Audit of the Combined Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the combined consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these combined consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

●	Identify and assess the risks of material misstatement of the combined consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

●	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

●	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

●	Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the combined consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

●	Evaluate the overall presentation, structure and content of the combined consolidated financial statements, including the disclosures, and whether the combined consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Vancouver, Canada

April 25, 2024

Chartered Professional Accountants

Audit | Tax | Advisory
© Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

SOLAR FLOW-THROUGH FUNDS LTD

Combined Consolidated Statements of Financial Position

As at

	Notes	October 23, 2023			December 31, 2022
Assets
Current assets:
Cash		$	29,391,123		$	7,279,920
Trade and other receivables	4		3,262,152			1,847,630
Prepaid expenses and deposits	5		531,970			330,112
			33,185,245			9,457,662
Non-current assets:
Property, plant and equipment	6		70,523,142			74,249,630
Other assets	5		870,263			895,010
Derivative assets	10		2,777,639			2,047,987
			74,171,044			77,192,627
Total assets

Liabilities and Shareholders’ Equity		$	107,356,289		$	86,650,289

Current liabilities:
Accounts payable and accruals		$	13,449,715		$	13,164,919
Loan payable	8		1,207,807			2,264,814
Current portion of long-term debt	7		5,514,189			3,930,198
			20,171,711			19,359,931

Non-current liabilities:
Long-term debt	7		50,769,232			56,348,581
Lease obligations	9		6,980,516			7,262,490
Deferred tax liabilities	11		12,455,254			11,776,063
Due to related parties	12		1,434,379			1,435,225
			71,639,381			76,822,359
Total liabilities		$	91,811,092		$	96,182,290

Shareholders’ equity (Deficit):
Share capital	13		63,226,243			63,227,097
Deficit			(36,503,636	)		(65,995,657	)
			26,722,607			(2,768,560	)
Non-controlling interests	14		(11,177,410	)		(6,763,441	)
Total shareholders’ equity (deficit)			15,545,197			(9,532,001	)
Total liabilities and shareholders’ equity		$	107,356,289		$	86,650,289

Contingencies	19
Subsequent events	20

See accompanying notes to the combined consolidated financial statements.

Approved by the Board:


Matthew Wayrynen, CEO, Director

SOLAR FLOW-THROUGH FUNDS LTD

Combined Consolidated Statements of Income and Comprehensive Income

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

	Notes	October 23, 2023			December 31, 2022

Revenue		$	8,405,698		$	9,430,321
Direct costs			(2,006,908	)		(1,615,955	)
Amortization	6		(3,984,671	)		(4,897,120	)
Gross profit			2,414,119			2,917,246
Operating expenses:
General and administrative	15		(3,676,991	)		(2,812,290	)
Project development (costs) recovery			(112,922	)		114,963
Operating income			(1,375,794	)		219,919
Finance costs			(2,187,211	)		(3,081,658	)
Change in fair value of interest rate swaps			729,653			3,147,431
Other income	16		28,585,576			1,733,423
Income before taxes			25,752,224			2,019,115
Tax expense:
Income tax recovery	11		-			10,076,691
Deferred tax expense	11		(679,190	)		(5,155,479	)
Net income and comprehensive income		$	25,073,034		$	6,940,327

Attributed to:
Common shareholders		$	29,488,663		$	8,090,337
Non-controlling interests	14		(4,415,629	)		(1,150,010	)
		$	25,073,034		$	6,940,327

See accompanying notes to the combined consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Combined Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

	Number of units		Share Capital		Deficit			Non-controlling interests			Total shareholders’ (deficit)
December 31, 2021		679,280	$	63,227,097	$	(74,085,994	)	$	(5,613,431	)	$	(16,472,328	)
Net income and comprehensive income		-		-		8,090,337			(1,150,010	)		6,940,327
December 31, 2022		679,280	$	63,227,097	$	(65,995,657	)	$	(6,763,441	)	$	(9,532,001	)

	Number of common shares			Share Capital			Deficit			Non-controlling interests			Total shareholders’ (deficit) equity
December 31, 2022		679,280		$	63,227,097		$	(65,995,657	)	$	(6,763,441	)	$	(9,532,001	)
Exchange of units		(679,280	)		-			-			-			-
Common shares issued Net income and		10,000,000			-			-			-			-
comprehensive income		-			-			29,488,663			(4,415,629	)		25,073,034
Subsidiary dissolution		-			(854	)		3,358			1,660			4,164
October 23, 2023		10,000,000		$	63,226,243		$	(36,503,636	)	$	(11,177,410	)	$	15,545,197

SOLAR FLOW-THROUGH FUNDS LTD

Combined Consolidated Statements of Cash Flows

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

	Notes	October 23, 2023			December 31, 2022

Cash provided by (used in):

Operating activities:
Net income		$	25,073,034		$	6,940,327
Add back non-cash items:
Amortization	6		3,984,671			4,897,120
Finance costs			2,187,211			3,081,658
Change in fair value of interest rate swaps			(729,653	)		(3,147,431	)
Lease interest expense	9		312,939			400,966
Other income			-			(1,817,568	)
Income tax recovery	11		-			(10,076,691	)
Deferred tax expense	11		679,190			5,155,479
Changes in working capital	17		(1,184,123	)		(504,081	)
			30,323,269			4,929,779

Investing activities:
Acquisition of solar power systems			-			(226,243	)
Acquisition of battery energy storage systems	6		(353,683	)		-
Disposal of solar power systems			-			610,031
			(353,683	)		383,788

Financing activities:			(6,182,569	)		(6,246,111	)
Net repayment of long-term debt
Net Repayment of loan payable			(1,057,007	)		-
Repayment of lease obligations	9		(617,961	)		(741,953	)
Decrease in due to related parties			(846	)		(2	)
			(7,858,383	)		(6,988,066	)

Increase (decrease) in cash			22,111,203			(1,674,499	)
Cash, beginning of period			7,279,920			8,954,419
Cash, end of period		$	29,391,123		$	7,279,920

See accompanying notes to the combined consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

1.	Nature of operations:

Solar Flow-Through Funds Ltd (the “Company”) is engaged in the development and operation of solar photovoltaic power generation projects, battery energy storage systems and electric vehicle charging stations in Canada and the US. The address of the registered office of the Company is Suite 900 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1.

2.	Basis of preparation:

(a)

Statement of compliance and basis of presentation:

These combined consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

These combined consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss (“FVTPL”), which are stated at their fair value.

These combined consolidated financial statements were authorized for issue by the Board of Directors on April 25, 2024.

The Company as presented in these combined consolidated financial statements is a not a legal group. It represents the combination of nine general partners, nine management companies, which were amalgamated into one consolidated management company during the period; and nine limited partnerships and their subsidiaries described in Note 2(b), which were dissolved into a corporation during the period (collectively now referred to as “the Company”). The Company is under the common ownership, directly or indirectly, of Berkley Renewables Inc. The Company’s financial statements have been prepared on a combined consolidated basis in support of the transaction described above. During the period ended October 23, 2023, the Company commenced a corporate reorganization between nine general partners, nine management companies and nine limited partnerships (the “Group”), including all entities controlled the Group, culminating in the completion of an amalgamation, on October 23, 2023, of the Group into a single corporate entity. For the periods presented in the combined consolidated financial statements, the individual entities combined were under common control.

(b)

Basis of consolidation:

(i)

Subsidiaries:

These combined consolidated financial statements include the financial statements of the Company and its subsidiaries for which it has a controlling interest. The Company controls an entity when it is exposed to, or has rights to, variable returns from its investment with the entity and has the ability to affect those returns through its power over the entity. All intercompany balances and transactions are eliminated upon consolidation.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

2.	Basis of preparation (continued):

(b)

Basis of consolidation (continued):

(i)

Subsidiaries (continued):

The method of accounting applied to the preparation of the combined consolidated financial statements is consolidation. Details of the Company’s ownership interests in its subsidiaries are as follows:

Name	Ownership interest
Solar High Yield Projects #1 Ltd.		100.00	%
2344215 Ontario Inc.		100.00	%
SHY1 2012 FIT2 Ltd.		100.00	%
2343461 Ontario Inc.		100.00	%
Icarus Whitesand Solar Limited Partnership		85.00	%
2387276 Ontario Inc.		49.90	%
2387280 Ontario Inc.		24.95	%
2387281 Ontario Inc.		49.90	%
2387282 Ontario Inc.		49.90	%
2391395 Ontario Inc.		49.90	%
SPN LP 7		49.90	%
1000234763 Ontario Inc.		50.00	%
1000234813 Ontario Inc.		50.00	%
Solar Flow-Through Project #1 (2013) Ltd.		100.00	%
2405402 Ontario Inc.		49.90	%
2405514 Ontario Inc.		49.90	%
2467260 Ontario Inc.		49.90	%
Solar Flow-Through (2014) Ltd.		100.00	%
Solar Flow-Through Projects (2014 Subco F2) Ltd.		100.00	%
Solar Flow-Through (2015) Ltd.		100.00	%
2405372 Ontario Inc.		49.90	%
2469780 Ontario Inc.		49.90	%
2405799 Ontario Inc.		49.90	%
SFF Solar (2015) Ltd.		100.00	%
Solar Flow-Through (2016) Ltd.		100.00	%
2503072 Ontario Inc.		49.90	%
2503225 Ontario Inc.		49.90	%
2503903 Ontario Inc.		49.90	%
Northern Development Solar 2016 Inc.		49.90	%
Sunshine Solar Ontario 2016 Inc.		49.90	%
Solar Flow-Through (2017-I) Ltd.		100.00	%
Solar Flow-Through (2017-A) Ltd.		100.00	%
Solar Flow-Through (2018-I) Ltd.		100.00	%
Solar Flow-Through (2018-A) Ltd.		100.00	%
15155355 Canada Inc.		100.00	%
Sustainable Energies Corporation		100.00	%
Sustainable Energies OR LLC		100.00	%
Sustainable Energies CA LLC		100.00	%
Sustainable Energies VA LLC		100.00	%

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

2.	Basis of preparation (continued):

(b)

Basis of consolidation (continued):

(ii)

Functional and presentation currency:

The functional currency of the Company and its subsidiaries is the Canadian dollar. The condensed consolidated financial statements are presented in Canadian dollars.

3.	Material accounting policies:

(a)

Property, plant and equipment:

Property, plant and equipment are comprised of solar power system assets, battery energy storage systems, right-of-use assets, and project development assets relating to projects that are owned and operated by the Company. Property, plant and equipment are stated at cost less accumulated amortization. Project development assets relate primarily to direct costs incurred in various stages of development prior to the commencement of operations of projects. For self-developed projects, the cost capitalized is the amount of the expenditure incurred for the engineering, procurement, and construction of the system. For projects acquired from third parties, the cost includes the consideration transferred and certain direct acquisition costs. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. Initial recognition of right-of-use assets are disclosed in note 3(f). Initial and subsequent recognition of project development assets costs are disclosed in note 3(b).

When solar power systems are retired, or otherwise disposed of, the cost and accumulated amortization are removed from the condensed interim consolidated statements of financial position and any resulting gain or loss is included in profit or loss for the respective period. Amortization commences when the solar power systems reach commercial operation and is recognized using the straight-line method over the useful life of 20 years.

(b)

Project development costs:

Project development assets represent costs incurred for the acquisition and development of prospective projects. Project development costs are capitalized from the date a power purchase agreement is awarded, which is when the Company can demonstrate the availability of resources to complete the project and the technical feasibility of completing the project so that it will be available for use. Project development costs are initially capitalized as project development assets. Costs are reclassified to project development assets as part of solar power systems or battery energy storage systems, and amortization commences when the last project in a portfolio of projects has reached the date of commercial operation. Project development assets are amortized using the straight-line method over the useful life of the underlying projects ranging from 20 to 22 years. Any project development costs incurred prior to the contract award date are expensed due to uncertainties surrounding the project. Project development costs are written off in the period if the project is abandoned.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(c)

Revenue recognition:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

(d)

Financial instruments:

(i)

Financial assets:

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(d)

Financial instruments (continued):

(i)

Financial assets (continued):

(A)

Financial assets at fair value through profit or loss:

A financial asset is measured at FVTPL if it is held-for-trading, is a derivative, is designated as such upon initial recognition, or does not meet the criteria for amortized cost method.

(B)

Financial assets at amortized cost:

	●	contingent events that would change the amount or timing of cash flows;

	●	terms that may adjust the contractual coupon rate, including variable-rate features;

	●	prepayment and extension features; and

	●	terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(d)

Financial instruments (continued):

(ii)

Financial liabilities:

(A)

Financial liabilities at fair value through profit or loss:

Financial liabilities are classified at FVTPL if they are held for trading or are derivative liabilities. The Company’s financial liabilities at FVTPL are comprised of derivative liabilities.

(B)

Financial liabilities at amortized cost:

(C)

Derecognition and modification:

In the event the modification of the contractual cash flows of a financial instrument does not result in derecognition, the amortized cost of the instrument is recalculated as the present value of the estimated future contractual cash flows discounted at the financial instrument’s original effective interest rate. The adjustment is recognized in profit or loss.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(d)

Financial instruments (continued):

(iii)

Determination of fair value

(iv)

Expected credit losses:

(e)

Income taxes:

Income tax represents current tax and deferred tax. The Company’s subsidiaries record current tax based on the taxable income for the period calculated using tax rates that have been enacted or substantively enacted by the reporting / date. Deferred income taxes are accounted for using the asset-liability method. The asset-liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred income tax assets and liabilities are determined for each temporary difference based on enacted or substantially enacted tax rates that are expected to be in effect when the underlying items are expected to be realized. The effect of a change in tax rates or tax legislation is recognized in the period of substantive enactment. Deferred tax assets, such as non-capital loss carryforwards, are recognized to the extent it is probable that taxable income will be available against which the asset can be utilized.

(f)

Leases:

The Company is granted and permitted to use the selected property area for purposes of installing, maintaining, operating, repairing, replacing and removing solar generation equipment to provide solar electricity generation under the Feed-In Tariff (“FIT”) contracts. The Company recognizes a right-of-use asset and a lease obligation at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease obligation adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(f)

Leases (continued):

The lease term as defined under the FIT contracts shall expire on the day prior to the twentieth anniversary of the Milestone Commercial Operation Date. If the lease commencement date has not been achieved by twelve-month anniversary of the date of the lease, then at any time thereafter, either parties shall have the right to terminate the lease and the lease will terminate on the date that is fifteen days following the date of notification of termination given by the terminating party to the non-terminating party. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease obligation. The lease obligation is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease obligation is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment of whether it will exercise an extension or termination option.

When the lease obligation is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in the combined consolidated statements of income and comprehensive income if the carrying amount of the right-of-use asset has been reduced to zero.

(g)

Impairment of non-financial assets:

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(h)

Significant accounting judgments and estimates:

The preparation of combined consolidated financial statements requires management to use accounting estimates and exercise judgment in the process of applying its accounting policies. Actual results may differ from the estimates and assumptions used in preparing these combined consolidated financial statements. Estimates and judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of combined consolidated financial statements:

(i)

Common control:

Significant judgement is required in order to assess whether the Company is under common control. Refer to note 3 (h)(v) for further details on the factors considered in determining control. In preparing combined consolidated financial statements, management needs to exercise judgement in determining the appropriate accounting policies and the boundary of the reporting entity, such as primary users, reasons why the combined consolidated financial statements are being prepared and legal and regulatory requirements in which the combined consolidated financial statements will be released.

(ii)

Project development assets:

(iii)

Impairment of non-financial assets:

The application of the Company’s accounting policy for impairment of solar power systems impairment indicators includes consideration of both external and internal sources of information, including factors such as market and economic conditions, forecasts, capital has assessed impairments indicators include consideration of both external and internal sources of information, including factors such as market and economic conditions, forecasts, capital expenditure requirements, future operating costs, and production volumes. Management has assessed impairment indicators on the Company’s solar power systems and has concluded that no impairment indicators exist as at October 23, 2023.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(h)

Significant accounting judgments and estimates (continued):

(iv)

Taxes:

The Company accounts for differences that arise between the carrying amount of assets and liabilities and their tax bases in accordance with IAS 12, Income Taxes, which requires deferred income tax assets only to be recognized to the extent that it is probable that future taxable profits will be available against which the deferred income tax assets can be utilized. The Company estimates future taxable profits based on financial models and projections. Any change to the estimates and assumptions used for the key operational and financial variables could affect the amount of deferred income tax assets recognized by the Company. Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period.

(v)

Consolidation:

The Company applies judgment in determining control over certain entities where the Company holds less than 50% of equity ownership. The judgment is based on a review of all contractual agreements to determine if the Company has control over the activities, projects, and financial and operating policies of the entities. The Company has included the results of nine general partners, a consolidated management company, and a corporation, which are under common control. The Company considered its aggregate economic interest in each of those entities along with other parties’ rights, including kick-out rights, and concluded that the Company is exercising its control as a principal.

(v)

Lease discount rates:

(vi)

Amendments to existing accounting standards:

(A)

New standards and interpretations:

The following new standards and interpretations have been adopted since the release of the Company’s financial statements for the year ended December 31, 2022.

Disclosure of accounting policies (amendments to IAS 1):

The IASB has issued amendments to IAS 1 Presentation of Financial Statements which require entities to disclose their “material” accounting policy information rather than their “significant” accounting policies.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(h)

Significant accounting judgments and estimates (continued):

(vi)

Amendments to existing accounting standards (continued):

(A)

New standards and interpretations (continued):

Disclosure of accounting policies (amendments to IAS 1) (countinued):

The amendments explain that accounting policy information is material if omitting, misstating or obscuring that information could reasonably be expected to influence decisions that the primary users of the financial statements make on the basis of those financial statements. The amendments also clarify that accounting policy information may be material because of its nature, even if the related amounts are immaterial. This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The adoption of these amendments did not have a significant impact on the Company’s Financial Statements.

Definition of accounting estimates (amendments to IAS 8):

The IASB has issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors which introduce a definition of accounting estimates and provide other clarifications to help entities distinguish accounting policies from accounting estimates. Under the amendments, accounting estimates are defined as “monetary amounts in financial statements that are subject to measurement uncertainty”. The amendments also emphasize that a change in an accounting estimate that results from new information or new developments is not an error correction, and that changes in an input or a measurement technique used to develop an accounting estimate are considered changes in accounting estimates if those changes in an input or measurement technique are not the result of an error correction. This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The adoption of these amendments did not have a significant impact on the Company’s Financial Statements.

Deferred tax related to assets and liabilities arising from a single transaction (amendments to IFRS 1 and IAS 12):

The IASB has issued amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards and IAS 12 Income Taxes which clarify that the initial recognition exemption set out in IAS 12 does not apply to transactions that give rise to equal taxable and deductible temporary differences. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations. This amendment is effective for annual periods beginning on or after January 1, 2023. Earlier application is permitted. The adoption of these amendments did not have a significant impact on the Company’s Financial Statements.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

3.	Material accounting policies (continued):

(h)

Significant accounting judgments and estimates (continued):

(vi)

Amendments to existing accounting standards (continued):

(B)

Amendment to standard not yet adopted

Following is the new amendment to a standard issued by the IASB which is applicable to the Company’s financial statements:

Classification of liabilities as current or non-current (amendments to IAS 1):

Classification of liabilities as current or non-current (amendments to IAS 1) (continued):

	●	clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period”

	●	clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability

	●	make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

4.	Trade and other receivables:

	October 23, 2023		December 31, 2022
GST/HST receivable	$	1,393,168	$	1,339,541
Trade receivables		1,868,984		508,089
	$	3,262,152	$	1,847,630

5.	Prepaid expenses and deposits:

	October 23, 2023		December 31, 2022
Prepaid rent	$	165,174	$	82,825
Other prepaid expenses		153,958		157,725
Prepaid insurance		109,882		71,062
Prepaid operation and maintenance		84,456		-
Contract application deposits		18,500		18,500
	$	531,970	$	330,112

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

5.	Prepaid expenses and deposits (continued):

As at October 23, 2023, the non-current portion of prepaid rent of $870,263 (December 31, 2022 – $895,010) is presented as other assets.

6.	Property, plant and equipment:

	Solar power system assets			Battery energy storage systems		Right-of- use assets			Royalty contract assets		Project development assets		Total
Cost:
Balance, January 1, 2022	$	58,329,379		$	-	$	9,314,959		$	121,873	$	30,530,328	$	98,296,539
Additions		226,243			-		-			-		-		226,243
Disposals		(475,493	)		-		(93,869	)		-		-		(569,362	)
Balance,
December 31, 2022	$	58,080,129		$	-	$	9,221,090		$	121,873	$	30,530,328	$	97,953,420
Additions		-			335,186		-			-		18,497		353,683
Disposals		(95,500	)		-		-			-		-		(95,500	)
Balance,
October 23, 2023	$	57,984,629		$	335,186	$	9,221,090		$	121,873	$	30,548,825	$	98,211,603

	Solar power system assets			Battery energy storage systems		Right-of- use assets			Royalty contract assets		Project development assets		Total
Accumulated amortization:
Balance, January 1, 2022	$	11,890,825		$	-	$	1,505,676		$	27,405	$	5,551,356	$	18,975,262
Disposals		(151,181	)		-		(17,411	)		-		-		(168,592	)
Amortization		2,851,917			-		512,598			6,090		1,526,515		4,897,120
Balance,
December 31, 2022	$	14,591,561		$	-	$	2,000,863		$	33,495	$	7,077,871	$	23,703,790
Amortization		2,324,094			-		415,334			4,948		1,240,295		3,984,671
Balance,
October 23, 2023	$	16,915,655		$	-	$	2,416,197		$	38,443	$	8,318,166	$	27,688,461
Net book value,
December 31, 2022	$	43,488,568		$	-	$	7,220,227		$	88,378	$	23,452,457	$	74,249,630
Net book value,
October 23, 2023	$	41,068,974		$	335,186	$	6,804,893		$	83,430	$	22,230,659	$	70,523,142

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

7.	Long-term debt:

	October 23, 2023			December 31, 2022
Balance, January 1	$	61,346,484		$	64,585,280
Proceeds from long-term debt		-			1,000,000
Interest expense		2,186,850			3,044,488
Repayment of principal		(4,022,389	)		(4,238,796	)
Interest payments		(2,186,850	)		(3,044,488	)
		57,324,095			61,346,484
Deferred fees on long-term debt		(1,040,674	)		(1,067,705	)
Balance, Ending		56,283,421			60,278,779
Current portion		(5,514,189	)		(3,930,198	)
Non-current portion	$	50,769,232		$	56,348,581

As at October 23, 2023, the Company had 51 term loans secured by the underlying solar power system assets. The loans have interest payable quarterly with variable interest rates ranging from 1.56% plus Canadian Dollar Offering Rate (“CDOR”) to 3.34% plus CDOR and with fixed interest rates ranging from 4.45% to 6.06%. The effective interest rates range from 4.45% to 6.06% with principal and interest payments over the term range from 3 to 17 years, maturing between 2026 and 2040. The calculation and publication of CDOR will permanently cease after June 28, 2024. As a result, the loans will reference to Canadian Overnight Repo Rate Average (“CORRA”) after CDOR’s cessation.

The Company has entered into interest rate swap agreements to manage the risk related to fluctuations in variable interest rates. Interest rate swaps are accounted for as derivatives and recorded at fair value on the combined consolidated statements of financial position with change in fair value recorded in profit or loss. At October 23, 2023 the notional amount of the Company’s interest rate swap contracts was $28,733,132 (December 31, 2022 – $30,357,804) (note 10 (a)(i)).

The term loan agreements require the Company to maintain certain reporting covenants and minimum balances in the reserve fund accounts. As at October 23, 2023, the Company’s subsidiary, 2405799 Ontario Inc. (the “Borrower”), was not in compliance with its financial covenant to maintain a debt service coverage ratio (“DSCR”) of 1.30 for the four consecutive fiscal quarters ended. The DSCR for the Borrower was 1.04 as at June 30, 2023. Since the DSCR fell below 1.15, all rights of the Borrower to pay Distributions shall cease until such time as the DSCR increases above 1.30 and remains so for four consecutive quarters. On September 7, 2023, the Borrower received a notification letter from its lender that it was in default in the observance of this financial covenant and that the Borrower’s failure to rectify this default by October 7, 2023 to the lender’s satisfaction shall constitute an event of default under the credit agreement, which will entitle the lender to demand repayment of the loan in full. The borrower has made a principal repayment of $550,000 on February 29, 2024, and as a result, the lender waived the event of default. The entire balance of loan repayment has been presented as current portion of long-term debt in the combined consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

7.	Long-term debt (continued):

Estimated principal repayments are as follows as at:

	October 23, 2023		December 31, 2022
Year 1	$	5,514,189	$	3,930,198
Year 2		3,941,636		4,832,639
Year 3		5,170,339		4,045,973
Year 4		5,220,362		5,270,290
Year 5		8,994,654		5,249,328
Year 6 and thereafter		28,482,915		38,018,056
Total	$	57,324,095	$	61,346,484

8.	Loan payable:

For the period January 1, 2023 to October 23, 2023, the Company had 32 (Year ended December 31, 2022 – 60 CEBA loans) Canada Emergency Business Account loans (“CEBA loans”) from the Government of Canada for a total of $1,920,000 (Year ended December 31, 2022 – $3,600,000). The CEBA loans have 0% interest and no repayment required before January 18, 2024. If the principal amount of $1,280,000 is repaid by January 18, 2024, the remaining principal of $640,000 will be forgiven. If the CEBA loans remain outstanding after January 18, 2024, only interest payments at 5% per annum are required until full principal is due on December 31, 2026. During the period January 1, 2023 to October 23, 2023, the Company has made the repayment of $1,120,000 for 28 CEBA loans.

Loan payable is recognized in accordance with IFRS 9, Financial Instruments, as a financial liability at amortized cost. The benefit of the market rate shall be measured as the difference between the initial carrying value of the loan (being the present value of a similar loan at market rates) and the proceeds received. For the period January 1, 2023 to October 23, 2023, the Company had the carrying value of the CEBA loans at $1,207,807 (Year ended December 31, 2022 – $ 2,264,814), using a discount rate of 6%, which was the estimated rate for a similar loan without the interest-free component. The remaining difference of $72,202 (Year ended December 31, 2022 – $135,379) was accreted to loan payable over the term of the CEBA loan and offset to other income on the combined consolidated statements of income and comprehensive income. For the period January 1, 2023 to October 23, 2023, accretion expense reversed for the CEBA loans was $63,177 (Year ended December 31, 2022 – $nil) due to the repayment of the loans.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

9.	Lease obligations:

	October 23, 2023			December 31, 2022

Balance, January 1	$	7,884,871		$	8,308,130
Derecognition of lease obligations		-			(82,272	)
Lease payments		(617,961	)		(741,953	)
Interest expense		312,939			400,966
Balance, Ending		7,579,849			7,884,871
Current portion		(599,333	)		(622,381	)
Non-current portion	$	6,980,516		$	7,262,490

The current portion of lease obligations are presented within accounts payable and accruals.

The following table presents contractual discounted and undiscounted cash flows for lease obligations as at October 23, 2023:

	2023			2024			2025			2026			2027			2028 and thereafter			Total
Lease payments	$	135,665		$	773,620		$	773,620		$	773,620		$	773,620		$	7,272,464		$	10,502,609
Interest expense		(69,778	)		(363,185	)		(342,187	)		(320,114	)		(296,912	)		(1,530,584	)		(2,922,760	)
Net present value	$	65,887		$	410,435		$	431,433		$	453,506		$	476,708		$	5,741,880		$	7,579,849

10.	Financial instruments:

The Company as part of its operations carries financial instruments consisting of cash, trade receivables, accounts payable and accruals, loan payable, due to related parties, derivative assets, and long-term debt.

(a)

Fair value:

	i.	Level 1: Quoted prices in active markets for identical assets or liabilities.

	ii.	Level 2: Inputs other than quoted prices that are observable for the asset or liability.

	iii.	Level 3: Inputs for the asset or liability that are not based on observable market data.

The carrying amounts of cash, trade receivables, accounts payable and accruals approximate their fair values due to the short-term maturities of these items. The carrying amounts of loan payable and long-term debt approximate their fair value as they are calculated by reference to market rates of interest for similar instruments (Level 2).

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

10.	Financial instruments (continued):

(a)

Fair value (continued):

The fair value of assets and liabilities are determined using Level 2 inputs. There were no gains or losses recognized in respect of Level 3 fair values during the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022.

(i)

Derivative assets for interest rate swaps:

	Carrying amount Notional
			Derivative
As at October 23, 2023	amount		assets

Interest rate swaps:
2343461 Ontario Inc.	$	2,707,460	$	265,370
2344215 Ontario Inc.		2,890,170		268,337
2387276 Ontario Inc.		4,816,090		503,091
2387280 Ontario Inc.		2,254,243		254,519
2387281 Ontario Inc.		2,450,350		226,169
2391395 Ontario Inc.		1,393,062		144,667
SHY1 2012 FIT2 Ltd.		2,641,257		269,138
Icarus Whitesand Solar Limited Partnership		1,932,333		175,597
SPN LP 7		5,358,881		446,638
Solar Flow-Through Projects (2014 Subco F2) Ltd.		2,289,286		224,113
	$	28,733,132	$	2,777,639

	Carrying amount Notional
			Derivative
As at December 31, 2022	amount		assets

Interest rate swaps:
2343461 Ontario Inc.	$	2,887,056	$	224,464
2344215 Ontario Inc.		3,092,493		220,742
2387276 Ontario Inc.		5,006,106		359,572
2387280 Ontario Inc.		2,290,027		188,476
2387281 Ontario Inc.		2,626,231		140,889
2391395 Ontario Inc.		1,477,088		102,500
SHY1 2012 FIT2 Ltd.		2,787,034		226,760
Icarus Whitesand Solar Limited Partnership		2,026,061		138,434
SPN LP 7		5,748,192		261,145
Solar Flow-Through Projects (2014 Subco F2) Ltd.		2,417,516		185,005
	$	30,357,804	$	2,047,987

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

10.	Financial instruments (continued):

(b)

Financial risk management:

(i)

Credit risk:

Confirmations for related party balances have been received and provided to defer any payments until after October 1, 2024. Amounts due from related parties are with entities under common management. The Company has assessed the creditworthiness of its related parties and determined the credit risk to be low.

(ii)

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to that it will have sufficient liquidity to meet liabilities when due by maintaining adequate reserves, banking facilities, and borrowing facilities. As at October 23, 2023, the Company had a working capital surplus of $13,013,534 (December 31, 2022 deficit – $9,902,269). All of the Company’s financial liabilities are subject to normal trade terms.

(iii)

Market risk:

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and currency risk.

(A)

Interest rate risk:

(B)

Currency risk:

The Company does not have financial assets or liabilities held in a foreign currency.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

11.	Income taxes:

The provision for income taxes differs from the results which would be obtained by applying the combined Federal and Provincial tax rate of approximately 26.5% (December 31, 2022 – 26.5%) to income before taxes. This difference results from the following items:

	October 23, 2023			December 31, 2022

Income before taxes	$	25,752,224		$	2,860,289
Effective Canadian statutory tax rate		26.5	%		26.5	%
Expected tax expense	$	6,824,339		$	757,977
Tax effects of:
Rate differential		(829,450	)		(886,798	)
Permanent and other		(8,541,667	)		282,450
Changes in unrecognized deferred tax assets		3,225,968			(5,074,841	)
Tax expense (recovery)	$	679,190		$	(4,921,212	)

The components of the net deferred tax assets and liabilities are as follows:

	October 23, 2023			December 31, 2022
Deferred tax assets:
Lease obligations	$	1,672,053		$	1,737,047
Non-capital loss carry forward		518,182			1,088,383
		2,190,235			2,825,430
Deferred tax liabilities:
Solar power systems		(6,544,204	)		(6,210,275	)
Project development assets		(5,891,126	)		(6,214,901	)
Right-of-use assets		(1,627,349	)		(1,726,408	)
Derivative instruments and other		(571,183	)		(436,828	)
Long-term debt		(11,627	)		(13,081	)
		(14,645,489	)		(14,601,493	)
Net deferred tax liabilities	$	(12,455,254	)	$	(11,776,063	)

As at October 23, 2023, the Company had $4,523,903 (December 31, 2022 – $5,376,262) of deductible temporary differences that have not been recognized and the Company has non-capital loss carry forwards of $6,507,120 (December 31, 2022 – $13,016,847) which begin to expire in 2033. For the period January 1, 2023 to October 23, 2023, the Company recognized current tax of nil. For the year ended December 31, 2022, the Company recognized a current tax recovery of $10,076,691 due to a change in estimate of its calculation of a royalty amount owing between the Partnership’s subsidiaries pursuant to funding and royalty agreements.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

12.	Related party transactions:

As at October 23, 2023, the Company has due to related parties of $1,434,379 (December 31, 2022 - $1,435,225) owed to Berkley Renewables Inc., which has an 83.25% of the ownership interest in the nine general partners and consolidated management company. The amounts due are unsecured, non-interest bearing and due on demand. As at October 23, 2023, the related parties have confirmed that no repayments are required for amounts due to related parties until after November 1, 2024. Accordingly, due to related party balances are recorded as non-current balances.

Key management includes the Company’s directors and executive officers including its Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. For the period January 1, 2023 to October 23, 2023, the salaries and benefits paid to key management was $762,290 (Year ended December 31, 2022 – $807,542).

13.	Share capital:

As at October 23, 2023, the authorized share capital of the Company consisted of an unlimited number of common shares without par value, and 10,000,000 common shares, 565,999 Class A Tracking Shares, 641,998 Class B Tracking Shares, and 649,001 Class C Tracking Shares are issued and outstanding.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

14.	Non-controlling interests:

Summarized financial information for the Company’s subsidiaries that have non-controlling interests (“NCIs”) is set out below. The amounts are before intercompany eliminations. As at October 23, 2023, the subsidiaries have shareholder resolutions where 100% of the pre- construction development costs (“PCDCs”) is distributed to their parent companies, which has resulted in the equity adjustment in the table below.

As at October 23, 2023	Current assets		Non-current assets		Current liabilities		Non-current liabilities		Net assets (liabilities)			Equity adjustment			Carrying amount of NCI

Icarus Whitesand Solar Limited Partnership	$	451,667	$	1,907,817	$	299,938	$	2,424,901	$	(365,355	)	$	-		$	(37,593	)
1000234763 Ontario Inc.		47,544		379,823		166,220		372,425		(111,278	)		-			(55,639	)
1000234813 Ontario Inc.		23,524		218,860		83,110		183,071		(23,797	)		-			(11,899	)
2387276 Ontario Inc.		1,571,495		8,030,082		805,455		8,885,801		(89,679	)		(127,750	)		(108,932	)
2387280 Ontario Inc.		672,104		2,107,320		294,659		2,870,353		(385,588	)		-			(311,839	)
2387281 Ontario Inc.		667,591		2,904,585		338,172		3,432,394		(198,390	)		-			(99,393	)
2387282 Ontario Inc.		1,963,524		10,101,792		1,229,132		12,246,070		(1,409,886	)		(637,513	)		(1,027,988	)
2391395 Ontario Inc.		368,339		1,797,686		213,618		2,270,796		(318,389	)		-			(159,513	)
SPN LP 7		1,430,527		5,732,522		719,776		5,135,066		1,308,207			-			655,463
2405372 Ontario Inc.		69,043		-		48,794		-		20,249			(43,251	)		(11,273	)
2405402 Ontario Inc.		829,376		3,568,431		764,941		5,051,334		(1,418,468	)		(2,674,051	)		(2,032,650	)
2405514 Ontario Inc.		205,988		5,343,279		404,611		6,119,903		(975,247	)		(519,455	)		(750,249	)
2405799 Ontario Inc.		402,108		3,137,466		314,608		4,227,782		(1,002,816	)		(611,377	)		(808,711	)
2467260 Ontario Inc.		475,974		-		432,119		35,110		8,745			(1,520,327	)		(757,302	)
2469780 Ontario Inc.		100,652		2,609,374		146,978		3,477,608		(914,559	)		(28,576	)		(456,180	)
2503072 Ontario Inc.		421,431		6,712,343		626,041		7,290,881		(783,149	)		(1,105,457	)		(946,192	)
2503225 Ontario Inc.		772,358		7,199,374		868,859		8,619,609		(1,516,736	)		(2,366,182	)		(1,945,342	)
2503903 Ontario Inc.		310,747		-		295,417		14,077		1,253			(994,801	)		(495,262	)
Northern Development Solar 2016 Inc.		652,449		3,595,905		652,760		4,360,109		(764,515	)		(2,109,914	)		(1,440,089	)
Sunshine Solar Ontario 2016 Inc.		233,211		-		231,285		7,937		(6,011	)		(746,139	)		(376,827	)
	$	11,669,652	$	65,346,659	$	8,936,493	$	77,025,227	$	(8,945,409	)	$	(13,484,793	)	$	(11,177,410	)

For the period January 1, 2023 to October 23, 2023	Net income (loss) and comprehensive income (loss)			Allocated to NCI

Icarus Whitesand Solar Limited Partnership	$	466,445		$	64,639
1000234763 Ontario Inc.		(111,478	)		(55,639	)
1000234813 Ontario Inc.		(23,997	)		(11,899	)
2387276 Ontario Inc.		(163,469	)		(81,898	)
2387280 Ontario Inc.		(5,344	)		(4,011	)
2387281 Ontario Inc.		(51,737	)		(25,921	)
2387282 Ontario Inc.		(1,348,425	)		(675,561	)
2391395 Ontario Inc.		9,668			4,844
SPN LP 7		2,229,898			1,117,179
2405372 Ontario Inc.		(43,291	)		(21,689	)
2405402 Ontario Inc.		(2,250,226	)		(1,134,863	)
2405514 Ontario Inc.		936,436			469,155
2405799 Ontario Inc.		(988,062	)		(495,019	)
2467260 Ontario Inc.		(1,523,323	)		(763,185	)
2469780 Ontario Inc.		159,329			79,824
2503072 Ontario Inc.		(556,335	)		(278,724	)
2503225 Ontario Inc.		(1,735,258	)		(869,364	)
2503903 Ontario Inc.		(990,577	)		(496,279	)
Northern Development Solar 2016 Inc.		(1,706,357	)		(854,885	)
Sunshine Solar Ontario 2016 Inc.		(763,140	)		(382,333	)
	$	(8,459,243	)	$	(4,415,629	)

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

14.	Non-controlling interests (continued):

As at December 31, 2022	Current assets		Non- current assets		Current liabilities		Non- current liabilities		Net assets (liabilities)			Carrying amount of NCI

Icarus Whitesand Solar Limited Partnership	$	417,848	$	2,021,890	$	245,013	$	3,021,197	$	(826,472	)	$	(102,232	)
2387276 Ontario Inc.		1,110,076		8,314,710		631,496		8,847,251		(53,961	)		(27,034	)
2387278 Ontario Inc.		1,282		-		-		4,596		(3,314	)		(1,660	)
2387280 Ontario Inc.		450,387		2,161,145		218,501		2,773,274		(380,244	)		(307,828	)
2387281 Ontario Inc.		590,799		2,981,233		267,524		3,451,161		(146,653	)		(73,473	)
2387282 Ontario Inc.		1,111,286		10,653,264		1,172,238		11,291,286		(698,974	)		(352,426	)
2391395 Ontario Inc.		284,459		1,854,442		124,433		2,342,524		(328,057	)		(164,357	)
SPN LP 7		1,373,994		5,867,743		454,289		7,709,138		(921,690	)		(461,716	)
2405372 Ontario Inc.		18,790		1,500		-		-		20,290			10,416
2405402 Ontario Inc.		26,264		3,765,665		10,126		5,576,595		(1,794,792	)		(897,787	)
2405514 Ontario Inc.		72,501		5,618,503		136,205		7,985,937		(2,431,137	)		(1,219,404	)
2405799 Ontario Inc.		360,049		3,292,739		103,316		4,175,604		(626,131	)		(313,692	)
2467260 Ontario Inc.		4,742		7,000		-		-		11,742			5,883
2469780 Ontario Inc.		139,673		2,736,898		68,393		3,910,643		(1,102,465	)		(536,004	)
2503072 Ontario Inc.		64,150		7,048,744		248,834		8,196,328		(1,332,268	)		(667,468	)
2503225 Ontario Inc.		58,446		7,570,390		204,607		9,571,889		(2,147,661	)		(1,075,978	)
2503903 Ontario Inc.		523		7,500		-		5,993		2,030			1,017
Northern Development Solar 2016 Inc.		22,324		3,785,876		56,542		4,919,731		(1,168,072	)		(585,204	)
Sunshine Solar Ontario 2016 Inc.		7,489		3,500		-		-		10,991			5,506
	$	6,115,082	$	67,692,742	$	3,941,517	$	83,783,147	$	(13,916,838	)	$	(6,763,441	)

Year ended December 31, 2022	Net income (loss) and comprehensive income (loss)			Allocated to NCI

Icarus Whitesand Solar Limited Partnership	$	60,061		$	12,668
2387276 Ontario Inc.		386,319			205,767
2387278 Ontario Inc.		(2,136	)		11,150
2387280 Ontario Inc.		244,764			202,002
2387281 Ontario Inc.		300,633			162,838
2387282 Ontario Inc.		(330,317	)		(177,766	)
2391395 Ontario Inc.		59,735			42,148
SPN LP 7		463,384			244,376
2405372 Ontario Inc.		(4,573	)		9,930
2405402 Ontario Inc.		(561,892	)		(269,287	)
2405514 Ontario Inc.		(724,446	)		(350,727	)
2405799 Ontario Inc.		(318,734	)		(147,465	)
2467260 Ontario Inc.		(3,521	)		10,457
2469780 Ontario Inc.		(343,553	)		(159,899	)
2503072 Ontario Inc.		(576,597	)		(276,654	)
2503225 Ontario Inc.		(952,207	)		(464,835	)
2503903 Ontario Inc.		(2,136	)		11,150
Northern Development Solar 2016 Inc.		(476,440	)		(226,476	)
Sunshine Solar Ontario 2016 Inc.		(3,210	)		10,613
	$	(2,784,866	)	$	(1,150,010	)

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

15.

General and administrative expenses:

	October 23, 2023		December 31, 2022

Office and administrative	$	1,936,554	$	1,935,124
Legal fees		1,241,364		394,427
Audit fees		194,061		182,285
Professional fees		173,250		168,711
Rent		90,929		105,256
Insurance		40,833		26,487
	$	3,676,991	$	2,812,290

16.

Other income:

	October 23, 2023			December 31, 2022

Recovery of PCDCs	$	28,682,616		$	-
Other items		(97,040	)		1,512,071
Gain on sale of solar power systems		-			221,352
	$	28,585,576		$	1,733,423

For the period January 1, 2023 to October 23, 2023, the Company received $28,682,616 (Year ended December 31, 2022 – $nil) from the IESO as recovery of PCDCs due to termination of FIT contracts.

17.	Changes in working capital:

	October 23, 2023			December 31, 2022
Trade and other receivables	$	(1,414,522	)	$	287,512
Accounts payable and accruals		307,845			(801,755	)
Other assets		124,412			66,778
Prepaid expenses and deposits		(201,858	)		(56,616	)
	$	(1,184,123	)	$	(504,081	)

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

18.	Capital management:

	October 23, 2023			December 31, 2022

Long-term debt – non-current portion (note 7)	$	50,769,232		$	56,348,581
Deficit		(36,503,636	)		(65,995,657	)

	$	14,265,596		$	(9,647,076	)

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the strategies employed by the Company may include the issuance or repayment of debt, dividend payments, or sale of assets. As at October 23, 2023, the Company’s subsidiary, 2405799 Ontario Inc. (the “Borrower”), was not in compliance with its financial covenant to maintain a debt service coverage ratio (“DSCR”) of 1.30 for the four consecutive fiscal quarters ended. The DSCR for the Borrower was 1.04 as at June 30, 2023. Since the DSCR fell below 1.15, all rights of the Borrower to pay Distributions shall cease until such time as the DSCR increases above 1.30 and remains so for four consecutive quarters. On September 7, 2023, the Borrower received a notification letter from its lender that it was in default in the observance of this financial covenant and that the Borrower’s failure to rectify this default by October 7, 2023 to the lender’s satisfaction shall constitute an event of default under the credit agreement, which will entitle the lender to demand repayment of the loan in full. The borrower has made a principal repayment of $550,000 on February 29, 2024, and as a result, the lender waived the event of default. The entire balance of loan repayment has been presented as current portion of long-term debt in the combined consolidated financial statements. The Company has determined it will have sufficient funds to meet its current operating and development obligations for at least 12 months from the reporting date. There has not been any significant change in capital management from the prior year.

19.	Contingencies:

Transaction Success Bonus Agreement:

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Combined Consolidated Financial Statements

For the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022

20.	Subsequent events:

On March 19, 2024, the Company entered into a definitive agreement (the “Agreement”) with SolarBank Corporation (Cboe CA:SUNN; OTC:SUNNF; FSE:GY2) (“SolarBank”) to sell all of the issued and outstanding common shares of the Company through a plan of arrangement for an aggregate purchase price of up to $41.8 million in an all stock deal (the “Transaction”). The Transaction values the Company at up to $45 million but the consideration payable excludes the common shares of the Company currently held by SolarBank.

Under the terms of the Transaction, SolarBank has agreed to issue up to 5,859,567 common shares for an aggregate purchase price of up to $41.8 million, representing $4.50 per common share of the Company. The number of SolarBank Shares was determined using a 90 trading day volume weighted average trading price as of the date of the Agreement which is equal to $7.14 (the “Agreement Date VWAP”). The Transaction represents a 7% premium to a valuation report prepared by Evans & Evans, Inc. on the Company and its assets. Through the Transaction, SolarBank will acquire the company’s 70 operating solar power sites, along with its pipeline of battery energy storage projects and electric vehicle charging stations.

The consideration for the Transaction consists of an upfront payment of approximately 3,575,638 SolarBank Shares ($25.53 million) and a contingent payment representing up to an additional 2,283,929 SolarBank Shares ($16.31 million) that will be issued in the form of contingent value rights (“CVRs”). The SolarBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between the Company, the Ontario Independent Electricity System Operator (“IESO”) and the major suppliers for the Company BESS portfolio and the binding terms of the debt financing for the BESS portfolio have been agreed (the “CVR Conditions”). On satisfaction of the CVR Conditions, Evans & Evans, Inc. shall revalue the BESS portfolio and SolarBank shall then issue SolarBank Shares having an aggregate value that is equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by Evans & Evans, Inc. plus the sale proceeds of any portion of the BESS portfolio that may be sold, in either case divided by the Agreement Date VWAP. The maximum number of additional shares issued for the CVRs will be 2,283,929 SolarBank Shares.

Under the terms of the Transaction, the Company shareholders will receive consideration of (i) $25.53 million, representing approximately $2.75 per the Company common share or 0.3845938 of a SolarBank Share for every the Company common share; and (ii) up to $16.31 million in CVRs that may, on satisfaction of the CVR Conditions, be exchanged for SolarBank Shares representing up to approximately $1.75 per the Company common share or up to 0.2456582 of a SolarBank Share for every the Company common share.

Prior to the Company Meeting, SolarBank will convert $4.7 million of a receivable that is due from the Company to SolarBank into 663,403 common shares of the Company for the purpose of voting such shares in favor of the Transaction at the the Company Meeting. If the Agreement is terminated, then SolarBank shall have the option exercisable to return the common shares of the Company to the Company for cancellation and thereafter the receivable shall again be due and owing by the Company to SUNN. After conversion of the receivable, SolarBank will hold 1,366,223 common shares of the Company of a total of 10,663,403 common shares.

Release date	Percentage
Closing		0	%
6 Months from closing		5	%
12 Months from closing		5	%
18 Months from closing		5	%
24 Months from closing		5	%
27 Months from closing		20	%
30 Months from closing		20	%
33 Months from closing		20	%
36 Months from closing		20	%

Exhibit 99.7

Combined Special Purpose Financial Statements

(Expressed in Canadian Dollars)

SOLAR FLOW-THROUGH

LIMITED PARTNERSHIP

And Independent Auditor’s Report thereon

Years ended December 31, 2022 and 2021

Independent Auditor’s Report


	Grant Thornton LLP
	Suite 1600,
	333 Seymour Street
	Vancouver, BC
	V6B 0A4

	T +1 604 687 2711
	F +1 604 685 6569

To the Partners of Solar Flow-Through Limited Partnership:

Opinion

We have audited the combined special purpose financial statements of Solar Flow-Through Limited Partnership (the “Partnership”), which comprise the combined statements of financial position as at December 31, 2022 and December 31, 2021, the combined statements of income and comprehensive income, changes in partners’ deficit and cash flows for the years then ended, and notes to the combined special purpose financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying combined special purpose financial statements present fairly, in all material respects, the financial position of Solar Flow-Through Limited Partnership as at December 31, 2022 and December 31, 2021, and the results of its operations and its cash flows for the years then ended in accordance with the financial reporting provisions described in the Resolution of the Directors dated March 28, 2023.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the combined special purpose financial statements section of our report. We are independent of the Partnership in accordance with the ethical requirements that are relevant to our audit of the combined special purpose financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Basis of accounting

We draw attention to Note 2 to the combined special purpose financial statements, which describes the basis of accounting. The combined special purpose financial statements of Solar Flow-Through Funds are prepared to meet the requirements of the Resolution of the Directors dated March 28, 2023. As a result, the combined special purpose financial statements may not be suitable for another purpose. Our opinion is not modified in respect of this matter.

Responsibilities of management and those charged with governance for the combined special purpose financial statements

Management is responsible for the preparation of these combined special purpose financial statements in accordance with the Resolution of the Directors dated March 28, 2023, and for such internal control as management determines is necessary to enable the preparation of combined special purpose financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Partnership’s ability to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Partnership or to cease operations, or has no realistic alternative but to do so.

Audit | Tax | Advisory

Those charged with governance are responsible for overseeing the Partnership’s financial reporting process.

Auditor’s responsibilities for the audit of the combined special purpose financial statements

Our objectives are to obtain reasonable assurance about whether the combined special purpose financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these combined special purpose financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

●	Identify and assess the risks of material misstatement of the combined special purpose financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
●	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control.
●	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
●	Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Partnership’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Partnership to cease to continue as a going concern.
●	Evaluate the overall presentation, structure and content of the combined special purpose financial statements, including the disclosures, and whether the combined special purpose financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Material uncertainty related to going concern

We draw attention to Note 1 to the combined special purpose financial statements, which indicates that the Partnership had a working capital deficiency of $9,150,190 as at December 31, 2022. As stated in Note 1, this condition, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Partnership’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.


Vancouver, Canada	Chartered Professional Accountants
April 21, 2023

Audit | Tax | Advisory

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Combined Statements of Financial Position

As at December 31
	Notes		2022			2021
Assets
Current assets: Cash			$	7,221,600		$	8,895,886
Trade and other receivables		4		1,518,549			1,656,235
Prepaid expenses and deposits		5		193,148			220,885
				8,933,297			10,773,006
Non-current assets:
Solar power systems		6		74,249,630			79,321,277
Other assets		5		895,010			961,789
Derivative assets		10		2,047,987			-
Due from related parties		12		-			8,275
				77,192,627			80,291,341
Total assets			$	86,125,924		$	91,064,347
Liabilities and Partners’ Deficit
Current liabilities:
Accounts payable and accruals			$	12,669,711		$	25,110,964
Loan payable		8		1,585,427			-
Current portion of long-term debt		7		3,828,349			4,238,792
				18,083,487			29,349,756
Non-current liabilities:
Long-term debt		7		55,450,430			59,204,440
Loan payable		8		-			1,495,505
Lease obligations		9		7,262,490			7,647,805
Derivative liabilities		10		-			1,099,444
Deferred tax liabilities		11		11,776,063			6,620,584
Due to related parties		12		125,140			-
				74,614,123			76,067,778
Total liabilities			$	92,697,610		$	105,417,534

Partners’ deficit:
Partners’ capital		13		63,227,097			63,227,097
Deficit				(63,035,342	)		(71,966,853	)
				191,755			(8,739,756	)
Non-controlling interests		14		(6,763,441	)		(5,613,431	)
Total partners’ deficit				(6,571,686	)		(14,353,187	)
Total liabilities and partners’ deficit			$	86,125,924		$	91,064,347
Contingencies		19
Subsequent events		20

See accompanying notes to combined special purpose financial statements.

Approved by the General Partner:

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Combined Statements of Income and Comprehensive Income

For the years ended December 31

	Notes		2022			2021
Revenue			$	9,430,321		$	10,190,173
Direct costs				(1,926,167	)		(2,230,813	)
Amortization		6		(4,897,120	)		(4,730,543	)
Gross profit				2,607,034			3,228,817
Operating expenses:
General and administrative		15		(1,646,210	)		(1,818,103	)
Project development costs		6		114,963			746,857
Operating income				1,075,787			2,157,571
Finance costs				(3,081,658	)		(3,037,671	)
Change in fair value of interest rate swaps				3,147,431			2,113,877
Other income (expense)		16		1,718,729			(116,035	)
Income before taxes				2,860,289			1,117,742
Tax expense:
Income tax recovery (expense)		11		10,076,691			(985,195	)
Deferred tax (expense) recovery				(5,155,479	)		798,036
Net income and comprehensive income			$	7,781,501		$	930,583
Attributed to:
Limited Partners			$	8,931,421		$	2,507,424
General Partner				90			26
Non-controlling interests		14		(1,150,010	)		(1,576,867	)
			$	7,781,501		$	930,583

See accompanying notes to combined special purpose financial statements.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Combined Statements of Changes Partners’ Deficit

For the years ended December 31

	Number of units		Partners’ Capital		Deficit			Non- controlling interests			Total partners’ deficit
December 31, 2020		679,280	$	63,227,097	$	(74,277,163	)	$	(3,675,658	)	$	(14,725,724	)
Net income and comprehensive income		-		-		2,507,450			(1,576,867	)		930,583
Dividends		-		-		(197,140	)		(360,255	)		(557,395	)
Share redemption		-		-		-			(651	)		(651	)
December 31, 2021		679,280	$	63,227,097	$	(71,966,853	)	$	(5,613,431	)	$	(14,353,187	)
Net income and comprehensive income		-		-		8,931,511			(1,150,010	)		7,781,501
December 31, 2022		679,280	$	63,227,097	$	(63,035,342	)	$	(6,763,441	)	$	(6,571,686	)

	Limited Partners			General Partner			Non- controlling interests			Total partners’ deficit
December 31, 2020	$	(11,049,947	)	$	(119	)	$	(3,675,658	)	$	(14,725,724	)
Net income and comprehensive income		2,507,424			26			(1,576,867	)		930,583
Dividends		(197,140	)		-			(360,255	)		(557,395	)
Share redemption		-			-			(651	)		(651	)
December 31, 2021	$	(8,739,663	)	$	(93	)	$	(5,613,431	)	$	(14,353,187	)
Net income and comprehensive income		8,931,421			90			(1,150,010	)		7,781,501
December 31, 2022	$	191,758		$	(3	)	$	(6,763,441	)	$	(6,571,686	)

See accompanying notes to combined special purpose financial statements.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Combined Statements of Cash Flows

For the years ended December 31

	Notes		2022			2021
Cash provided by (used in):
Operating activities:
Net income			$	7,781,501		$	930,583
Add back non-cash items:
Amortization		6		4,897,120			4,730,543
Finance costs				3,081,658			3,037,671
Change in fair value of interest rate swaps				(3,147,431	)		(2,113,877	)
Lease interest expense		9		400,966			434,247
Other income				(1,932,531	)		(746,857	)
Income tax (recovery) expense				(10,076,691	)		985,195
Deferred tax expense (recovery)				5,155,479			(798,036	)
Changes in working capital		17		(478,459	)		84,549
				5,681,612			6,544,018
Investing activities:
Acquisition of solar power systems		6		(226,243	)		(230,146	)
Sale of solar power systems		6		610,031			1,019,858
Refund on interconnection deposits		6		114,963			931,234
				498,751			1,720,946
Financing activities:
Net repayment of long-term debt		7		(7,246,111	)		(8,169,670	)
Repayment of lease obligations		9		(741,953	)		(790,444	)
Decrease (increase) in due from related parties		12		133,415			(420,483	)
Dividends paid				-			(557,395	)
Share redemption				-			(651	)
				(7,854,649	)		(9,938,643	)
Decrease in cash				(1,674,286	)		(1,673,679	)
Cash, beginning of year				8,895,886			10,569,565
Cash, end of year			$	7,221,600		$	8,895,886

See accompanying notes to combined special purpose financial statements.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

1.	Nature of operations:

Solar Flow-Through Limited Partnership as presented in these combined special purpose financial statements is not a legal entity. It represents the combination of nine limited partnerships (the “Partnership’’), located in British Columbia. For the periods presented in these combined special purpose financial statements, the Partnership was under the management of the same principals of the general partnership and management group of companies and are therefore considered to be under common management. Management believes that combination under the basis of common management is appropriate for the Partnership given the principals serve the same positions for all limited partnerships combined in the accompanying financial statements.

The management group of companies provides general and active management of the business of the Partnership and possesses the general powers and duties of management. The management group of companies has held these executive level positions for the entire periods presented in the accompanying combined special purpose financial statements.

The Partnership is engaged in the development and operation of solar photovoltaic power generation projects in the province of Ontario. The address of the registered office of the Partnership is Suite 900 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1.

The Limited Partnership agreement allocates net income or loss at 99.999% to the limited partners and 0.001% to Solar Flow-Through General Partner Ltd. (the “General Partner”).

Going concern

These combined special purpose financial statements have been prepared on the basis of generally accepted accounting principles applicable to a going concern that assumes that the Partnership will realize its assets and discharge its liabilities in the normal course of business.

The Partnership earned a net income during the year ended December 31, 2022 of $7,781,501 (2021 – $930,583) and had a working capital deficiency of $9,150,190 (2021 – $18,576,750). Notwithstanding the working capital deficiency, the Partnership has received $14,841,077 in payments from the Independent Electricity System Operator (“IESO”) subsequent to year-end and expects to receive the remaining balance of about $14 million by December 31, 2023 as described in note 20. The Partnership’s ability to continue operations in the normal course of business is dependent upon the continued successful operation and maintenance of its solar projects in order to generate sufficient cash flows from operations. The nature and significance of these conditions may cast significant doubt about the appropriateness of the going concern assumption. These financial statements do not give effect to any adjustments which would be necessary should the Partnership be unable to continue as a going concern, and therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different than those reflected in the financial statements. Such adjustments could be material.

2.	Basis of preparation:

(a)

Statement of compliance:

These combined special purpose financial statements have been prepared in accordance with the basis of accounting required by the Resolution of the Directors dated March 28, 2023. This basis of accounting follows International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), except for presenting the combined special purpose financial statements. These combined special purpose financial statements are prepared for use by the Directors and unitholders of the Partnership. These combined special purpose financial statements are not intended to be, and should not be, used by anyone other than the specified users or for any other purpose.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

2.	Basis of preparation (continued):

(a)

Statement of compliance (continued):

The combined special purpose financial statements of the Partnership for the year ended December 31, 2022 were authorized for issue in accordance with approval by the General Partner on April 21, 2023.

These combined special purpose financial statements present the Partnership, representing the activities, assets and liabilities of its business. The combined special purpose financial statements reflect the substance of the activities, assets and liabilities attributable to the Partnership. The legal structure was not considered the key factor in determining the preparation of the combined special purpose financial statements, but rather the basis of the economic activities.

The combined special purpose financial statements have been prepared for the purpose of presenting the financial position, results of operations and cash flows of the Partnership on a stand-alone basis.

(b)

Basis of measurement:

These combined special purpose financial statements were prepared on a going concern basis and historical cost basis with the exception of certain financial instruments as disclosed in note 3.

(c)

Basis of consolidation:

(i)

Subsidiaries:

These combined special purpose financial statements include the financial statements of the Partnership and its subsidiaries for which it has a controlling interest. The Partnership controls an entity when it is exposed to, or has rights to, variable returns from its investment with the entity and has the ability to affect those returns through its power over the entity. All intercompany balances and transactions are eliminated upon consolidation.

The method of accounting applied to the preparation of the combined special purpose financial statements is consolidation. Details of the Partnership’s ownership interests in its subsidiaries are as follows:

Name	Ownership interest
Solar High Yield Projects #1 Ltd.		100.00	%
2344215 Ontario Inc.		100.00	%
SHY1 2012 FIT2 Ltd.		100.00	%
2343461 Ontario Inc.		100.00	%
Icarus Whitesand Solar Limited Partnership		85.00	%
2387276 Ontario Inc.		49.90	%
2387278 Ontario Inc.		49.90	%

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

2.	Basis of preparation (continued):

Basis of consolidation (continued):

(i)

Subsidiaries (continued):

Name	Ownership interest
2387280 Ontario Inc.		24.95	%
2387281 Ontario Inc.		49.90	%
2387282 Ontario Inc.		49.90	%
2391395 Ontario Inc.		49.90	%
SPN LP 7		49.90	%
1000234763 Ontario Inc.		100.00	%
1000234813 Ontario Inc.		100.00	%
Solar Flow-Through Project #1 (2013) Ltd.		100.00	%
2405372 Ontario Inc.		49.90	%
2405402 Ontario Inc.		49.90	%
2405514 Ontario Inc.		49.90	%
2405799 Ontario Inc.		49.90	%
2467260 Ontario Inc.		49.90	%
2469780 Ontario Inc.		49.90	%
SFF Solar (2015) Ltd.		100.00	%
Solar Flow-Through (2014) Ltd.		100.00	%
Solar Flow-Through Projects (2014 Subco F2) Ltd.		100.00	%
Solar Flow-Through (2015) Ltd.		100.00	%
Solar Flow-Through (2016) Ltd.		100.00	%
2503072 Ontario Inc.		49.90	%
2503225 Ontario Inc.		49.90	%
2503903 Ontario Inc.		49.90	%
Northern Development Solar 2016 Inc.		49.90	%
Sunshine Solar Ontario 2016 Inc.		49.90	%
Solar Flow-Through (2017-I) Ltd.		100.00	%
Solar Flow-Through (2017-A) Ltd.		100.00	%
Solar Flow-Through (2018-I) Ltd.		100.00	%
Solar Flow-Through (2018-A) Ltd.		100.00	%
Solar Flow-Through 2012-I Limited Partnership		100.00	%
Solar Flow-Through 2013-I Limited Partnership		100.00	%
Solar Flow-Through 2014-I Limited Partnership		100.00	%
Solar Flow-Through 2015-I Limited Partnership		100.00	%
Solar Flow-Through 2016-I Limited Partnership		100.00	%
Solar Flow-Through 2017-I Limited Partnership		100.00	%
Solar Flow-Through 2017-A Limited Partnership		100.00	%
Solar Flow-Through 2018-I Limited Partnership		100.00	%
Solar Flow-Through 2018-A Limited Partnership		100.00	%

(ii)

Non-controlling interests:

Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Partnership’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The Partnership attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests even if this results in the non- controlling interests having a deficit balance. The proportion allocated to the parent and non- controlling interests are determined on the basis of present ownership interests.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

2.	Basis of preparation (continued):

Basis of consolidation (continued):

(iii)

Functional and presentation currency:

The functional currency of the Partnership and its subsidiaries is the Canadian dollar. The combined special purpose financial statements are presented in Canadian dollars.

3.	Significant accounting policies:

(a)

Solar power systems:

Solar power systems are comprised of solar power system assets, right-of-use assets, and project development assets relating to ground mount and rooftop projects that are owned and operated by the Partnership. Solar power systems are stated at cost less accumulated amortization. Project development assets relate primarily to direct costs incurred in various stages of development prior to the commencement of operations of ground mount and rooftop projects. For self-developed solar power system assets, the cost capitalized is the amount of the expenditure incurred for the engineering, procurement, and construction of the system. For solar power system assets acquired from third parties, the cost includes the consideration transferred and certain direct acquisition costs. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. Initial recognition of right-of-use assets are disclosed in note 3(f). Initial and subsequent recognition of project development assets costs are disclosed in note 3(b).

When solar power systems are retired, or otherwise disposed of, the cost and accumulated amortization are removed from the combined statements of financial position and any resulting gain or loss is included in profit or loss for the respective period. Amortization commences when the solar power systems reach commercial operation and is recognized using the straight-line method over the useful life of 20 years.

(b)

Project development costs:

Project development assets represent costs incurred for the acquisition and development of prospective projects. Project development costs are capitalized from the date the Feed-in-Tariff (“FIT”) contract is awarded, which is when the Partnership can demonstrate the availability of resources to complete the project and the technical feasibility of completing the project so that it will be available for use. Project development costs are initially capitalized as project development contract assets. Costs are reclassified to project development assets as part of solar power systems and amortization commences when the last project in a portfolio of projects has reached the date of commercial operation. Project development assets are amortized using the straight-line method over the useful life of 20 years. Any project development costs incurred prior to the FIT contract award date are expensed due to uncertainties surrounding the project. Project development costs are written off in the period if the project is abandoned.

(c)

Revenue recognition:

Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Partnership applies the 5-step approach to revenue recognition:

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

3.	Significant accounting policies (continued):

(c)

Revenue recognition (continued):

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The Partnership recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer.

When the Partnership owns and operates solar projects for the purpose of generating income from the sale of electricity over the life of the solar projects, electricity generation income is classified as revenue. Electricity generation income is recognized when the control of the electricity is transferred to the customer as promised in the sales contract. The contracts are long-term with fixed prices with the Independent Electricity System Operator (“IESO”) in Ontario. The Partnership recognizes revenue over the life of the contract based on the volume of electricity delivered each month, which is only one performance obligation.

(d)

Financial instruments:

(i)

Financial assets:

Financial assets are classified and measured on the basis of their cash flow characteristics and the business model in which the asset is held. A financial asset is classified as FVTPL, fair value through comprehensive income (“FVOCI”), or amortized cost. The Partnership derecognizes a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers substantially all the risks and rewards of ownership of the financial asset.

(A) Financial assets at fair value through profit or loss:

A financial asset is measured at FVTPL if it is held-for-trading, is a derivative, is designated as such upon initial recognition, or does not meet the criteria for amortized cost method.

Financial instruments are designated at FVTPL if the Partnership manages such financial instruments and makes purchase and sale decisions based on their fair value in accordance with the Partnership’s documented risk management or investment strategy. Financial instruments at FVTPL are measured at fair value, and changes therein are recognized in profit or loss.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

3.	Significant accounting policies (continued):

(d)

Financial instruments (continued):

(i)

Financial assets (continued):

(B)

Financial assets at amortized cost:

A financial asset is measured at amortized cost using the effective interest method if it is held within a business model whose objective is to hold assets to collect contractual cash flows, its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, and it is not designated as at FVTPL. The Partnership’s financial assets at amortized cost are comprised of cash and trade receivables.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Partnership considers the contractual terms of the financial asset. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Partnership considers:

	☐	contingent events that would change the amount or timing of cash flows;

	☐	terms that may adjust the contractual coupon rate, including variable-rate features;

	☐	prepayment and extension features; and

	☐	terms that limit the Partnership’s claim to cash flows from specified assets (e.g. non-recourse features).

(ii)

Financial liabilities:

The Partnership initially recognizes financial liabilities at fair value when the Partnership becomes party to the contractual provisions of the instrument. The Partnership derecognizes a financial liability when the contractual obligations are discharged, cancelled, or expired. Subsequent to initial recognition, financial liabilities are measured at fair value through profit or loss or amortized cost.

(A) Financial liabilities at fair value through profit or loss:

Financial liabilities are classified at FVTPL if they are held for trading or are derivative liabilities. The Partnership’s financial liabilities at FVTPL are comprised of derivative liabilities.

(B) Financial liabilities at amortized cost:

Financial liabilities classified at amortized cost are those that are not classified as

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

3.	Significant accounting policies (continued):

(d)

Financial instruments (continued):

(ii)

Financial liabilities (continued):

(B)

Financial liabilities at amortized cost (continued):

financial liabilities at FVTPL. Subsequent to initial recognition, they are carried at amortized cost using the effective interest method. The Partnership’s accounts payable and accruals, loan payable, due to related parties and long-term debt are classified at amortized cost.

(C)

Derecognition and modification:

The Partnership derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired. The Partnership also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid is recognized in profit or loss.

(iii)

Determination of fair value:

The fair value of financial assets and financial liabilities measured at FVTPL and FVOCI are determined by reference to their quoted closing bid price at the reporting date if they are traded in an active market. If no market data is available the Partnership estimates fair value based on future expected cash flows discounted using appropriate discount rates. For derivative instruments, fair value is estimated by management based on market information that includes adjustments to take account of the credit risk of the Partnership and the counterparty when appropriate.

(iv)

Expected credit losses:

In accordance with IFRS 9, loss allowances for expected credit losses (“ECLs”) on financial assets measured at amortized cost or at FVTPL are recognized. ECLs are updated at each reporting date on the basis of available information. The Partnership applies the simplified approach described in IFRS 9 to trade receivables, whereby the amount of any impairment allowance of a receivable is measured subsequent to initial recognition on the basis of lifetime expected credit losses.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

3.	Significant accounting policies (continued):

(e)

Income taxes:

The income earned by the Partnership is taxed at the limited partner level. As a result, provisions for income taxes are not made by the Partnership relating to income or temporary differences of the Partnership. The Partnership’s subsidiaries are subject to taxes pursuant to the Income Tax Act (Canada) and provincial income tax acts.

Income tax represents current tax and deferred tax. The Partnership’s subsidiaries record current tax based on the taxable income for the period calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred income taxes are accounted for using the asset-liability method. The asset-liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their tax bases. Deferred income tax assets and liabilities are determined for each temporary difference based on enacted or substantially enacted tax rates that are expected to be in effect when the underlying items are expected to be realized. The effect of a change in tax rates or tax legislation is recognized in the period of substantive enactment. Deferred tax assets, such as non-capital loss carryforwards, are recognized to the extent it is probable that taxable income will be available against which the asset can be utilized.

(f)

Leases:

The Partnership is granted and permitted to use the selected property area for purposes of installing, maintaining, operating, repairing, replacing and removing solar generation equipment to provide solar electricity generation under the FIT contracts. The Partnership recognizes a right-of-use asset and a lease obligation at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease obligation adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits.

The lease term as defined under the FIT contracts shall expire on the day prior to the twentieth anniversary of the Milestone Commercial Operation Date; If the lease commencement date has not been achieved by twelve-month anniversary of the date of the lease, then at any time thereafter, both parties shall have the right to terminate the lease and the lease will terminate on the date that is fifteen days following the date of notification of termination given by the terminating party to the non-terminating party. The lease term includes periods covered by an option to extend if the Partnership is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

3.	Significant accounting policies (continued):

(f)

Leases (continued):

remeasurements of the lease obligation. The lease obligation is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or if that rate cannot be readily determined, the Partnership’s incremental borrowing rate. Generally, the Partnership uses its incremental borrowing rate as the discount rate.

The lease obligation is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the Partnership changes its assessment of whether it will exercise an extension or termination option.

When the lease obligation is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in the combined statements of income and comprehensive income if the carrying amount of the right-of-use asset has been reduced to zero.

(g)

Impairment of non-financial assets:

At each reporting date, the Partnership reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

(h)

Significant accounting judgments and estimates:

The preparation of financial statements requires management to use accounting estimates and exercise judgment in the process of applying its accounting policies. Actual results may differ from the estimates and assumptions used in preparing these combined special purpose financial statements. Estimates and judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following discusses the most significant accounting judgments and estimates that the Partnership has made in the preparation of the combined special purpose financial statements:

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

3.	Significant accounting policies (continued):

(h)

Significant accounting judgments and estimates (continued):

(i)

Project development assets:

The Partnership has determined that project development costs can be capitalized as project development assets when the related FIT contract has been awarded from the IESO. Prior to this point, there is uncertainty of future economic benefit.

(ii)

Impairment of non-financial assets:

The application of the Partnership’s accounting policy for impairment of solar power systems requires judgment to determine whether indicators of impairment exist. The review of impairment indicators includes consideration of both external and internal sources of information, including factors such as market and economic conditions, forecasts, capital expenditure requirements, future operating costs, and production volumes. Management has assessed impairment indicators on the Partnership’s solar power systems and has concluded that no impairment indicators exist as at December 31, 2022 and 2021.

(iii)

Taxes:

The Partnership accounts for differences that arise between the carrying amount of assets and liabilities and their tax bases in accordance with IAS 12, Income Taxes, which requires deferred income tax assets only to be recognized to the extent that it is probable that future taxable profits will be available against which the deferred income tax assets can be utilized. The Partnership estimates future taxable profits based on financial models and projections. Any change to the estimates and assumptions used for the key operational and financial variables could affect the amount of deferred income tax assets recognized by the Partnership. Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Partnership reviews the adequacy of these provisions at the end of the reporting period.

(iv)

Consolidation:

The Partnership applies judgment in determining control over certain entities where the Partnership holds less than 50% of equity ownership. The judgment is based on a review of all contractual agreements to determine if the Partnership has control over the activities, projects, and financial and operating policies of the entities. The Partnership has included the results of nine limited partnerships, which are under common control. The Partnership considered its aggregate economic interest in each of the nine limited partnerships along with other parties’ rights, including kick-out rights, and concluded that the Partnership is exercising its control as a principal.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

3.	Significant accounting policies (continued):

(h)

Significant accounting judgments and estimates (continued):

(v)

Lease discount rates:

In determining the carrying amount of right-of-use assets and lease obligations, the Partnership is required to estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determined. Management determines the incremental borrowing rate using a risk-free interest rate estimated by reference to the Government of Canada bond yield with an adjustment that reflects the Partnership’s credit rating, security, lease term, value of the underlying leased asset, and the economic environment in which the leased asset operates. The incremental borrowing rates are subject to changes in the business and macroeconomic environment.

4.	Trade and other receivables:

	2022		2021
GST/HST receivable	$	1,144,413	$	1,288,860
Trade receivables		374,136		367,375
	$	1,518,549	$	1,656,235

5.	Prepaid expenses and deposits:

	2022		2021
Prepaid rent	$	82,825	$	83,387
Prepaid insurance		71,062		63,566
Other prepaid expenses		20,761		42,182
Contract application deposits		18,500		31,750
	$	193,148	$	220,885

As at December 31, 2022, the non-current portion of prepaid rent of $895,010 (2021 – $961,789) is presented as other assets.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

6.	Solar power systems:

	Solar power system assets			Right- of-use assets			Royalty contract assets		Project development assets			Total

Cost:
Balance, December 31, 2020	$	59,046,402		$	9,591,812		$	121,873	$	30,714,704		$	99,474,791
Additions		230,146			-			-		-			230,146
Sales of solar power systems		(947,169	)		(276,853	)		-		-			(1,224,022	)
Refund of interconnection deposits		-			-			-		(184,376	)		(184,376	)
Balance, December 31,2021	$	58,329,379		$	9,314,959		$	121,873	$	30,530,328		$	98,296,539
Additions	$	226,243		$	-		$	-	$	-		$	226,243
Sales of solar power systems		(475,493	)		(93,869	)		-		-			(569,362	)
Balance, December 31, 2022	$	58,080,129		$	9,221,090		$	121,873	$	30,530,328		$	97,953,420

	Solar power system assets			Right- of-use assets			Royalty contract assets		Project development assets		Total
Accumulated amortization:

Balance, December 31, 2020	$	9,277,934		$	1,023,955		$	21,329	$	4,258,714	$	14,581,932
Sale of solar power systems		(292,296	)		(44,917	)		-		-		(337,213	)
Amortization		2,905,187			526,638			6,076		1,292,642		4,730,543
Balance, December 31, 2021	$	11,890,825		$	1,505,676		$	27,405	$	5,551,356	$	18,975,262
Sale of solar power systems		(151,181	)		(17,411	)		-		-		(168,592	)
Amortization		2,851,917			512,598			6,090		1,526,515		4,897,120
Balance, December 31, 2022	$	14,591,561		$	2,000,863		$	33,495	$	7,077,871	$	23,703,790

Net book value, December 31, 2021	$	46,438,554		$	7,809,283		$	94,468	$	24,978,972	$	79,321,277
Net book value, December 31, 2022	$	43,488,568		$	7,220,227		$	88,378	$	23,452,457	$	74,249,630

For the year ended December 31, 2022, the Partnership received a refund of $114,963 for interconnection deposits for projects that were abandoned of which $114,963 is recorded as a recovery in project development costs in the combined statements of income and comprehensive income. The Partnership sold a 180 kW DC power system for $610,031 on February 9, 2022 and realized a gain for $221,352 recorded in other income.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

6.	Solar power systems (continued):

For the year ended December 31, 2021, the Partnership received a refund of $931,234 for interconnection deposits for projects that were abandoned of which $746,857 is recorded as a recovery in project development costs in the combined statements of income and comprehensive income and $184,376 is written off as project development assets. The Partnership sold a 300 kW DC and 60 kW DC solar power system for $861,325 and $158,533 on October 12, 2021 and November 29, 2021, respectively, and realized a gain for $350,185 and a loss for $15,083 recorded in other income, respectively.

7.	Long-term debt:

	2022			2021
Balance, January 1	$	64,585,280		$	65,685,701
Proceeds from long-term debt		-			16,315,243
Interest expense		3,007,315			3,196,456
Repayment of principal		(4,238,796	)		(17,415,664	)
Interest payments		(3,007,315	)		(3,196,456	)
		60,346,484			64,585,280
Deferred fees on long term debt		(1,067,705	)		(1,142,048	)
Balance, December 31		59,278,779			63,443,232
Current portion		(3,828,349	)		(4,238,792	)
Non-current portion	$	55,450,430		$	59,204,440

As at December 31, 2022, the Partnership had 51 term loans secured by the underlying solar power system assets. The loans have interest payable quarterly with variable interest rates ranging from 1.56% plus Canadian Dollar Offering Rate (“CDOR”) to 3.34% plus CDOR and with fixed interest rates ranging from 4.45% to 6.06%. The effective interest rates range from 4.45% to 6.06% with principal and interest payments over the term range from 4 to 18 years, maturing between 2026 and 2040.

The Partnership has entered into interest rate swap agreements to manage the risk related to fluctuations in variable interest rates. Interest rate swaps are accounted for as derivatives and recorded at fair value on the combined statements of financial position with change in fair value recorded in profit or loss. At December 31, 2022 the notional amount of the Partnership’s interest rate swap contracts was $30,357,804 (2021 – $33,011,993) (note 10 (a)(i)).

The term loan agreements require the Partnership to maintain certain reporting covenants and minimum balances in the reserve fund accounts. As at December 31, 2022 and 2021, the Partnership was in compliance with all the covenants under the loan agreements.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

7.	Long-term debt (continued):

Estimated principal repayments are as follows as at December 31:

	2022		2021
Year 1	$	3,828,349	$	4,238,794
Year 2		3,934,488		3,828,349
Year 3		4,045,973		3,934,488
Year 4		5,270,290		4,045,973
Year 5		5,249,328		5,531,741
Year 6 and thereafter		38,018,056		43,005,935
Total	$	60,346,484	$	64,585,280

8.	Loan payable:

For the year ended December 31, 2022, the Partnership and its subsidiaries had 42 Canada Emergency Business Account loans (“CEBA loans”) from the Government of Canada for a total of $2,520,000 (2021 – $2,520,000). The CEBA loans have 0% interest and no repayment required before December 31, 2023. If the principal amount of $1,680,000 is repaid by December 31, 2023, the remaining principal of $840,000 will be forgiven. If the CEBA loans remain outstanding after December 31, 2023, only interest payments at 5% per annum are required until full principal is due on December 31, 2025.

Loan payable is recognized in accordance with IFRS 9, Financial Instruments, as a financial liability at amortized cost. The benefit of the market rate shall be measured as the difference between the initial carrying value of the loan (being the present value of a similar loan at market rates) and the proceeds received. For the year ended December 31, 2022, the Company had the carrying value of the CEBA loans at $1,585,427 (2021 – $1,495,505), using a discount rate of 6%, which was the estimated rate for a similar loan without the interest-free component. The remaining difference of $94,513 will be accreted to loan payable over the term of the CEBA loan and offset to other income on the combined statements of income and comprehensive income. For the year ended December 31, 2022, accretion expense recognized for the CEBA loans was $89,730 (2021– $72,959).

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

9.	Lease obligations:

	2022			2021
Balance, January 1	$	8,308,130		$	8,919,366
Derecognition of lease obligations		(82,272	)		(255,039	)
Lease payments		(741,953	)		(790,444	)
Interest expense		400,966			434,247
Balance, December 31		7,884,871			8,308,130
Current portion		(622,381	)		(660,325	)
Lease obligation - non-current portion	$	7,262,490		$	7,647,805

The current portion of lease obligations are presented within accounts payable and accruals.

The following table presents contractual discounted and undiscounted cash flows for lease obligations as at December 31, 2022:

	2023			2024			2025			2026			2027			2028 and thereafter			Total
Lease payments	$	773,620		$	773,620		$	773,620		$	773,620		$	773,620		$	7,235,683		$	11,103,783
Interest expense		(382,162	)		(362,134	)		(341,082	)		(318,952	)		(295,690	)		(1,518,892	)		(3,218,912	)
Net present value	$	391,458		$	411,486		$	432,538		$	454,668		$	477,930		$	5,716,791		$	7,884,871

10.	Financial instruments:

The Partnership as part of its operations carries financial instruments consisting of cash, trade receivables, due from related parties, accounts payable and accruals, loan payable, lease obligations, derivative assets, and long-term debt.

(a)

Fair value:

The Partnership’s financial assets and liabilities carried at fair value are measured and recognized according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy are as follows:

i.	Level 1:	Quoted prices in active markets for identical assets or liabilities.

ii.	Level 2:	Inputs other than quoted prices that are observable for the asset or liability.

iii.	Level 3:	Inputs for the asset or liability that are not based on observable market data.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

10.	Financial instruments (continued):

(a)

Fair value (continued):

The fair value of assets and liabilities are determined using Level 2 inputs. There were no gains or losses recognized in respect of Level 3 fair values during the year ended December 31, 2022 and 2021.

(i)

Derivative assets (liabilities) for interest rate swaps:

The Partnership has entered into interest rate swaps to effectively hedge the floating rate term loans into fixed rate arrangements by receiving floating rate and paying fixed rate payments. The fair value of the interest rate swaps is based on discounting estimates of future floating rate and fixed rate cash flows for the remaining term of the interest rate swaps. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Partnership and of the counterparty.

	Carrying amount
At December 31, 2022	Notional amount		Derivative assets

Interest rate swaps:
2343461 Ontario Inc.	$	2,887,056	$	224,464
2344215 Ontario Inc.		3,092,493		220,742
2387276 Ontario Inc		5,006,106		359,572
2387280 Ontario Inc.		2,290,027		188,476
2387281 Ontario Inc.		2,626,231		140,889
2391395 Ontario Inc.		1,477,088		102,500
SHY1 2012 FIT2 Ltd.		2,787,034		226,760
Icarus Whitesand Solar Limited Partnership		2,026,061		138,434
SPN LP 7		5,748,192		261,145
Solar Flow-Through Projects (2014 Subco F2) Ltd.		2,417,516		185,005
	$	30,357,804	$	2,047,987

	Carrying amount
At December 31, 2021	Notional amount		Derivative (liabilities)

Interest rate swaps:
2343461 Ontario Inc.	$	3,618,218	$	(40,148	)
2344215 Ontario Inc.		3,328,268		(25,106	)
2387276 Ontario Inc		5,343,140		(223,136	)
2387280 Ontario Inc.		2,444,683		(75,299	)
2387281 Ontario Inc.		2,791,506		(179,168	)
2391395 Ontario Inc		1,577,241		(63,159	)
SHY1 2012 FIT2 Ltd.		3,011,011		(1,639	)
Icarus Whitesand Solar Limited Partnership		2,172,357		(38,481	)
SPN LP 7		6,112,820		(436,268	)
Solar Flow-Through Projects (2014 Subco F2) Ltd.		2,612,749		(17,040	)
	$	33,011,993	$	(1,099,444	)

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

10.	Financial instruments (continued):

(a)

Fair value (continued):

(i)

Derivative assets (liabilities) for interest rate swaps (continued):

The carrying amounts of cash, trade receivables, accounts payable and accruals, due from related parties, and due to related parties approximate their fair values due to the short-term maturities of these items. The carrying amounts of loan payable and long-term debt approximate their fair value as they are calculated by reference to market rates of interest for similar instruments (Level 2).

(b)

Financial risk management:

(i)

Credit risk:

Credit risk is the risk of financial loss associated with the counterparty’s inability to fulfill its payment obligations. The Partnership has no significant credit risk with its counterparties. The carrying amount of financial assets net of impairment, if any, represents the Partnership’s maximum exposure to credit risk.

Confirmations for related party balances have been received and provided to defer any payments until after January 1, 2024. Amounts due from related parties are with entities under common management. The Partnership has assessed the creditworthiness of its related parties and determined the credit risk to be low.

Trade receivables are due from a local electricity utility entities in Ontario, all of which are government entities with high creditworthiness and the Partnership has determined the credit risk to be low. Cash has low credit risk as it is held by internationally recognized financial institutions.

(ii)

Liquidity risk:

Liquidity risk is the risk that the Partnership will not be able to meet its financial obligations as they become due. The Partnership’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due by maintaining adequate reserves, banking facilities, and borrowing facilities. As at December 31, 2022, the Partnership had a working capital deficit of $9,150,190 (2021 – $18,576,750). All of the Partnership’s financial liabilities are subject to normal trade terms.

(iii)

Market risk:

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and currency risk.

(A)

Interest rate risk:

The Partnership is not exposed to interest rate risk as loan payable amounts have fixed rates of interest and long-term debt amounts have fixed interest rates or interest rates are fixed through interest rate swaps (note 10(a)(i)).

(B)

Currency risk:

The Partnership does not have financial assets or liabilities held in a foreign currency.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

11.	Income taxes:

	2022			2021
Income before taxes	$	2,860,289		$	1,117,742
Effective Canadian statutory tax rate		26.5	%		26.5	%
Expected tax expense	$	757,977		$	296,202
Tax effects of:
Rate differential		(886,798	)		(341,310	)
Permanent and other		282,450			(600,152	)
Changes in unrecognized deferred tax assets		(5,074,842	)		832,419
Tax (recovery) expense	$	(4,921,213	)	$	187,159

The components of the net deferred tax assets and liabilities are as follows:

	2022			2021
Deferred tax assets:
Non-capital loss carry forward	$	1,088,383		$	150,706
Lease obligations		1,737,047			2,201,654
Solar power systems		-			75,868
Derivative instruments and other		-			120,387
		2,825,430			2,548,615
Deferred tax liabilities:
Solar power systems		(6,210,275	)		(129,320	)
Project development assets		(6,214,901	)		(6,619,428	)
Right-of-use assets		(1,726,408	)		(2,349,793	)
Derivative instruments and other		(436,828	)		(39,455	)
Long-term debt		(13,081	)		(31,203	)
		(14,601,493	)		(9,169,199	)
Net deferred tax liabilities	$	(11,776,063	)	$	(6,620,584	)

As at December 31, 2022, the Partnership had $5,376,262 (2021 – $20,898,779) of deductible temporary differences that have not been recognized and the Partnership has non-capital loss carry forwards of $10,255,632 (2021 – $17,216,102) which begin to expire in 2032. For the year ended December 31, 2022, the Partnership recognized a current tax recovery of $10,076,691 due to a change in estimate of its calculation of a royalty amount owing between the Partnership’s subsidiaries pursuant to funding and royalty agreements. The change in estimate arose from new information on the treatment of payments due to FIT Contract terminations under the funding and royalty agreements being received during the year ended December 31, 2022.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

12.	Related party transactions:

Due (to) from related parties:

	2022		2021

Berkley Renewables Inc.	$	(125,140)	$	8,275

Amounts due (to) from related parties are with entities under common management. The amounts due are unsecured, non-interest bearing and due on demand. As at December 31, 2022, the related parties have confirmed that no repayments are required for amounts due (to) from related parties until after January 1, 2024. Accordingly, due (to) from related party balances are recorded as non- current balances.

For the year ended December 31, 2022, management fees of $1,228,285 (2021 – $1,228,285) were accrued to the Partnership’s management and recorded in general and administrative expense in the combined statements of income and comprehensive income.

13.	Partners’ capital:

The Partnership’s authorized partners’ capital consists of an unlimited number of Units. Each issued and outstanding Unit shall be equal to each other Unit with respect to all rights, benefits, obligations and limitations as provided for in the Limited Partnership Agreement. Each limited partner will be entitled to one vote for each Unit held.

As at December 31, 2022, the Partnership had 679,280 (2021 – 679,280) limited partnership Units outstanding for cash consideration of $67,928,000 (2021 – $67,928,000) before issuance costs.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

14.	Non-controlling interests:

Summarized financial information for the Partnership’s subsidiaries that have non-controlling interests (“NCIs”) is set out below. The amounts are before intercompany eliminations for 2022 and 2021.

As at December 31, 2022		Current assets		Non- current assets		Current liabilities		Non- current liabilities		Net assets (liabilities)			Carrying amount of NCI

Icarus Whitesand Solar Limited Partnership	$	417,848	$	2,021,890	$	245,013	$	3,021,197	$	(826,472	)	$	(102,232	)
2387276 Ontario Inc.		1,110,076		8,314,710		631,496		8,847,251		(53,961	)		(27,034	)
2387278 Ontario Inc.		1,282		-		-		4,596		(3,314	)		(1,660	)
2387280 Ontario Inc.		450,387		2,161,145		218,501		2,773,274		(380,244	)		(307,828	)
2387281 Ontario Inc.		590,799		2,981,233		267,524		3,451,161		(146,653	)		(73,473	)
2387282 Ontario Inc.		1,111,286		10,653,264		1,172,238		11,291,286		(698,974	)		(352,426	)
2391395 Ontario Inc.		284,459		1,854,442		124,433		2,342,524		(328,057	)		(164,357	)
SPN LP 7		1,373,994		5,867,743		454,289		7,709,138		(921,690	)		(461,716	)
2405372 Ontario Inc.		9		1,500		-		18,781		20,290			10,416
2405402 Ontario Inc.		26,264		3,765,665		10,126		5,576,595		(1,794,792	)		(897,787	)
2405514 Ontario Inc.		72,501		5,618,503		136,205		7,985,937		(2,431,137	)		(1,219,404	)
2405799 Ontario Inc.		360,049		3,292,739		103,316		4,175,604		(626,131	)		(313,692	)
2467260 Ontario Inc.		509		7,000		-		4,233		11,742			5,883
2469780 Ontario Inc.		139,673		2,736,898		68,393		3,910,643		(1,102,465	)		(536,004	)
2503072 Ontario Inc.		64,150		7,048,744		248,834		8,196,328		(1,332,268	)		(667,468	)
2503225 Ontario Inc.		58,446		7,570,390		204,607		9,571,889		(2,147,661	)		(1,075,978	)
2503903 Ontario Inc.		523		7,500		-		5,993		2,030			1,017
Northern Development Solar 2016 Inc.		22,324		3,785,876		56,542		4,919,731		(1,168,072	)		(585,204	)
Sunshine Solar Ontario 2016 Inc.		539		3,500		-		6,950		10,991			5,506
	$	6,085,118	$	67,692,742	$	3,941,517	$	83,753,181	$	(13,916,838	)	$	(6,763,441	)

Year ended December 31, 2022	Net income (loss) and comprehensive income (loss)			Allocated to NCI			Dividends to NCI

Icarus Whitesand Solar Limited Partnership	$	60,061		$	12,668		$	-
2387276 Ontario Inc.		386,319			205,767			-
2387278 Ontario Inc.		(2,136	)		11,150			-
2387280 Ontario Inc.		244,764			202,002			-
2387281 Ontario Inc.		300,633			162,838			-
2387282 Ontario Inc.		(330,317	)		(177,766	)		-
2391395 Ontario Inc.		59,735			42,148			-
SPN LP 7		463,384			244,376			-
2405372 Ontario Inc.		(4,573	)		9,930			-
2405402 Ontario Inc.		(561,892	)		(269,287	)		-
2405514 Ontario Inc.		(724,446	)		(350,727	)		-
2405799 Ontario Inc.		(318,734	)		(147,465	)		-
2467260 Ontario Inc.		(3,521	)		10,457			-
2469780 Ontario Inc.		(343,553	)		(159,899	)		-
2503072 Ontario Inc.		(576,597	)		(276,654	)		-
2503225 Ontario Inc.		(952,207	)		(464,835	)		-
2503903 Ontario Inc.		(2,136	)		11,150			-
Northern Development Solar 2016 Inc.		(476,440	)		(226,476	)		-
Sunshine Solar Ontario 2016 Inc.		(3,210	)		10,613			-
	$	(2,784,866	)	$	(1,150,010	)	$	-

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

14.	Non-controlling interests (continued):

As at December 31, 2021		Current assets		Non- current assets		Current liabilities		Non- current liabilities		Net assets (liabilities)			Carrying amount of NCI

Icarus Whitesand Solar Limited Partnership	$	414,023	$	2,585,158	$	253,714	$	3,656,394	$	(910,927	)	$	(114,900	)
2387276 Ontario Inc.		1,117,861		9,945,695		657,913		10,870,318		(464,675	)		(232,801	)
2387278 Ontario Inc.		1,699		32,730		-		60,000		(25,571	)		(12,810	)
2387280 Ontario Inc.		501,053		2,078,642		219,112		3,009,985		(649,402	)		(509,830	)
2387281 Ontario Inc.		621,027		3,590,598		263,262		4,420,039		(471,676	)		(236,311	)
2387282 Ontario Inc.		1,196,178		16,790,668		1,145,141		17,185,856		(344,151	)		(174,660	)
2391395 Ontario Inc.		267,631		2,211,606		127,515		2,763,904		(412,182	)		(206,505	)
SPN LP 7		1,441,992		6,962,731		444,872		9,369,318		(1,409,467	)		(706,092	)
2405372 Ontario Inc.		346		60,124		-		60,000		470			487
2405402 Ontario Inc.		17,596		4,307,969		16,561		5,566,295		(1,257,291	)		(628,500	)
2405514 Ontario Inc.		69,125		5,939,859		133,028		7,607,041		(1,731,085	)		(868,677	)
2405799 Ontario Inc.		384,490		3,364,864		116,139		3,965,004		(331,789	)		(166,227	)
2467260 Ontario Inc.		504		50,366		-		60,000		(9,130	)		(4,574	)
2469780 Ontario Inc.		133,757		2,668,172		60,539		3,524,693		(783,303	)		(376,105	)
2503072 Ontario Inc.		65,696		8,377,223		454,669		8,768,315		(780,065	)		(390,814	)
2503225 Ontario Inc.		119,671		8,373,196		253,257		9,459,457		(1,219,847	)		(611,143	)
2503903 Ontario Inc.		523		39,250		-		60,000		(20,227	)		(10,134	)
Northern Development Solar 2016 Inc.		13,145		3,754,740		58,039		4,425,870		(716,024	)		(358,729	)
Sunshine Solar Ontario 2016 Inc.		1,213		48,596		-		60,000		(10,191	)		(5,106	)
	$	6,367,530	$	81,182,187	$	4,203,761	$	94,892,489	$	(11,546,533	)	$	(5,613,431	)

Year ended December 31, 2021	Net income (loss) and comprehensive income (loss)			Allocated to NCI			Dividends to NCI

Icarus Whitesand Solar Limited Partnership	$	5,566		$	835		$	-
2387276 Ontario Inc.		250,235			125,368			-
2387278 Ontario Inc.		-			-			-
2387280 Ontario Inc.		173,465			130,185			(360,255	)
2387281 Ontario Inc.		129,179			64,719			-
2387282 Ontario Inc.		(1,232,772	)		(617,619	)		-
2391395 Ontario Inc.		33,969			17,018			-
SPN LP 7		1,173,363			587,855			-
2405372 Ontario Inc.		-			-			-
2405402 Ontario Inc.		(528,870	)		(264,964	)		-
2405514 Ontario Inc.		(714,126	)		(357,777	)		-
2405799 Ontario Inc.		(324,695	)		(162,672	)		-
2467260 Ontario Inc.		-			-			-
2469780 Ontario Inc.		(338,175	)		(169,426	)		-
2503072 Ontario Inc.		(599,028	)		(300,113	)		-
2503225 Ontario Inc.		(805,451	)		(403,531	)		-
2503903 Ontario Inc.		-			-			-
Northern Development Solar 2016 Inc.		(452,585	)		(226,745	)		-
Sunshine Solar Ontario 2016 Inc.		-			-			-
	$	(3,229,925	)$		(1,576,867	)	$	(360,255	)

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

15.	General and administrative expenses:

	2022		2021
Management fees	$	1,228,285	$	1,228,285
Professional fees		279,542		408,114
Office and administrative		138,383		181,704
	$	1,646,210	$	1,818,103

16.	Other income (expense):

	2022			2021
Interest and penalties on late-filed tax returns	$	1,630,000		$	(1,630,000	)
Gain on sale of solar power systems – note 6		221,352			335,102
Other items		(132,623	)		721,663
Production guarantee release payment		-			457,200
	$	1,718,729		$	(116,035	)

17.	Changes in working capital:

	2022			2021
Trade and other receivables	$	137,686		$	573,660
Other assets		66,778			(39,412	)
Prepaid expenses and deposits		27,737			276,684
Accounts payable and accruals		(710,660	)		(726,383	)
	$	(478,459	)	$	84,549

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

18.	Capital management:

The Partnership’s objectives in managing liquidity and capital are to safeguard the Partnership’s ability to continue as a going concern and to provide financial capacity to meet its strategic objectives. The capital structure of the Partnership consists of the following:

December 31	2022			2021
Long-term debt – non-current portion (note 7)	$	55,450,430		$	59,204,440
Partners’ deficit		(63,035,342	)		(71,966,853	)
	$	(7,584,912	)	$	(12,762,413	)

The Partnership manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the strategies employed by the Partnership may include the issuance or repayment of debt, dividend payments, or sale of assets. The Partnership has determined it will have sufficient funds to meet its current operating and development obligations for at least 12 months from the reporting date. There has not been any significant change in capital management from the prior year.

19.	Contingencies:

(a)

First legal claim for the improper termination of FIT Contracts:

On December 2, 2020, a Statement of Claim was filed by the Partnership, parties related through common management and an independent solar project developer (collectively the “Plaintiffs”) against the Ontario Ministry of Energy, Northern Development and Mines (“MOE”), the IESO, and John Doe (collectively the “Defendants”). Plaintiffs seek damages from the Defendants in the amount of $240 million in lost profits, $17.8 million in development costs, and $50 million in punitive damages for misfeasance of public office, breach of contract, inducing the breach of contract, breach of the duty of good faith and fair dealing, and conspiracy resulting in the wrongful termination of 111 FIT Contracts. This lawsuit was previously subject to a leave requirement under s. 17 of the Crown Liability and Proceedings Act, 2019. However, a recent decision of the Ontario Superior Court of Justice has deemed s. 17 of no force and effect (see Poorkid Investments v. HMTQ 2022 ONSC 883). Accordingly, the lawsuit will continue to move forward through the normal course. We expect statements of defence to be served following the determination of some preliminary motions. No amounts are recognized in these combined special purpose financial statements with respect to this claim.

SOLAR FLOW-THROUGH LIMITED PARTNERSHIP

Notes to Combined Special Purpose Financial Statements

Years ended December 31, 2022 and 2021

19.	Contingencies (continued):

(b)

Second legal claim for the improper termination of FIT Contracts:

On January 29, 2021, a second Statement of Claim was filed by the Partnership, parties related through common management and an independent solar project developer against the MOE, the IESO, and Greg Rickford, as Minister of the MOE (collectively the “Defendants”). The Plaintiffs seek damages from the Defendants in the amount of $260 million in lost profits, $26.9 million in development costs, and $50 million in punitive damages for breach of contract and breach of duty of good faith and fair dealing resulting in the wrongful termination of 133 FIT contracts. This second Statement of Claim is separate and in addition to the first Statement of Claim filed. This lawsuit was previously subject to a leave requirement under s. 17 of the Crown Liability and Proceedings Act, 2019. However, a recent decision of the Ontario Superior Court of Justice has deemed s. 17 of no force and effect (see Poorkid Investments v. HMTQ 2022 ONSC 883). Accordingly, the lawsuit will continue to move forward through the normal course. We expect statements of defence to be served following the determination of some preliminary motions, including a motion to consolidate the two actions into a single action. No amounts are recognized in these combined special purpose financial statements with respect to this claim.

(c)

Third legal claim for the improper termination of FIT Contracts:

On December 2, 2020, the Partnership filed a legal claim to seek damages in the amount of $15 million for breach of contract against the IESO. Discovery and examinations for the legal claim occurred in November 2021. There were a number of undertakings to be provided by both parties from the discovery and these have been prepared and provided to opposing counsel. The court dates for this claim have now been scheduled for April 2024.

20.	Subsequent events:

Recovery of Pre-Construction Development Costs due to FIT Contract terminations

On June 29, 2018, the Progressive Conservative Party of Ontario was sworn in as the new provincial government. On July 13, 2018, the new government issued an Order in Council containing the Minister of Energy’s Directive to immediately take all steps necessary to wind down all FIT 2, 3, 4 and 5 contracts where the IESO had not issued Notice to Proceed (“NTP”). An NTP was issued for a contract when it was ready for construction.

In response to the Minister of Energy’s Directive, the IESO issued termination notices to all pre- NTP FIT contract holders on July 16, 2018. However, the notice confirmed FIT Contract provisions for the cost recovery of Pre-Construction Development Costs (“PCDCs”) in the event of contract termination. Pre-Construction Development Costs are defined as reasonable costs incurred in development of a project from contract award date to termination date. The ultimate amount to be recovered is subject to the IESO’s approval, and there is no certainty as to the actual amount to be recovered from the IESO.

Subsequent to December 31, 2022, the Partnership has received $14,841,077 in PCDCs and expects to receive the remaining balance in fiscal year 2023.

Exhibit 99.8

SOLAR FLOW-THROUGH FUNDS LTD

Unaudited Condensed Interim Consolidated Financial Statements

Three months ended March 31, 2024

Expressed in Canadian Dollars

SOLAR FLOW-THROUGH FUNDS LTD

Unaudited Condensed Interim Consolidated Statements of Financial Position

As at

		March 31,			December 31,
	Notes	2024			2023
Assets
Current assets:
Cash		$	12,648,841		$	15,947,226
Trade and other receivables	4		4,347,948			3,871,413
Prepaid expenses and deposits	5		197,560			276,328
			17,194,349			20,094,967
Non-current assets:
Equipment	6		51,704,291			52,115,696
Intangible assets	7		34,801,123			35,355,869
Other assets	5		821,345			828,232
Derivative assets	10		1,771,479			1,399,648
Goodwill	3		37,339,528			37,339,528
			126,437,766			127,038,973
Total assets		$	143,632,115		$	147,133,940

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accruals		$	12,697,583		$	13,143,513
Current portion of long-term debt	8		3,939,342			5,525,240
Current portion of lease obligations	9		585,057			592,089
			17,221,982			19,260,842
Non-current liabilities:
Long-term debt	8		47,637,848			47,155,762
Lease obligations	9		6,837,308			6,921,874
Deferred tax liabilities			14,136,253			14,561,458
Due to related parties	11		1,434,373			1,434,373
			70,045,782			70,073,467
Total liabilities		$	87,267,764		$	89,334,309

Shareholders’ equity:
Share capital	12		43,632,156			43,632,156
Deficit			(3,417,081	)		(2,831,114	)
			40,215,075			40,801,042
Non-controlling interests	13		16,149,276			16,998,589
Total shareholders’ equity			56,364,351			57,799,631
Total liabilities and shareholders’ equity		$	143,632,115		$	147,133,940
Contingencies	18

See accompanying notes to the unaudited condensed interim consolidated financial statements.

Approved by the Board:


Matthew Wayrynen, CEO, Director

SOLAR FLOW-THROUGH FUNDS LTD

Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the three months ended March 31

	Notes	2024

Revenue		$	1,361,854
Direct costs			(631,383	)
Amortization			(1,376,332	)
Gross loss			(645,861	)
Operating expenses:
General and administrative	14		(974,040	)
Operating loss			(1,619,901	)
Finance costs			(723,517	)
Change in fair value of interest rate swaps			371,834
Other income	15		111,089
Loss before taxes			(1,860,495	)
Tax expense:
Deferred tax recovery			425,215
Net loss and comprehensive loss		$	(1,435,280	)

Attributed to:
Common shareholders		$	(585,967	)
Non-controlling interests	13		(849,313	)
		$	(1,435,280	)

See accompanying notes to the unaudited condensed interim consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

	Number of common shares		Share Capital		Deficit			Non- controlling interests			Total shareholders’ equity
December 31, 2023		10,000,000	$	43,632,156	$	(2,831,114	)	$	16,998,589		$	57,799,631
Issuance – note 12		1,052,599		-		-			-			-
Net loss and comprehensive loss		-		-		(585,967	)		(849,313	)		(1,435,280	)
March 31, 2024		11,052,599	$	43,632,156	$	(3,417,081	)	$	16,149,276		$	56,364,351

See accompanying notes to the unaudited condensed interim consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Unaudited Condensed Interim Consolidated Statements of Cash Flows

For the three months ended March 31

	Notes	2024
Cash provided by (used in):

Operating activities:
Net loss		$	(1,435,280	)
Add back non-cash items:
Amortization			1,376,332
Finance costs			723,517
Change in fair value of interest rate swaps	10		(371,834	)
Lease interest expense	9		92,759
Deferred tax recovery			(425,215	)
Changes in working capital	16		(927,143	)
			(966,864	)
Investing activities:
Acquisition of battery energy storage systems	6		(319,835	)
			(319,835	)
Financing activities:
Net repayment of long-term debt			(1,827,329	)
Repayment of lease obligations	9		(184,357	)
			(2,011,686	)
Decrease in cash			(3,298,385	)
Cash, beginning of year			15,947,226
Cash, end of year		$	12,648,841

See accompanying notes to the unaudited condensed interim consolidated financial statements.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

1.	Nature of operations:

Solar Flow-Through Funds Ltd (the “Company”) is engaged in the development and operation of solar photovoltaic power generation projects, battery energy storage systems (“BESS”) and electric vehicle charging stations in Canada and the US. On August 11, 2023, the Company was incorporated to commence a corporate reorganization among nine general partners, nine management companies and nine limited partnerships culminating in the completion of an amalgamation on October 23, 2023 into a single corporation. This business combination is described in note 3. The address of the registered office of the Company is Suite 900 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1.

2.	Basis of preparation:

(a)

Statement of compliance and basis of presentation:

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 – “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in annual financial statements prepared in accordance with IFRS have been condensed or omitted and these unaudited condensed interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023.

The accounting policies applied in preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s financial statements for the year ended December 31, 2023, with the exception of the new accounting policies described below.

The preparation of condensed interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The interim results are not necessarily indicative of results for a full year. The critical judgments and estimates applied in the preparation of the Company’s condensed interim consolidated financial statements are consistent with those applied to the Company’s financial statements for the year ended December 31, 2023.

These condensed interim consolidated financial statements were authorized for issue by the Board of Directors on May 17, 2024.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

2.	Basis of preparation (continued):

(b)

Basis of consolidation:

(i)

Subsidiaries:

These condensed interim consolidated financial statements include the financial statements of the Company and its subsidiaries for which it has a controlling interest. The Company controls an entity when it is exposed to, or has rights to, variable returns from its investment with the entity and has the ability to affect those returns through its power over the entity. All intercompany balances and transactions are eliminated upon consolidation. The method of accounting applied to the preparation of the condensed interim consolidated financial statements is consolidation. Details of the Company’s ownership interests in its subsidiaries are as follows:

Name	Ownership interest
Solar High Yield Projects #1 Ltd.		100.00	%
2344215 Ontario Inc.		100.00	%
SHY1 2012 FIT2 Ltd.		100.00	%
2343461 Ontario Inc.		100.00	%
Icarus Whitesand Solar Limited Partnership		85.00	%
2387276 Ontario Inc.		49.90	%
2387280 Ontario Inc.		24.95	%
2387281 Ontario Inc.		49.90	%
2387282 Ontario Inc.		49.90	%
2391395 Ontario Inc.		49.90	%
SPN LP 7		49.90	%
1000234763 Ontario Inc.		50.00	%
1000234813 Ontario Inc.		50.00	%
Solar Flow-Through Project #1 (2013) Ltd.		100.00	%
2405402 Ontario Inc.		49.90	%
2405514 Ontario Inc.		49.90	%
2467260 Ontario Inc.		49.90	%
Solar Flow-Through (2014) Ltd.		100.00	%
Solar Flow-Through Projects (2014 Subco F2) Ltd.		100.00	%
Solar Flow-Through (2015) Ltd.		100.00	%
2405372 Ontario Inc.		49.90	%
2469780 Ontario Inc.		49.90	%
2405799 Ontario Inc.		49.90	%
SFF Solar (2015) Ltd.		100.00	%
Solar Flow-Through (2016) Ltd.		100.00	%
2503072 Ontario Inc.		49.90	%
2503225 Ontario Inc.		49.90	%
2503903 Ontario Inc.		49.90	%
Northern Development Solar 2016 Inc.		49.90	%
Sunshine Solar Ontario 2016 Inc.		49.90	%
Solar Flow-Through (2017-I) Ltd.		100.00	%
Solar Flow-Through (2017-A) Ltd.		100.00	%
Solar Flow-Through (2018-I) Ltd.		100.00	%
Solar Flow-Through (2018-A) Ltd.		100.00	%
15155355 Canada Inc.		100.00	%
Sustainable Energies Corporation		100.00	%
Sustainable Energies OR LLC		100.00	%
Sustainable Energies CA LLC		100.00	%
Sustainable Energies VA LLC		100.00	%

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

3.	Business combination:

Effective October 23, 2023, the Company completed its corporate reorganization to acquire 100% of the issued and outstanding limited partnership units of Solar Flow-Through 2012-I Limited Partnership, Solar Flow-Through 2013-I Limited Partnership, Solar Flow-Through 2014-I Limited Partnership, Solar Flow-Through 2015-I Limited Partnership, Solar Flow-Through 2016-I Limited Partnership, Solar Flow-Through 2017-A Limited Partnership, Solar Flow-Through 2017-I Limited Partnership, Solar Flow-Through 2018-A Limited Partnership, and Solar Flow-Through 2018-I Limited Partnership, and 100% of the issued and outstanding common shares of the limited partnerships’ respective general partner corporations and management companies for non-cash share consideration. The Company exchanged 9,999,999 common shares to complete this corporate reorganization. Goodwill represents the future economic benefits arising from the business acquisition including the benefits from the funding and royalty agreements entered into between the Company and its non-controlling shareholders, which result in significant value to the controlling shareholders by attributing the majority of the earnings from solar photovoltaic power generation projects to the controlling shareholder based on economic ownership. The group of limited partnerships is engaged in the development and operation of solar photovoltaic power generation projects, battery energy storage systems and electric vehicle charging stations in Canada and the US. The Company accounted for the acquisition using the acquisition method and operating results from the date of acquisition to March 31, 2024 have been included in the consolidated financial statements.

The allocation of the purchase price of the net identifiable assets based on their estimated fair values is as follows:

Purchase price	$	43,632,155
Fair value of net assets acquired
Cash		29,391,123
Trade and other receivables		3,262,152
Prepaid expenses and deposits		531,970
Equipment		45,538,509
Intangible assets		35,776,500
Other assets		870,263
Derivative assets		2,777,639
Accounts payable and accruals		(12,324,753	)
Loan payable		(1,207,807	)
Current portion of long-term debt		(5,514,189	)
Long-term debt		(47,717,949	)
Lease obligations		(7,579,849	)
Deferred tax liabilities		(16,123,689	)
Due to related parties		(1,434,379	)
Non-controlling interests		(19,952,914	)
Goodwill	$	37,339,528

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

4.	Trade and other receivables:

	March 31,		December 31,
	2024		2023
GST/HST receivable	$	2,475,031	$	2,517,111
Trade receivables		1,872,917		1,354,302
	$	4,347,948	$	3,871,413

5.	Prepaid expenses and deposits:

	March 31,		December 31,
	2024		2023
Prepaid rent	$	91,517	$	84,116
Other prepaid expenses		87,543		110,848
Prepaid insurance		-		62,864
Contract application deposits		18,500		18,500
	$	197,560	$	276,328

As at March 31, 2024, the non-current portion of prepaid rent of $821,345 (December 31, 2023 – $828,232) is presented as other assets.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

6.	Equipment:

	Solar power system assets		Battery energy storage systems		Right-of-use assets		Royalty contract assets		Total
Cost:

Balance, December 31, 2023	$	38,315,000	$	7,534,008	$	6,804,893	$	83,430	$	52,737,331
Additions		-		410,181		-		-		410,181
Balance, March 31, 2024	$	38,315,000	$	7,944,189	$	6,804,893	$	83,430	$	53,147,512

	Solar power system assets		Battery energy storage systems		Right-of-use assets		Royalty contract assets		Total
Accumulated amortization:

Balance, December 31, 2023	$	524,967	$	-	$	95,526	$	1,142	$	621,635
Amortization		692,348		-		127,716		1,522		821,586
Balance, March 31, 2024	$	1,217,315	$	-	$	223,242	$	2,664	$	1,443,221
Net book value, December 31, 2023	$	37,790,033	$	7,534,008	$	6,709,367	$	82,288	$	52,115,696
Net book value, March 31, 2024	$	37,097,685	$	7,944,189	$	6,581,651	$	80,766	$	51,704,291

7.	Intangible assets:

	FIT Contracts		BESS Contracts		Total
Cost:
Balance at December 31, 2023	$	30,851,000	$	4,925,500	$	35,776,500
Balance at March 31, 2024	$	30,851,000	$	4,925,500	$	35,776,500
Accumulated depreciation:
Balance at December 31, 2023	$	420,631	$	-	$	420,631
Amortization		554,746		-		554,746
Balance at March 31, 2024	$	975,377	$	-	$	975,377
Net book value, December 31, 2023	$	30,430,369		4,925,500	$	35,355,869
Net book value, March 31, 2024	$	29,875,623	$	4,925,500	$	34,801,123

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

8.	Long-term debt:

	March 31, 2024			December 31, 2023
Balance, beginning	$	53,691,355		$	-
Additions		-			54,263,805
Interest expense		796,647			823,812
Repayment of principal		(1,257,436	)		(805,960	)
Interest payments		(656,400	)		(590,302	)
		52,574,166			53,691,355
Deferred fees on long-term debt		(996,976	)		(1,010,352	)
Balance, ending		51,577,190			52,681,002
Current portion		(3,939,342	)		(5,525,240	)
Non-current portion	$	47,637,848		$	47,155,762

As at March 31, 2024, the Company had 51 term loans secured by the underlying solar power system assets. The loans have interest payable quarterly with variable interest rates ranging from 1.56% plus Canadian Dollar Offering Rate (“CDOR”) to 3.34% plus CDOR and with fixed interest rates ranging from 4.45% to 6.06%. The loans were recorded at the date of acquisition of October 23, 2023 at the fair value based on the borrowing rate at the date of acquisition, which was determined to be an interest rate of 5.69% with a remaining term range of 3 to 17 years maturing between 2026 and 2040. The calculation and publication of CDOR will permanently cease after June 28, 2024. As a result, the loans will reference to Canadian Overnight Repo Rate Average (“CORRA”) after CDOR’s cessation.

The Company has entered into interest rate swap agreements to manage the risk related to fluctuations in variable interest rates. Interest rate swaps are accounted for as derivatives and recorded at fair value on the consolidated statements of financial position with change in fair value recorded in profit or loss. At March 31, 2024 the notional amount of the Company’s interest rate swap contracts was $27,589,583 (December 31, 2023 - $28,266,588) (note 10 (a)(i)).

9.	Lease obligations:

	March 31, 2024			December 31, 2023
Balance, beginning	$	7,513,963		$	-
Additions		-			7,579,849
Lease payments		(184,357	)		(135,664	)
Interest expense		92,759			69,778
Balance, ending		7,422,365			7,513,963
Current portion		(585,057	)		(592,089	)
Non-current portion	$	6,837,308		$	6,921,874

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

10.

Financial instruments:

(a)

Fair value:

	i.	Level 1: Quoted prices in active markets for identical assets or liabilities.
	ii.	Level 2: Inputs other than quoted prices that are observable for the asset or liability.
	iii.	Level 3: Inputs for the asset or liability that are not based on observable market data.

The fair value of assets and liabilities are determined using Level 2 inputs. There were no gains or losses recognized in respect of Level 3 fair values during the three months ended March 31, 2024.

(i)

Derivative assets for interest rate swaps:

	Carrying amount
	Notional		Derivative
As at March 31, 2024	amount		assets

Interest rate swaps:
2343461 Ontario Inc.	$	2,564,749	$	190,271
2344215 Ontario Inc.		2,816,492		180,745
2387276 Ontario Inc.		4,567,817		320,075
2387280 Ontario Inc.		2,126,877		165,903
2387281 Ontario Inc.		2,334,957		129,597
2391395 Ontario Inc.		1,361,859		90,024
SHY1 2012 FIT2 Ltd.		2,536,755		185,524
Icarus Whitesand Solar Limited Partnership		1,861,109		117,844
SPN LP 7		5,221,296		239,271
Solar Flow-Through Projects (2014 Subco F2) Ltd.		2,197,672		152,225
	$	27,589,583	$	1,771,479

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

10.

Financial instruments (continued):

(a)

Fair value (continued):

(i)

Derivative assets for interest rate swaps (continued):

(b)

Financial risk management:

(i)

Credit risk:

Confirmations for related party balances have been received and provided to defer any payments until after March 31, 2025. Amounts due from related parties are with entities under common management. The Company has assessed the creditworthiness of its related parties and determined the credit risk to be low.

(ii)

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to that it will have sufficient liquidity to meet liabilities when due by maintaining adequate reserves, banking facilities, and borrowing facilities. As at March 31, 2024, the Company had a working capital deficit of $27,633. All of the Company’s financial liabilities are subject to normal trade terms.

(ii)

Market risk:

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and currency risk.

(A)

Interest rate risk:

(B)

Currency risk:

The Company does not have financial assets or liabilities held in a foreign currency.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

11.

Related party transactions:

As at March 31, 2024, the Company has due to related parties of $1,434,373 (December 31, 2023 - $1,434,373) owed to Berkley Renewables Inc., which has a director that is also a director for the Company. The amounts due are unsecured, non-interest bearing and due on demand. As at March 31, 2024, the related parties have confirmed that no repayments are required for amounts due to related parties until after March 31, 2025. Accordingly, due to related party balances are recorded as non-current balances.

Key management includes the Company’s directors and executive officers including its Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. For the three months ended March 31, 2024 the salaries and benefits paid to key management was $307,200.

12.

Share capital:

On March 19, 2024, the Company issued 1,052,599 common shares of the Company to SolarBank for nil value for the purpose of voting such shares in favor of the Transaction at the Company Meeting as disclosed in note 18. Once the Transaction is completed, the nil share value will be converted by a $4.7 million payable that is due to SolarBank from the Company. The liability cannot be extinguished as the extinguishment is contingent on the acquisition being completed. If the Agreement is terminated, then SolarBank shall have the option exercisable to return the common shares of the Company to the Company for cancellation and thereafter the receivable shall again be due and owing by the Company to SolarBank. As the return of the common shares to the Company is at the option of SolarBank the issuance of shares has not settled the balance owing to SolarBank by the Company.

As at March 31, 2024, the authorized share capital of the Company consisted of an unlimited number of common shares without par value, and 11,052,599 common shares, 783,000 Class A Tracking Shares, 895,000 Class B Tracking Shares, and 866,000 Class C Tracking Shares are issued and outstanding.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

13.

Non-controlling interests:

Summarized financial information for the Company’s subsidiaries that have non-controlling interests (“NCIs”) is set out below. The amounts are before intercompany eliminations.

As at March 31, 2024	Current assets		Non-current assets		Current liabilities			Non-current liabilities			Net assets (liabilities)			Carrying amount of NCI

Icarus Whitesand Solar Limited Partnership	$	360,377	$	3,836,516	$	(30,339	)	$	(2,566,811	)	$	1,599,743		$	239,962
1000234763 Ontario Inc.		717,997		9,429,142		(580,710	)		(6,004,019	)		3,562,411			1,784,773
1000234813 Ontario Inc.		375,722		3,890,546		(1,023,005	)		(2,284,809	)		958,455			480,187
2387276 Ontario Inc.		1,175,633		10,361,417		(272,009	)		(7,391,716	)		3,873,324			1,940,536
2387280 Ontario Inc.		511,182		3,097,828		(38,027	)		(2,546,711	)		1,024,273			769,327
2387281 Ontario Inc.		492,461		4,164,040		(71,151	)		(2,962,211	)		1,623,139			813,193
2387282 Ontario Inc.		1,320,349		17,606,601		(439,486	)		(11,582,478	)		6,904,986			3,459,398
2391395 Ontario Inc.		278,459		2,278,361		(16,162	)		(1,483,772	)		1,056,886			529,500
SPN LP 7		1,302,393		10,601,284		(83,502	)		(5,812,731	)		6,007,444			3,009,735
2405372 Ontario Inc.		26,693		55,779		(26,904	)		(37,743	)		17,825			8,930
2405402 Ontario Inc.		124,838		2,351,864		(688,309	)		(369,234	)		1,419,160			690,959
2405514 Ontario Inc.		47,711		4,598,487		(134,981	)		(1,933,500	)		2,577,716			1,291,436
2405799 Ontario Inc.		324,166		1,590,271		(133,634	)		(1,854,722	)		(73,920	)		(37,034	)
2467260 Ontario Inc.		85,182		349,125		(356,631	)		(72,854	)		4,822			2,416
2469780 Ontario Inc.		89,699		1,482,638		-			(1,281,453	)		290,884			145,733
2503072 Ontario Inc.		149,753		5,896,631		(367,965	)		(3,530,144	)		2,148,275			1,076,284
2503225 Ontario Inc.		328,048		4,709,623		(667,178	)		(3,637,674	)		732,819			367,143
2503903 Ontario Inc.		170,925		-		(219,929	)		(814,792	)		(863,796	)		(435,267	)
Northern Development Solar 2016		80,802		1,588,360		(528,058	)		(976,936	)		164,167			82,247
Sunshine Solar Ontario 2016 Inc.		73,479		-		(157,107	)		(56,455	)		(140,082	)		(70,181	)
	$	8,035,871	$	87,888,513	$	(5,835,089	)	$	(57,200,764	)	$	32,888,531		$	16,149,276

	Net gain (loss) and comprehensive gain (loss)			Allocated to NCI
As at March 31, 2024
Icarus Whitesand Solar Limited Partnership	$	(44,763	)	$	(6,714	)
1000234763 Ontario Inc.		(59	)		(30	)
1000234813 Ontario Inc.		(177	)		(88	)
2387276 Ontario Inc.		(125,175	)		(62,712	)
2387280 Ontario Inc.		(16,136	)		(12,110	)
2387281 Ontario Inc.		(39,265	)		(19,672	)
2387282 Ontario Inc.		(186,206	)		(93,289	)
2391395 Ontario Inc.		(30,197	)		(15,129	)
SPN LP 7		(103,954	)		(52,081	)
2405372 Ontario Inc.		142			71
2405402 Ontario Inc.		(145,918	)		(73,105	)
2405514 Ontario Inc.		(201,052	)		(100,727	)
2405799 Ontario Inc.		(152,184	)		(76,244	)
2467260 Ontario Inc.		(3,766	)		(1,887	)
2469780 Ontario Inc.		(98,004	)		(49,100	)
2503072 Ontario Inc.		(215,955	)		(108,193	)
2503225 Ontario Inc.		(246,531	)		(123,512	)
2503903 Ontario Inc.		3,316			1,661
Northern Development Solar 2016 Inc.		(125,257	)		(62,754	)
Sunshine Solar Ontario 2016 Inc.		12,579			6,302
	$	(1,718,562	)	$	(849,313	)

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

14.

General and administrative expenses:

	Three Months Ended
	March 31, 2024
Office and administration	$	577,094
Legal fees		169,358
Professional fees		201,443
Rent		26,145
	$	974,040

15.

Other income:

	Three Months Ended
	March 31, 2024
Interest income	$	142,440
Recovery of pre-construction development costs		19,593
Other items		(50,944	)
	$	111,089

16.

Changes in working capital:

	Three Months Ended
	March 31, 2024
Trade and other receivables	$	(476,535	)
Prepaid expenses and deposits		78,768
Other assets		(83,461	)
Accounts payable and accruals		(445,915	)
	$	(927,143	)

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

17.

Capital management:

	March 31, 2024

Long-term debt – non-current portion (note 8)	$	47,637,848
Deficit		(3,417,081	)
	$	44,220,767

18.

Contingencies:

Transaction Success Bonus Agreement:

Plan of Arrangement Transaction:

On March 19, 2024, the Company entered into a definitive agreement (the “Agreement”) with SolarBank Corporation (Cboe CA:SUNN; NASDAQ:SUUNN; FSE:GY2) (“SolarBank”) to sell all of the issued and outstanding common shares of the Company through a plan of arrangement for an aggregate purchase price of up to $41.8 million in an all stock deal (the “Transaction”). The Transaction values the Company at up to $45 million but the consideration payable excludes the common shares of the Company currently held by SolarBank.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

18.

Contingencies (continued):

(“CVRs”). The SolarBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between the Company, the Ontario Independent Electricity System Operator (“IESO”) and the major suppliers for the Company BESS portfolio and the binding terms of the debt financing for the BESS portfolio have been agreed (the “CVR Conditions”). On satisfaction of the CVR Conditions, the independent valuations expert shall revalue the BESS portfolio and SolarBank shall then issue SolarBank Shares having an aggregate value that is equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by the independent valuations expert, plus the sale proceeds of any portion of the BESS portfolio that may be sold, in either case divided by the Agreement Date VWAP. The maximum number of additional shares issued for the CVRs will be 2,283,929 SolarBank Shares.

The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval at a special meeting expected to be held on June 19, 2024 (the “Company Meeting”). Under the terms of the Transaction, the Company shareholders will receive consideration of (i) $25.53 million, representing approximately $2.75 per the Company common share or 0.3845938 of a SolarBank Share for every the Company common share; and (ii) up to $16.31 million in CVRs that may, on satisfaction of the CVR Conditions, be exchanged for SolarBank Shares representing up to approximately $1.75 per the Company common share or up to 0.2456582 of a SolarBank Share for every the Company common share.

Prior to the Company Meeting, SolarBank will convert $4.7 million of a payable that is due from the Company to SolarBank into 1,052,599 common shares of the Company for the purpose of voting such shares in favor of the Transaction at the Company Meeting as disclosed in note 12. The liability cannot be extinguished as the extinguishment is contingent on the acquisition being completed. If the Agreement is terminated, then SolarBank shall have the option exercisable to return the common shares of the Company to the Company for cancellation and thereafter the receivable shall again be due and owing by the Company to SolarBank. As the return of the common shares to the Company is at the option of SolarBank the issuance of shares has not settled the balance owing to SolarBank by the Company. After conversion of the receivable, SolarBank will hold 1,755,420 common shares of the Company of a total of 11,052,599 common shares.

SOLAR FLOW-THROUGH FUNDS LTD

Notes to Condensed Interim Consolidated Financial Statements (unaudited)

For the three months ended March 31, 2024

18.

Contingencies (continued):

Release date	Percentage
Closing		0	%
6 Months from closing		5	%
12 Months from closing		5	%
18 Months from closing		5	%
24 Months from closing		5	%
27 Months from closing		20	%
30 Months from closing		20	%
33 Months from closing		20	%
36 Months from closing		20	%

Exhibit 99.9

Consent of Independent Auditors

/s/ ZH CPA, LLC

Denver, Colorado

May 23, 2024

Exhibit 99.10

MSLL CPA LLP
2110 - 1177 West Hastings Street
Vancouver, B.C. Canada	Tel: 604 688 5671
V6E 2K3	Fax: 604 688 8479

Consent of Independent Auditors

/s/ MSLL CPA LLP

Vancouver, British Columbia

May 23, 2024

Exhibit 99.11

Consent of Independent Auditors

We consent to the reference to our Firm under the caption “Interest of Experts” in the Amended and Restated Prospectus Supplement, dated May 23, 2024 that is incorporated by reference into the registration statement on Form-10 (the “Form F-10) of SolarBank Corporation (the “Corporation”) and to the inclusion of the Independent Auditors’ Report prepared by us, with respect to (i) the Consolidated Financial Statements of Solar Flow-Through Funds Ltd. from August 11, 2023 to December 31, 2023, (ii) the Combined Consolidated Financial Statements of Solar Flow-Through Funds Ltd. for the period January 1, 2023 to October 23, 2023 and year ended December 31, 2022 and (iii) the Combined Special Purpose Financial Statements of Solar Flow-Through Limited Partnership for the years ended December 31, 2022 and 2021 (each as incorporated by reference into the Form F-10).

/s/ Grant Thornton LLP

Vancouver, British Columbia

May 23, 2024

Exhibit 99.12

Consent of Expert

We consent to the reference to our Firm under the captions “Probable Acquisition” and “Interest of Experts” in the Amended and Restated Prospectus Supplement, dated May 23, 2024 that is incorporated by reference into the registration statement on Form-10 (the “Form F-10) of SolarBank Corporation.

/s/ Evans & Evans, Inc.

Vancouver, British Columbia

May 23, 2024

Exhibit 99.13

Consent of Experts

We consent to the reference to our Firm under the caption “Certain U.S. Federal Income Tax Considerations” in the Amended and Restated Prospectus Supplement, dated May 23, 2024 that is incorporated by reference into the registration statement on Form-10 (the “Form F-10) of SolarBank Corporation.

/s/ Hodgson Russ LLP

Toronto, Ontario Canada

May 23, 2024

Exhibit 99.14

SOLARBANK CORPORATION

AMENDED AND RESTATED

EQUITY DISTRIBUTION AGREEMENT

May 23, 2024

Research Capital Corporation

1075 West Georgia Street, Suite 1920

Vancouver, British Columbia V6E 3C9

Research Capital USA Inc.

199 Bay Street, Suite 4500

Commerce Court West, Box 368

Toronto, Ontario M5L 1G2

Ladies and Gentlemen:

Solarbank Corporation, a corporation governed by the Business Corporations Act (Ontario) (the “Company”), confirms its agreement (this “Agreement”) with Research Capital Corporation (the “Canadian Agent”) and Research Capital USA Inc. (the “U.S. Agent” and together with the Canadian Agent, the “Agents”) with respect to the issuance and sale from time to time by the Company of shares (the “Offered Shares”) of the Company’s common shares without par value (the “Common Shares”), having an aggregate offering price of up to $15,000,000 (or the equivalent in Canadian currency) (the “Maximum Amount”) through or to the Agents, as sales agent, on the terms and subject to the conditions set forth in this Agreement (the “Offering”).

This Agreement amends and restates in its entirety that certain equity distribution agreement dated as of June 29, 2023, between the Company and the Canadian Agent (the “Original Agreement”).

When determining the aggregate value of the Offered Shares sold, the Company will use the daily exchange rate posted by the Bank of Canada on the date the applicable Offered Shares were sold to determine the U.S. dollar equivalent of any Offered Shares which were sold for Canadian dollars.

The Company has prepared and filed with the securities regulatory authorities (the “Canadian Qualifying Authorities”) in each of the provinces of Canada (the “Canadian Qualifying Jurisdictions”), a preliminary short form base shelf prospectus dated March 21, 2023 (the “Canadian Preliminary Canadian Base Prospectus”), and has prepared and filed with the Canadian Qualifying Authorities in the Canadian Qualifying Jurisdictions a final short form base shelf prospectus dated May 2, 2023 (the “Canadian Base Prospectus”), in respect of the sale and issuance, from time to time, of an aggregate of up to C$200,000,000 of Common Shares, debt securities, warrants to purchase securities, subscription receipts, share purchase contracts and units of the Company comprised of any combination of such securities (collectively, the “Shelf Securities”) in each case in accordance with Canadian Securities Laws (as defined herein). For greater certainty, all references to the Canadian Base Prospectus herein include all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, including but not limited to, all Designated News Releases (as defined herein). The Ontario Securities Commission (the “Reviewing Authority”) is the principal regulator of the Company under the passport system procedures provided for under Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions in respect of the Shelf Securities and the offering of the Offered Shares. The Reviewing Authority has issued a receipt evidencing that receipts have been issued on behalf of itself and the other Canadian Qualifying Authorities, as applicable, for the Canadian Preliminary Canadian Base Prospectus and the Canadian Base Prospectus (the “Receipts”). The term “Canadian Securities Laws” means all applicable securities laws in each of the Canadian Qualifying Jurisdictions and the respective rules and regulations under such laws, together with applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the Canadian Securities Administrators and the Canadian Qualifying Authorities, as modified by the Translation Decision (as defined herein), including National Instrument 44-101 – Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 – Shelf Distributions (“NI 44-102”), as well as the rules and policies of Cboe Canada or any other stock exchange in Canada on which the Common Shares are listed or quoted (the “Cboe Canada”). As used herein, a “Designated News Release” means a news release disseminated by the Company in respect of previously undisclosed information that, in the Company’s determination, acting reasonably, constitutes a material fact (as such term is defined in Canadian Securities Laws) and identified by the Company as a “designated news release” in writing on the face page of the version of such news release that is filed by the Company on the SEDAR+ website at www.sedarplus.ca (“SEDAR+”) in Canada. As used herein, “Canadian Prospectus Supplement” means the most recent prospectus supplement to the Canadian Base Prospectus relating to the Offered Shares filed by the Company with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws and includes all documents incorporated therein by reference and the documents otherwise deemed to be a part thereof or included therein pursuant to Canadian Securities Laws. As used herein, “Canadian Prospectus” means the Canadian Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provisions of this Agreement and filed with the Canadian Qualifying Authorities in accordance with Canadian Securities Laws and relating to the Offering) together with the Canadian Base Prospectus. The Canadian Prospectus Supplement shall provide that any and all Designated News Releases shall be deemed to be incorporated by reference in the Canadian Base Prospectus. All Designated News Releases shall also be filed with the Securities and Exchange Commission (the “Commission”) on Form 6-K and the Canadian Prospectus Supplement shall provide that such Form 6-K shall be deemed to be incorporated by reference as an exhibit to the Registration Statement (as defined herein). The “Translation Decision” means the decision of the Autorité des marchés financiers dated March 16, 2023, granting exemptive relief from the requirement that the Canadian Prospectus and the documents incorporated by reference in the Canadian Prospectus be publicly filed in both the French and English languages. For the purposes of the Canadian Prospectus, the Company is not required to publicly file French versions of the Canadian Prospectus and the documents incorporated by reference therein.

The Company has also prepared and filed with the Commission, pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Commission, a registration statement on Form F-10 (File No. 333-279027) covering the registration of the Shelf Securities under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), and such amendments (including post-effective amendments) to such registration statement as may have been permitted or required to the date of this Agreement. Such registration statement, including the Canadian Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations and including exhibits to such registration statement), has become effective in such form pursuant to Rule 467(b) under the Act. Such registration statement on Form F-10, at any given time, including amendments (including post-effective amendments) and supplements thereto to such time, the exhibits and any schedules thereto at such time and the documents incorporated by reference therein at such time, is herein called the “Registration Statement”. The Canadian Base Prospectus, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations in the form in which it appeared in the Registration Statement on the most recent date it became effective under the Act is herein called the “U.S. Base Prospectus”. “U.S. Prospectus Supplement” means the most recent Canadian Prospectus Supplement, with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Act, relating to the offering of the Common Shares, to be filed by the Company with the Commission pursuant to General Instruction II.L of Form F-10; “U.S. Prospectus” means the U.S. Prospectus Supplement (and any additional U.S. Prospectus Supplement prepared in accordance with the provisions of this Agreement and filed with the Commission in accordance with General Instruction II.L of Form F-10) together with the U.S. Base Prospectus; “Base Prospectuses” means, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus; “Prospectuses” means, collectively, the Canadian Prospectus and the U.S. Prospectus; “Prospectus Supplements” means, collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement.

Any reference herein to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the Prospectuses shall be deemed to refer to and include the filing or furnishing of any document with or to the Commission or Canadian Qualifying Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses, the Prospectus Supplements or the Prospectuses, as the case may be, and deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectus or any amendment or supplement thereto shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant to SEDAR+ and all references to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectus or any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or any successor system thereof (“EDGAR”).

The Company has also prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement.

All references in this Agreement to financial statements and schedules and other information which is “described”, “contained”, “included” or “stated” in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement or the U.S. Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement or the U.S. Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act” and together with the Act, the Rules and Regulations and all other applicable securities laws and regulations of the United States, the “U.S. Securities Laws”, and together with the Canadian Securities Laws, the “Securities Laws”), and which is deemed to be incorporated therein by reference as exhibits to the Registration Statement or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, as the case may be. All references in this Agreement to financial statements and other information which is “described”, “contained”, “included” or “stated” in the Canadian Base Prospectus or the Canadian Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and other information which is incorporated by reference in or otherwise deemed by Canadian Securities Laws to be a part of or included in the Canadian Prospectus.

The Company confirms its agreement with the Agents as follows:

1.	Sale and Delivery of the Offered Shares.

(a)

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Agents agree that the Company may issue and sell through the Agents, as sales agents for the Company, the Offered Shares (an “Agency Transaction”) as follows:

(i)

The Company may, from time to time, propose to the applicable Agent the terms of an Agency Transaction by means of a telephone call or form of written electronic communication (confirmed promptly by electronic mail in a form substantially similar to Schedule D hereto (an “Agency Transaction Notice”)) from at least two of the individuals listed as authorized representatives of the Company in Schedule A hereto (each, an “Authorized Company Representative”), such proposal to include the trading day(s) for Cboe Canada or the Nasdaq Global Market (the “NASDAQ”) (which may not be a day on which Cboe Canada or NASDAQ, as applicable, is closed or scheduled to close prior to its regular weekday closing time) on which the Offered Shares are to be sold (each, a “Trading Day”); the maximum number or value of Offered Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell the Offered Shares (the “Floor Price”), among other parameters permitted in accordance with this Agreement the following. The Agency Transaction Notice shall be effective upon delivery to the applicable Agent unless and until (A) the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, (B) the Company withdraws the Agency Transaction Notice for any reason, in its sole discretion, (C) the Company is in possession of material non-public information or such sale of Offered Shares would constitute a material fact or material change (as such terms are defined under Canadian Securities Laws), (D) the entire amount of the Offered Shares under the Agency Transaction Notice have been sold, (E) the Company issues a subsequent Agency Transaction Notice with parameters superceding those in the prior Agency Transaction Notice, (F) the expiry of the time period, if any, set out in the Agency Transaction Notice or (G) this Agreement has been terminated under the provisions of this Agreement. The terms of an Agency Transaction shall be proposed to, and each Agency Transaction Notice shall be addressed to, the respective individuals from the applicable Agent set forth on Schedule A hereto (the “Authorized Agent Representatives”).

	(ii)	If such proposed terms for an Agency Transaction are acceptable to the applicable Agent, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to the Authorized Company Representatives which delivered such Agency Transaction Notice. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will prevail.

	(iii)	Subject to the terms and conditions hereof, the applicable Agent shall, severally and not jointly, use its commercially reasonable efforts to sell all of the Offered Shares designated in, and subject to the terms of, each accepted Agency Transaction Notice. The applicable Agent shall not sell any Offered Share at a price lower than the Floor Price. The Company acknowledges and agrees with the Agents that (A) there can be no assurance that an Agent will be successful in selling all or any of such Offered Shares or as to the price at which any Offered Shares are sold, if at all, (B) the Agents shall not incur liability or obligation to the Company or any other person or entity if it does not sell any Offered Shares for any reason, and (C) the Agents shall not be required to purchase Offered Shares on a principal basis pursuant to this Agreement.

	(iv)	Each of the Agents, severally and not jointly, hereby covenants and agrees that, during the time that an Agency Transaction Notice delivered pursuant to Section 1(a)(i) hereof remains in effect and has not been suspended or terminated in accordance with the terms hereof, the applicable Agent will prudently and actively monitor the market’s reaction to trades made on any marketplace (as such term is defined in National Instrument 21-101 - Marketplace Operation) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent has concerns as to whether a particular sale contemplated by an Agency Transaction Notice may have a significant effect on the market price of the Offered Shares, the applicable Agent will, upon receipt of the applicable Agency Transaction Notice, recommend to the Company against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Company acknowledges and agrees that neither Agent can provide complete assurances that any sale will not have a significant effect on the market price of the Offered Shares.

	(v)	Each of the Agents, severally and not jointly, covenants that it will not over-allot Offered Shares in connection with the distribution of Offered Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Offered Shares in connection with such distribution. Each of the Agents, severally and not jointly, will cause its affiliates and persons or companies acting jointly or in concert with such Agent to comply with this Section 1(a)(v).

	(vi)	The Company may, acting through at least one Authorized Company Representative, or the applicable Agent or Agents may, upon notice to the Company by telephone (confirmed promptly by electronic mail), suspend an offering of the Offered Shares or terminate an Agency Transaction Notice; provided, however, that such suspension or termination shall not affect or impair any party’s obligations with respect to any Offered Shares sold hereunder prior to the receipt of such notice.

	(vii)	If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Offered Shares shall be sold on more than one Trading Day, then the Company and the applicable Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice.

	(viii)	The applicable Agent, as sales agent in an Agency Transaction, shall not make any sales of the Offered Shares on behalf of the Company pursuant to this Agreement other than by means of ordinary brokers’ transactions (A) that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations, (B) that constitute an “at-the-market-distribution” under NI 44-102 and are made in compliance with NI 44-102, including, without limitation, sales made directly on Cboe Canada or NASDAQ, or any Canadian or United States marketplace or (C) such other sales of the Offered Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the applicable Agent in writing. ‎

	(ix)	The compensation to an Agent for sales of the Offered Shares in an Agency Transaction with respect to which such Agent acts as sales agent hereunder shall be as set forth in the Agency Transaction Notice for such Agency Transaction and shall be equal to 2.0% of the gross offering proceeds of the Offered Shares sold in such Agency Transaction (the “Cash Commission”). The applicable Agent shall provide written confirmation to the Company (which may be provided by email to at least two of the Authorized Company Representatives) following the close of trading on each Trading Day on which Offered Shares are sold in an Agency Transaction under this Agreement, setting forth (A) the number and the average price of Offered Shares sold on such Trading Day (showing the number and the average price of Offered Shares sold on Cboe Canada, on NASDAQ or on any other marketplace), (B) the gross offering proceeds received from such sales, (C) the Cash Commission payable to such Agent with respect to such sales (which Cash Commission shall be paid in the same currency as the sale of the Offered Shares to which such Cash Commission pertains), and (D) the net offering proceeds (being the gross offering proceeds for such sales less the Cash Commission payable for such sales and any expenses of such Agent payable pursuant to Section 3(j)) (the “Net Offering Proceeds”).

(x)

Settlement for sales of the Offered Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Offered Shares sold through the applicable Agent in Agency Transactions for settlement on such date shall be issued and delivered by the Company to the applicable Agent against payment by the applicable Agent to the Company of the Net Offering Proceeds from the sale of such Offered Shares. Settlement for all such Offered Shares shall be effected by free delivery of the Offered Shares by the Company or its transfer agent to the applicable Agent’s or its designee’s account (provided that the applicable Agent shall have given the Company written notice of such designee prior to the relevant Settlement Date) at The Canadian Depository for Securities (“CDS”), The Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the applicable Agent and the Company, which in all cases shall be fully paid and non-assessable, freely tradable, transferable, registered Common Shares in good deliverable form, in return for payment of the Net Offering Proceeds in same-day funds delivered to the account designated by the Company. If the Company defaults on its obligation to deliver the Offered Shares on any Settlement Date, the Company shall (A) hold the applicable Agent harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default and (B) pay the applicable Agent the Cash Commission to which it would otherwise be entitled absent such default, provided, however, that without limiting Section 6 hereof, with respect to (B) above, the Company shall not be obligated to pay the applicable Agent the Cash Commission on any Offered Shares that it is not possible to settle due to: (1) a suspension or material limitation in trading in securities generally on Cboe Canada or NASDAQ, as applicable; (2) a material disruption in securities settlement or clearance services in Canada or the United States, as applicable; or (3) failure by the applicable Agent to comply with its obligations under the terms of this Agreement.

(b)	Maximum Number of Offered Shares. Under no circumstances shall (A) the Company propose to an Agent a sale of Offered Shares in an Agency Transaction pursuant to this Agreement if such sale would (i) cause the aggregate gross sales proceeds of the Offered Shares sold pursuant to this Agreement to exceed the Maximum Amount, (ii) cause the number of Offered Shares sold to exceed the number of Common Shares available for offer and sale under the Canadian Prospectus or Registration Statement or (iii) cause the number of Offered Shares sold pursuant to this Agreement to exceed the number of Offered Shares authorized from time to time to be issued and sold pursuant to this Agreement by the Company’s board of directors, or a duly authorized committee thereof, and notified to the applicable Agent in writing, or (B) the Agents effect a sale of Offered Shares in an Agency Transaction pursuant to this Agreement if such sale would (i) cause the aggregate gross sales proceeds of the Offered Shares sold pursuant to this Agreement to exceed the Maximum Amount or (ii) cause the number of Offered Shares sold pursuant to this Agreement to exceed the number of Offered Shares authorized from time to time to be issued and sold pursuant to this Agreement by the Company’s board of directors, or a duly authorized committee thereof, provided that the Agent is notified in writing of the number of authorized Offered Shares referred to in Section 1(b)(ii)(B) that remain available concurrently with the delivery of each Agency Transaction Notice.

(c)	Regulation M. If the U.S. Agent or the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Offered Shares, it shall promptly notify the other parties hereto and sales of Offered Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party hereto.

(d)	Black-out Periods. Notwithstanding any other provision of this Agreement, no sales of Offered Shares shall take place during any period in which the Company’s insider trading or similar policy would prohibit the purchase or sale of Common Shares by persons subject to such policy, or during any other period in which the Company is, or could be deemed to be, in possession of material non-public information with respect to the Company. The Company shall not issue an Agency Transaction Notice nor otherwise request the sales of any Offered Shares that would be sold during any such period and the Company shall, in accordance with the terms hereof, suspend or terminate any previously issued Agency Transaction Notice as soon as reasonably practicable and, in any event, within two Business Days (as defined herein), if, after the issuance of such Agency Transaction, any sales thereunder would be so prohibited or if there occurs a material change in respect of the Company which has not been generally disclosed. The Agents shall not be liable for any breach of this Section 1(d) if the Company has failed to comply with its obligations under this Section 1(d). “Business Day” means any day other than a Saturday, Sunday or statutory or civil holiday in the City of Vancouver, British Columbia.

(e)

Continuing Accuracy of Representations and Warranties. Any obligation of an Agent to use its commercially reasonable efforts to sell the Offered Shares on behalf of the Company as sales agents shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the conditions specified in Section 3 of this Agreement.

2.	Representations and Warranties of the Company. The Company represents and warrants to, and covenants with, the Agents as follows:

(a)	Due Incorporation and Organization. The Company and each of its material subsidiaries, being those subsidiaries listed in Schedule B hereto (together, the “Material Subsidiaries”), have been duly incorporated and organized and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have all requisite corporate authority and power to carry on their respective businesses, as now conducted and as presently proposed to be conducted, and to own or lease and operate their respective property and assets all as is or will be described in the Registration Statement, the Prospectuses and the Disclosure Package (as defined below) (collectively, the “Offering Documents”). Neither the Company nor any Material Subsidiary is in violation of any provision of its constating documents.

(b)	Material Subsidiaries. The Company has no subsidiary (as such term is defined under the Business Corporations Act (Ontario)) that is material to the Company, within the meaning of “significant subsidiaries” under Rule 1-02(w) of Regulation S-X under the Act or otherwise, other than the Material Subsidiaries and the Company beneficially owns, directly or indirectly, the percentage indicated in Schedule B hereto of all of the issued and outstanding shares of the Material Subsidiaries, all of which have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares, and free and clear of all charges, mortgages, liens, hypothecs, pledges, claims, restrictions, security interests or other encumbrances, whether created or arising by agreement, statute or otherwise pursuant to any applicable law, attaching to property, interests or rights and whether or not they constitute specific or floating charges, as those terms are understood under the laws of the Province of Ontario and the jurisdiction of existence of each Material Subsidiary (each, an “Encumbrance”) or adverse interests whatsoever, and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company or any Material Subsidiary of any of the shares or other securities of any Material Subsidiary.

(c)	Qualification to Carry on Business. The Company and each of the Material Subsidiaries is qualified to carry on business and is validly subsisting under the laws of each jurisdiction in which it carries on its business except where the failure to be so qualified would not reasonably be expected to (i) materially adversely affect the condition, financial or otherwise, or the earnings, operations, condition, assets, liabilities (absolute, accrued, contingent or otherwise), share capital or business affairs of the Company and the Material Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business or (ii) result in the Prospectuses containing a misrepresentation as defined under applicable Securities Laws (each, a “Material Adverse Effect”).

(d)	Compliance with Law. The Company and each Material Subsidiary (i) has conducted and is conducting, in each case, in all respects, its business in compliance with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business and which would reasonably be expected to affect the Company or such Material Subsidiary, and (ii) possesses all approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on by it, and (iii) is in compliance with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and to enable its assets to be owned or to be licensed and operated, as currently licensed and operated, and all such approvals, consents, certificates, authorizations, qualifications, permits and licenses held are valid and existing and in good standing, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Material Subsidiary has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke, or cancel any proceeding relating to the modifications, revocation, or cancellation of any such approval, consent, certificate, authorization, permit or license, nor has the Company or any Material Subsidiary received a notice of non-compliance, nor does the Company or any Material Subsidiary know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non- compliance with any such laws, regulations and statutes that could reasonably be expected to result in a Material Adverse Effect or materially affect the business or legal environment under which the Company or any of the Material Subsidiaries operates.

(e)	No Default or Breach. The Company is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Agreement by the Company or any of the transactions contemplated hereby, and the application of the net proceeds from the offering and sale of the Offered Shares to be sold by the Company in the manner set forth in the Prospectus Supplements under the heading “Use of Proceeds and Business Objectives and Milestones” do not and will not result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under or create any Encumbrance on its or any of the Material Subsidiaries’ properties or assets under, any term or provision of the constating documents or resolutions of the Company or any of the Material Subsidiaries, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Company or any of the Material Subsidiaries is a party or by which it or they or any of its or their properties are bound (including, without limitation, the SFF Arrangement Agreement (as defined below)), any judgment, decree, order, statute, rule or regulation applicable to the Company or any of the Material Subsidiaries, nor would it violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company or any of its Material Subsidiaries, except where such default or breach could not reasonably be expected to result in a Material Adverse Effect. This Agreement conforms in all material respects to the description thereof required to be contained in the Prospectuses.

(f)	Corporate Power and Authority. The Company has full corporate power and authority to enter into this Agreement, to execute and deliver the Prospectuses, and, if applicable, will have the necessary corporate power and authority to execute and deliver any amendment to the Prospectuses prior to the filing thereof, and to perform its obligations set out in this Agreement and the Prospectuses. This Agreement and has been duly authorized, executed and delivered by the Company and is a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms subject to the general qualifications that (i) enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court and rights of indemnity contained in this Agreement may be limited under applicable law. All necessary corporate action has been taken by the Company to authorize the filing by it of the Prospectuses and the execution and delivery by it of the Canadian Prospectus in each of the Canadian Qualifying Jurisdictions under Canadian Securities Laws and the U.S. Prospectus with the Commission under U.S. Securities Laws.

(g)	Consents and Approvals. No consent, approval, authorization, order, permit, license, filing, regulation, clearance or qualification of any court or governmental agency, body, regulator or any other third parties is required in connection with the transactions contemplated by this Agreement except such (i) as may be required under the securities or “blue sky” laws of the various jurisdictions in which the Offered Shares are being offered, or (ii) as have been obtained under applicable Securities Laws, the rules of Cboe Canada and NASDAQ, or under any other applicable securities laws.

(h)	No Material Adverse Change. There has not been any material adverse change in the capital, assets, condition, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Company and the Material Subsidiaries, taken as a whole (a “Material Adverse Change”), from the position set forth in the unaudited condensed interim financial statements of the Company as at and for the three and nine months ended March 31, 2024, including the schedules thereto and the notes in respect thereof (the “Interim Financial Statements”).

(i)	Financial Statements. The (i) Interim Financial Statements, (ii) the audited annual financial statements of the Company for the years ended June 30, 2023 and 2022, including the schedules thereto, the auditor’s report thereon and the notes in respect thereof (the “Annual Financial Statements” and together with the Interim Financial Statements, the “Financial Statements”), (iii) audited consolidated financial statements of the Predecessor LPs (as such term is defined in the Prospectuses) for the financial years ended December 31, 2022 and December 31, 2021, audited consolidated financial statements of the Predecessor LPs from January 1, 2023 to the SFF Consolidation Date (as such term is defined in the Prospectuses), audited consolidated financial statements of SFF from August 11, 2023, the date of incorporation, to December 31, 2023, unaudited interim consolidated financial statements of SFF for the three months ended March 31, 2024 (together, the “SFF Financial Statements”), and (iv) the pro forma consolidated balance sheet as at March 31, 2024, and the pro forma consolidated statement of income of the Company for the financial year ended June 30, 2023 and the three and nine month period ended March 31, 2024, giving effect to the completion of the Acquisition (the “Pro Forma Financial Statements”). The Financial Statements, the SFF Financial Statements and the Pro Forma Financial statements, taken together, present fairly in all material respects the financial condition, results of operations and cash flows of the Company, SFF and the Company following completion of the SFF Transaction, as applicable, on a consolidated basis as of the dates and for the periods indicated, complies in all material respects as to form with the applicable accounting requirements of Securities Laws and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”); the supporting schedules present fairly in accordance with IFRS the information required to be stated therein; neither the Company nor SFF has any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work, to give any guarantees or for taxes), whether accrued, absolute, contingent or otherwise, not reflected in the Financial Statements, the SFF Financial Statements or the Pro Forma Financial statements, which could reasonably be expected to result in a Material Adverse Effect. In preparing such SFF Financial Statements and the Pro Forma Financial Statements, the Company has had limited access to the books and records of SFF and the Predecessor LPs and is not in a position to independently assess or verify information related to SFF and the Predecessor LPs that was used to prepare the SFF Financial Statements or the Pro Forma Financial Statements.

(j)	Description of Assets and Liabilities. The description of the assets and liabilities of the Company and the Material Subsidiaries, taken as a whole, set forth in the Financial Statements and Offering Documents fairly presents, in accordance with IFRS consistently applied, the financial position and condition of the Company and the Material Subsidiaries, taken as a whole, as at the dates thereof and reflects all material liabilities (absolute, accrued, contingent or otherwise) of the Company and the Material Subsidiaries, as at the dates thereof.

(k)	No Actions. There are no actions, suits, proceedings or inquiries pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Material Subsidiaries at law or in equity or before or by any federal, provincial, state, territorial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which could reasonably be expected to result in a Material Adverse Effect; there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or any of the Material Subsidiaries before any governmental authority; none of the Company or any of the Material Subsidiaries nor any of the respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of the Company or any of the Material Subsidiaries to conduct its respective business in all material respects as it has been carried on prior to the date hereof.

(l)	Proceedings. To the knowledge of the Company, none of the directors or officers of the Company is or has ever been subject to prior regulatory, criminal or bankruptcy proceedings in Canada, the United States or elsewhere.

(m)	Subsequent Events. Except as disclosed in the Prospectuses, since March 31, 2024: (i) neither the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in respect of its share capital (other than dividends paid in the ordinary course consistent with past practice); (iii) there has not been any material change in the share capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that is material to the Company and the Material Subsidiaries taken as a whole; and (v) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any Material Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Material Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Prospectuses.

(n)	Public Record. The information and statements set forth in all documents incorporated by reference in the Prospectuses and all information filed by or on behalf of the Company with the Canadian Qualifying Authorities and Commission or elsewhere, as applicable, in compliance, or intended compliance, with applicable Securities Laws (the “Public Record”), were and are true, correct and complete in all material respects and did not contain any misrepresentation as of the date of such information or statements.

(o)	Reporting Issuer. The Company is a “reporting issuer” or has equivalent status within the meaning of Canadian Securities Laws in each of the Canadian Qualifying Jurisdictions and the Company has not received any correspondence or notice from any Canadian Qualifying Authority concerning a review of any of the Company’s continuous disclosure documents in respect of which any matters remain outstanding; the Company complies, in all material respects, with the provisions of National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings; the outstanding Common Shares are registered pursuant to Section 12(b) of the Exchange Act; the responsibilities, operation and composition of the Company’s audit committee comply with National Instrument 52-110 – Audit Committees (“NI 52-110”); no delisting, suspension of trading in or cease trading order with respect to any securities of the Company and, to the knowledge of the Company, no inquiry or investigation (formal or informal) of any Canadian Qualifying Authority, the Commission, Cboe Canada or NASDAQ is in effect or ongoing or, to the knowledge of the Company, expected to be implemented or undertaken with respect to the foregoing.

(p)	Control of Company. To the knowledge of the Company, no agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Company.

(q)	Auditor. ZH CPA, LLC, who have reviewed the Interim Financial Statements in accordance with Canadian generally accepted standards for a review of unaudited interim financial statements by an entity’s auditor, are independent chartered accountants with respect to the Company within the meaning of applicable Securities Laws and there has not been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)) with ZH CPA, LLC since its initial engagement as the Company’s auditor.

(r)	Taxes. The Company and each of the Material Subsidiaries (i) filed all domestic, foreign, federal, provincial, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure to so file could not reasonably be expected to result in a Material Adverse Effect) and have paid all taxes required to be paid by it, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published financial statements of the Company, and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty as could not reasonably be expected to result in a Material Adverse Effect, (ii) duly and timely withheld all taxes and other amounts required by applicable laws to be withheld by them and have duly and timely remitted to the appropriate governmental authority such taxes and other amounts required by applicable laws to be remitted by them and (iii) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable laws to be collected by them and have duly and timely remitted to the appropriate governmental authority any such amounts required by applicable laws to be remitted by them; the Company is of the opinion that the charges, accruals and reserves for taxes reflected in the Financial Statements (whether or not due and whether or not shown on any tax return but excluding any provision for deferred income taxes) are adequate under IFRS to cover taxes with respect to the Company accruing through the date hereof; there are no disputes, proceedings, investigations, audits, assessments, reassessments or claims now pending or to the knowledge of the Company, threatened against the Company that propose to assess taxes in addition to those reported in the tax returns; there are no liens for taxes upon any of the assets or properties that have not been paid by the Company, except for liens for taxes not yet due and payable.

(s)	Labour Dispute. No labour problem or dispute with the employees of the Company or any of the Material Subsidiaries exists or is threatened or imminent and the Company is not aware of any existing or imminent labour disturbance by the employees of any of the Material Subsidiaries.

(t)	Compliance with Employment Laws. The Company and each Material Subsidiary are in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, except where such non-compliance could not reasonably be expected to either constitute an adverse material fact concerning the Company or any Material Subsidiary or result in a Material Adverse Effect, and neither the Company nor any Material Subsidiary has engaged in any unfair labour practice; there is no labour strike, dispute, slowdown, stoppage, complaint or grievance pending or, to the Company’s knowledge, threatened against the Company or a Material Subsidiary; no union representation question exists respecting the employees of the Company or a Material Subsidiary and no collective bargaining agreement is in place or currently being negotiated by the Company or a Material Subsidiary; neither the Company nor a Material Subsidiary has received any notice of any unresolved matter and there are no outstanding orders under the Employment Standards Act (Ontario), the Human Rights Code (Ontario), the Occupational Health and Safety Act (Ontario) or the Workers’ Compensation Act (Ontario) or any other similar legislation in any jurisdiction in which a Material Subsidiary is organized or incorporated or in which the Company or a Material Subsidiary carries on business; no employee has any agreement as to the length of notice required to terminate his or her employment with the Company or a Material Subsidiary in excess of 24 months or equivalent compensation; and all benefit or pension plans of the Company and the Material Subsidiaries are funded in accordance with applicable laws and no past service funding liability exist thereunder.

(u)	Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drugs, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension, incentive or otherwise contributed to, or required to be contributed to, by the Company or any subsidiary of the Company for the benefit of any current or former employee, consultant, officer or director has been disclosed in the Prospectuses, as may be required pursuant to applicable Securities Laws, and has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan. There are no profit-sharing arrangements in place that provide for any additional payments by the Company or any subsidiary of the Company.

(v)	Employee Bonuses. Other than as disclosed in the Prospectuses, there are no material bonuses, distributions, commissions, excess salary payments and other amounts owing to employees which will be payable outside the ordinary course of business by the Company or any subsidiary of the Company to any employee relating to their employment with the Company or any subsidiary of the Company.

(w)	Insider Sales. To the knowledge of the Company, no insider (as such term is defined in Securities Laws) of the Company has a present intention to sell any securities of the Company held by it.

(x)	Accruals. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and payments for any plan for any person have been accurately reflected in the books and records of the Company or the applicable subsidiary of the Company, as applicable.

(y)	Key Person Compensation. The directors, officers and key employees of the Company and the compensation arrangements with respect to such individuals are as disclosed or consistent with the disclosure in the Prospectuses and, except as disclosed in the Prospectuses, there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Company.

(z)	Insurance. The assets of the Company and its Material Subsidiaries and their respective business operations carry certain third-party liability insurance against property damage and injury. The Company also caries insurance policies for its assets and its business operations except where the failure to carry such insurance could not reasonably be expected to result in a Material Adverse Effect on the Company, including: director and officer insurance, errors and omissions insurance, umbrella liability insurance, excess liability insurance, and automobile insurance.

(aa)	Legislation. The Company is not aware of any proposed changes to existing legislation, or proposed legislation published by a legislative body, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) of the Company or any Material Subsidiary.

(bb)	Disclosure Controls and Procedures. The Company: (i) except as disclosed or incorporated by reference in the Offering Documents, has designed disclosure controls and procedures to provide reasonable assurance that financial information relating to the Company, including the Material Subsidiaries, is accurate and reliable and is made known to management of the Company by others within those entities, particularly during the periods in which filings are being prepared, except as disclosed in the Offering Documents, has designed internal controls to provide reasonable assurance regarding the accuracy and reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Since the date of the latest audited consolidated financial statements of the Company included or incorporated by reference in the Prospectuses, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Such disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Laws is (i) recorded, processed, summarized and reported, and (ii) made known to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure; such disclosure controls and procedures have been evaluated by the Company’s principal executive officer and principal financial officer as effective.

(cc)	Disclosure Controls. The Company maintains disclosure controls and procedures (as such term is defined in Securities Laws) that comply with the requirements of Securities Laws.

(dd)	Intellectual Property. The Company and each Material Subsidiary owns or has the valid rights to use all of the intellectual property rights, including: (i) patents and inventions; (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works in whatever form or medium; (iv) registrations, applications and renewals for any of the foregoing; (v) proprietary computer software (including but not limited to data, data bases and documentation); (vi) trade secrets, confidential information and know-how; and (vii) all licenses, agreements and other contracts and commitments relating to any of the foregoing (together, “Intellectual Property”) necessary for the conduct of its respective business as currently conducted except where the failure to have such right could not reasonably be expected to result in a Material Adverse Effect on the Company. The Company and each Material Subsidiary have a valid and enforceable right to use all third-party Intellectual Property used or held for use in the business of the Company or a Material Subsidiary as currently conducted, as applicable except where the failure to have such right could not reasonably be expected to result in a Material Adverse Effect on the Company. All of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property that are material to the conduct of the business of the Company or a Material Subsidiary as currently conducted to which the Company or a Material Subsidiary, as applicable, is a party are valid and binding obligations of the Company or a Material Subsidiary, as applicable, enforceable in accordance with their terms, and, to the knowledge of the Company, there exists no event or condition that will result in a material violation or breach of or constitute (with or without due notice or lapse of time or both) a default by the Company or a Material Subsidiary, as applicable, under any such license agreement. To the Company’s knowledge, the conduct of the Company’s and each Material Subsidiary’s business as currently conducted does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property rights of any third party or any confidentiality obligation owed to a third party, and the Intellectual Property of the Company and the Material Subsidiaries which is material to the conduct of the business of the Company and the Material Subsidiaries as currently conducted or as currently proposed to be conducted is not, to the Company’s knowledge, being Infringed by any third party. Except as would not have a Material Adverse Effect, there is no litigation or order pending or outstanding or, to the Company’s knowledge, threatened or pending that seeks to limit or challenge the ownership, use, validity or enforceability of any Intellectual Property of the Company or any Material Subsidiary and the Company’s and each Material Subsidiaries’ use of any Intellectual Property owned by a third party. Except as would not have a Material Adverse Effect, none the Company or any Material Subsidiary has received any communications alleging that the Company or a Material Subsidiary has violated or, by conducting its business as presently proposed, could violate any Intellectual Property or other proprietary rights of any other person, nor, without undertaking an investigation, is the Company or any Material Subsidiary aware of any basis therefor.

(ee)	Security Measures. The Company and each Material Subsidiary have security measures and safeguards in place, consistent with generally accepted industry practice and applicable laws, to protect all personal information and data it may collect and that is also created, obtained or kept by any person receiving access to any of such client information and data from the Company or a Material Subsidiary, or permitted by the Company or a Material Subsidiary to use, sell, handle or in any way deal with, including, but not limited to, subcontractors, bodies corporate, and researchers, from illegal or unauthorized access or use by them, their personnel or third parties, or access or use by them, their personnel or third parties in a manner that violates the privacy rights of such parties. The Company and each Material Subsidiary have complied, in all material respects, with all privacy legislation under applicable laws, and has not collected, received, stored, disclosed, transferred, used, misused or permitted unauthorized access to any information protected by applicable privacy legislation, whether collected directly or from third parties, in an unlawful manner. The Company and each Material Subsidiary have taken all reasonable steps to protect personal information against loss or theft and against unauthorized access, copying, use, modification, disclosure or other misuse.

(ff)	IT Systems.

	(i)	There has been no security breach or other compromise of or relating to any of the Company’s or any of the Material Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and the Company and each Material Subsidiary have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data.

	(ii)	The Company and each Material Subsidiary are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as could not, in the case of this Section 2(ff)(ii), individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

	(iii)	The Company and each Material Subsidiary have implemented and maintained commercially reasonable safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data.

	(iv)	The Company and each Material Subsidiary have implemented backup and disaster recovery technology consistent with industry standards and practices.

(gg)	Third Party Partners. No third-party partners of the Company have notified the Company that such partner does not intend to continue dealing with the Company on substantially the same terms as presently conducted, subject to changes in pricing and volume in the ordinary course of business.

(hh)	Contracts. All of the material contracts and agreements of the Company and the Material Subsidiaries required to be disclosed or described in the Prospectuses by applicable Securities Laws have been disclosed or described in the Prospectuses. Neither the Company nor any Material Subsidiary has received any notification from any party claiming that the Company or such Material Subsidiary is in breach or default under any contract or agreement, except which default or breach could not reasonably be expected to result in a Material Adverse Effect. The Company and each Material Subsidiary is not in default in the payment of any material obligation owed which is over thirty days past due, if any, and there is no action, suit, proceeding or investigation commenced or, to the knowledge of the Company, threatened or pending which, either in any case or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or which places, or would reasonably be expected to place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by the Company pursuant hereto.

(ii)	Business Activities. All product research and development activities, including quality assurance, quality control, testing, and research and analysis activities, conducted by, or on behalf of, the Company and any Material Subsidiary, as applicable, in connection with their business is in compliance, in all material respects, with all industry, laboratory safety, management and training standards and applicable laws and regulations applicable to the Company’s current and proposed business, and all such processes, procedures and practices, required in connection with such activities are in place as necessary and are being complied with, in all material respects.

(jj)	Freedom to Operate. Neither the Company nor any Material Subsidiary is a party to any agreement or understanding restricting the Company’s or any Material Subsidiary’s freedom to operate within a particular area or otherwise restricting the ability of the Company or any Material Subsidiary from freely competing with competitors.

(kk)	Environmental Laws. Neither the Company nor any subsidiary of the Company (including the Material Subsidiaries) are in violation of any federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemical pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”). The Company and its subsidiaries (including the Material Subsidiaries) have all permits, authorizations and approvals required under any applicable Environmental Laws for the conduct of their businesses as presently carried on and are in compliance with their requirements except where the failure to have such permits, authorizations or approvals or such non-compliance could not reasonably be expected to result in a Material Adverse Effect on the Company. There are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Laws against the Company or any of its subsidiaries (including the Material Subsidiaries). There are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit, or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries (including the Material Subsidiaries) relating to Hazardous Materials or any Environmental Laws.

(ll)	Real Property. Other than with respect to the Company’s office leases or leases for land that the Company intends to develop solar project sites on, the Company and its Material Subsidiaries do not, directly or indirectly, own or lease any material interest in any real property.

(mm)	Cross Border Transfers. The Company and its Material Subsidiaries are able to contemporaneously transfer funds to the United States from Canada and to Canada from the United States in order to meet the business needs and liabilities of the Company and its Material Subsidiaries including those arising pursuant to this Agreement. For greater certainty, the Company and each Material Subsidiary have no restrictions which would impede their ability to transfer funds to and from the United States in order to pay the liabilities of the Company and Material Subsidiaries generally as they become due.

(nn)	Books and Records. The corporate records and minute books of the Company have been maintained in material compliance with all applicable laws and are complete and accurate in all material respects‎. The financial books and records and accounts of the Company (i) have been maintained in accordance with good business practices on a basis consistent with past practice; (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and acquisitions and dispositions of assets of the Company; and (iii) accurately and fairly reflect the basis for the Financial Statements and, with respect to the Company only, Pro Forma Financial Statements.

(oo)	Company Information. All information provided by the Company to the Agents and their counsel in relation to it and the Offering (including in respect of its due diligence requests) is accurate and complete in all material respects at its respective date as stated therein and is not misleading and does not omit to state any fact or information which would be material to a financial advisor and agent performing the services being performed by the Agents hereunder.

(pp)	No Withheld Material Facts. The Company has not withheld from the Agents any material facts known to the Company relating to the Company, any Material Subsidiary or the Offering that would reasonably be expected to be material to the Agents. The Company has proactively provided and will continue to provide the Agents and their counsel with all materials that may reasonably be required to conduct all due diligence regarding the Company, any Material Subsidiary or the Offering which the Agents may reasonably require, and has made known to the Agents and their counsel all material facts which may reasonably be required by the Agents (or either one of them) and their counsel to conduct their due diligence procedures.

(qq)	Capitalization. The Company is authorized to issue an unlimited number of Common Shares, of which, as at May 21, 2024, 2024, 27,191,075 Common Shares were issued and outstanding, all of which Common Shares are issued as fully paid and non-assessable. As of the date hereof, no person has or will have any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement for the purchase, acquisition, subscription for or issue of any securities of the Company, other than: (i) 2,766,500 incentive stock options, each exercisable to acquire one Common Share at prices ranging from C$0.75 - C$6.60 per Common Share until expiry dates ranging from November 4, 2027 to December 4, 2028; (ii) 7,873,000 share purchase warrants, each exercisable to acquire one Common Share at prices ranging from C$0.10 - C$0.75 per Common Share until expiry dates ranging from March 1, 2026 to March 1, 2028; (iii) ‎265,000 ‎restricted share units, each convertible into one Common Share in accordance with its terms; (iv) subject to and upon completion of the SFF Transaction, 3,575,638 Common Shares issuable to the former holders of SFF Shares (as such term is defined in the Canadian Prospectus Supplement) and up to an additional 2,293,929 Common Shares issuable in respect of the CVRs (as such term is defined in the Canadian Prospectus Supplement); and (v) pursuant to the Advisory Agreement between Tryton Management Corporation and the Company dated June 10, 2022, as amended, the Company has an obligation to issue Common Shares to Tryton Management Corporation on the terms set out in such agreement (the “Advisory Agreement”).

(rr)	Stock Plan. Each outstanding incentive stock option and restricted share unit of the Company granted under any existing equity incentive plan of the Company (each, a “Plan”) was granted with a per share exercise price no less than the fair market value per Common Share on the grant date of such stock option or restricted share unit; each such stock option or restricted share unit (i) was granted in compliance with applicable law and with the applicable Plan(s), (ii) was duly approved by the board of directors, or a duly authorized committee thereof, of the Company, as applicable, and (iii) has been properly accounted for in the Company’s consolidated financial statements at the relevant time.

(ss)	Common Share Certificate. The form and terms of the certificate representing the Common Shares (including the Offered Shares to be issued pursuant to the Offering) has been approved and adopted by the board of directors of the Company and the form and terms of the certificate representing the Common Shares does not and will not conflict with any applicable laws or the rules and policies of Cboe Canada or NASDAQ.

(tt)	Due and Valid Issuance. The Offered Shares have been duly and validly allotted and reserved for issuance by the Company and will be, if and when issued by the Company, duly and validly issued as fully paid and non-assessable Common Shares of the Company.

(uu)	No Pre-Emptive Rights. Except as disclosed in the Offering Documents and pursuant to the Advisory Agreement, no person currently has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement (including convertible securities or warrants) for the purchase, subscription or issuance of Common Shares; no person has the right to require the Company or any of the Material Subsidiaries to qualify or register any securities for sale under applicable securities laws by reason of the filing of the Prospectuses or the issuance and sale of the Offered Shares.

(vv)	Securities Law Compliance. No Canadian Qualifying Authority, the Commission or similar regulatory authority or Cboe Canada or NASDAQ has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not in material default of any requirement of applicable Securities Laws, the applicable rules and policies of Cboe Canada or NASDAQ or any other applicable securities laws; the Company has filed, in accordance with applicable Securities Laws, the rules and policies of Cboe Canada or NASDAQ and all other applicable securities laws, with all applicable Canadian Qualifying Authorities, the Commission, Cboe Canada and NASDAQ and all applicable self-regulatory authorities a true and complete copy of all of the Public Record and at the time filed or, if amended, as of the date of such amendment, the Public Record (i) did not contain any misrepresentation and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the requirements of applicable Securities Laws and the rules, policies and instruments of all Canadian Qualifying Authorities, the Commission, Cboe Canada and NASDAQ or any other self-regulatory authority having jurisdiction over the Company, and any other applicable securities laws; the Company has not filed any confidential material change or other report or other document with any Canadian Qualifying Authority, the Commission, Cboe Canada, NASDAQ or any other self-regulatory authority, which at the date hereof remains confidential; and no Material Subsidiary of the Company is required to file any reports or other documents with (or furnish such reports or other documents to) any of the Canadian Qualifying Authorities, the Commission, Cboe Canada NASDAQ or any other self-regulatory authority.

(ww)	Stock Exchanges. The issued and outstanding Common Shares are listed and posted for trading under the trading symbol “SUNN” on Cboe Canada and under the trading symbol “SUUN” on NASDAQ, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or Canadian Securities Laws or delisting the Common Shares from NASDAQ, nor has the Company received any notification that Cboe Canada, the Commission or NASDAQ is contemplating terminating such registration or listing. In connection with each Agency Transaction, the Company has complied and will comply with all applicable corporate and securities laws and administrative policies including without limitation, applicable Securities Laws and applicable laws of foreign jurisdictions.

(xx)	Good Standing with Regulators. The Company and each Material Subsidiary have conducted and are conducting its affairs and communications, in each case, in all material respects, in a responsive, cooperative and courteous manner with all provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business carried on by the Company and each Material Subsidiary, as applicable, and the Company and each Material Subsidiary has had and continues to have a good standing relationship with all provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business in the relevant jurisdictions in which the Company and each Material Subsidiary operates. The Company is not aware of any material disagreement, issue of non-compliance or complaint, past or present, between the Company or any of the Material Subsidiaries and any provincial, state, municipal, federal or other regulatory agency or body in any jurisdiction where the Company or any Material Subsidiary has carried on or continues to carry on its business.

(yy)	Transfer Agent. Endeavor Trust Corporation at its principal office in the city of Vancouver, British Columbia has been duly appointed as transfer agent and registrar for the Common Shares in Canada and the United States.

(zz)	Related Party Transactions. The are no business relationships, contracts, documents, related party transactions or off-balance sheet transactions or any other non-arm’s length transactions involving the Company or any Material Subsidiary that are required to be disclosed in the Prospectuses that have not been disclosed or filed in the Prospectuses.

(aaa)	Stabilization or Manipulation. The Company has not taken, directly or indirectly, and will not take any action designed to or that would constitute or that might reasonably be expected to cause or result in, under applicable Securities Laws or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares.

(bbb)	Significant Acquisition. The Company has not completed any “significant acquisition” (as such term is used in NI 44-101) that would require the inclusion of any additional financial statements or pro forma financial statements in the Canadian Prospectus pursuant to Canadian Securities Laws, and, other than as disclosed in the Prospectuses in connection with the Company’s proposed acquisition (the “SFF Transaction”) of Solar Flow-Through Funds Ltd. (“SFF”) pursuant to an arrangement agreement between the Company and SFF dated March 19, 2024 (the “SFF Arrangement Agreement”), no proposed acquisition by the Company has progressed to a state where a reasonable person would believe that the likelihood of the Company completing the acquisition is high and that: (i) if completed by the Company at the date of the Canadian Prospectus Supplement, would be a significant acquisition for the purposes of Canadian Securities Laws or (ii) would require financial statement disclosure in respect of the acquired business for the purposes of Canadian Securities Laws. The Company has complied, in all material respects, and will comply, in all material respects, with all Securities Laws in connection with the SFF Transaction and SFF Arrangement Agreement. The disclosure of the SFF Transaction and SFF Arrangement Agreement in the Prospectuses complies in all material respects with all Securities Laws and is true, accurate and complete in all material respects.

(ccc)	SFF Transaction.

	(i)	The SFF Transaction and the entry into of the SFF Arrangement Agreement by the Company has been authorized by all necessary corporate action on the part of the Company.

	(ii)	To the knowledge of the Company, there are no facts or circumstances that would cause it to believe that the SFF Transaction will not close substantially in accordance with the terms of the SFF Arrangement Agreement and the disclosure set forth in the Prospectuses.

	(iii)	The representations and warranties of the Company in the SFF Arrangement Agreement are true and correct in all material respects, or in all respects if already qualified by materiality, as of the date hereof, unless such a representation or warranty was provided as of a particular date, in which case it shall have been true and correct in all material respects, or in all respects if already qualified by materiality, as of such date.

	(iv)	To the knowledge of the Company, the representations and warranties of SFF provided in the SFF Arrangement Agreement are true and correct in all material respects, or in all respects if already qualified by materiality, as of the date hereof, unless such a representation or warranty was provided as of a particular date, in which case it shall have been true and correct in all material respects, or in all respects if already qualified by materiality, as of such date.

	(v)	The SFF Arrangement Agreement has not been terminated or amended nor have any terms and conditions thereof been waived, in each case in a manner that would be materially adverse to the terms and conditions upon which the Company is effecting the SFF Transaction.

	(vi)	The SFF Arrangement Agreement is a valid and subsisting agreement in full force and effect, enforceable in accordance with its terms except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity where equitable remedies are sought.

	(vii)	There are no legal or governmental actions, proceedings or investigations in existence to which any of the Company, the Material Subsidiaries or, to the knowledge of the Company, SFF are a party or to which the property of any of the Company, the Material Subsidiaries or SFF are subject or, to the best of the knowledge of the Company, contemplated or threatened against the Company, the Material Subsidiaries or SFF, at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which (A) could have a Material Adverse Effect on the business of the Company, the Material Subsidiaries, SFF or the SFF Transaction; or (B) questions the validity of the creation, issuance, sale or delivery of the Offered Shares or the validity of any action taken or to be taken by the Company pursuant to or in connection with this Agreement or the SFF Arrangement Agreement.

	(viii)	The Company will use its commercially reasonable efforts to satisfy all conditions precedent related to the closing of the SFF Transaction as contemplated under the SFF Arrangement Agreement following the date hereof, and shall keep the Agents reasonably informed, from time to time, of the status of the SFF Transaction and the satisfaction of the conditions thereof; provided that the Company shall not be obligated to waive any conditions to closing for its benefit under the SFF Arrangement Agreement, or otherwise perform or cause to be performed any of the obligations of the other parties to the SFF Arrangement Agreement set forth therein or in any of the agreements contemplated by the SFF Arrangement Agreement.

	(ix)	As it relates to facts or circumstances pertaining to SFF or the SFF Transaction, and all related matters, “to the knowledge of the Company” shall mean the knowledge of the Company to the extent gained in the course of their due diligence review made in the course of conducting due diligence in connection with the SFF Transaction.

(ddd)	Continuous Disclosure. The Company will promptly file all reports required to be filed by it with the Canadian Qualifying Authorities and the Commission under applicable Securities Laws for so long as the delivery of a prospectus relating to the Offered Shares is required to be delivered by an Agent under applicable Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), and during such same period will notify the Agents, promptly after it receives notice thereof, of the issuance by the Canadian Qualifying Authorities, the Commission or any other regulatory authority of any stop order or of any order preventing or suspending the use of any prospectus relating to the Common Shares, of the suspension of the qualification of the Common Shares for offering or sale in any of the Canadian Qualifying Jurisdictions or the United States, of the initiation or threat, to the knowledge of the Company, of any proceeding for any such purpose, or of any request by the Canadian Qualifying Authorities, Commission or any other regulatory authority for the amending or supplementing of the Prospectuses or for additional information relating to the Common Shares; and the Company will use commercially reasonable efforts to prevent the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Common Shares or the suspension of any such qualification and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Common Shares or suspending any such qualification, to use commercially reasonable efforts to obtain the withdrawal of such order as soon as possible.

(eee)	Filings. There are no reports or information that in accordance with the requirements of applicable Securities Laws must be made publicly available in connection with the Offering that have not been made publicly available as required; and there are no documents required to be filed as of the date hereof with any of the Canadian Qualifying Authorities, the Commission, Cboe Canada, NASDAQ or any other regulatory authority in connection with the Offering that have not been filed as required.

(fff)	Cease Trade Orders. No order preventing, ceasing or suspending trading in any securities (including the Offered Shares) of the Company or prohibiting the issue and sale of securities by the Company is issued and outstanding and no proceedings for either of such purposes have been instituted or, to the best of the knowledge of the Company, are pending, contemplated or threatened.

(ggg)	Forward-Looking Information and Statements. All forward-looking information and statements of the Company and the Material Subsidiaries contained in the Public Record and the Prospectuses, including any forecasts and estimates, expressions of opinion, intention and expectation have been based on assumptions that are reasonable in the circumstances, and the Company has updated such forward-looking information and statements as required by and in compliance with Securities Laws.

(hhh)	Commissions. Except for the Agents as provided in this Agreement, there is no person acting for the Company entitled to any brokerage or finder’s fee in connection with this Agreement or any of the transactions contemplated hereunder.

(iii)	Anti-Bribery Laws. None of the Company, any of the Material Subsidiaries or any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of the Material Subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the Corruption of Foreign Public Officials Act (Canada) and the rules and regulations thereunder or any other applicable anti-bribery or anticorruption provisions of applicable law (collectively, “Anti-Bribery Laws”) and the Company, the Material Subsidiaries and their respective affiliates have conducted their businesses in compliance with Anti-Bribery Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(jjj)	Money Laundering Laws. The operations of the Company and the Material Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the United States Currency and Foreign Transactions Reporting Act of 1970, as amended, and the rules and regulations thereunder, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the rules and regulations thereunder and the money laundering statutes of all jurisdictions in which the Company or any of the Material Subsidiaries does business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of the Material Subsidiaries or any of their respective properties, assets or operations (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any such arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency involving the Company or any of the Material Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(kkk)	Sanctions. None of the Company, any of the Material Subsidiaries, any director or officer of the Company or any of the Material Subsidiaries or, to the Company’s knowledge, any agent, employee, affiliate or other person acting on behalf of the Company or any of the Material Subsidiaries, (i) is currently subject to any sanctions administered or enforced by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), Canada (including sanctions administered or enforced by the Office of the Superintendent of Financial Institutions or other relevant sanctions authority) or any other country (collectively, “Sanctions”), including Sanctions with respect to Russia, Crimea, Ukraine, Russian persons or Ukrainian persons or (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, including Russia, Crimea or Ukraine.

(lll)

Effectiveness of Registration. The Company is qualified in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus in each of the Canadian Qualifying Jurisdictions and the entering into of this Agreement will not cause the Receipts to no longer be effective. At the time of filing the Registration Statement, the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Act. Any amendment or supplement to the Registration Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. The Commission’s website indicates that no stop order suspending the effectiveness of the Registration Statement is in effect. No proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by any Canadian Qualifying Authority, the Commission or similar regulatory authority or Cboe Canada, NASDAQ, or the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Permitted Free Writing Prospectus (as defined herein) has been issued by the Commission or any Canadian Qualifying Authority. The Canadian Prospectus, at the time of filing thereof with the Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did not and, as of each Time of Sale (as defined herein) and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws. The Canadian Prospectus, as amended or supplemented, as of its date, did and, as of each Time of Sale and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Offered Shares and to the Company and will be accurate in all material respects. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agents furnished to the Company in writing by or on behalf of the Agents expressly for use therein. The U.S. Prospectus, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. The Company has delivered to the Agents one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as the Agents have reasonably requested. At the time of filing the Registration Statement and at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Offered Shares, the Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405 under the Act), without taking account of any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that the Company be considered an Ineligible Issuer. “Time of Sale” means the time of the applicable Agent’s initial entry into contracts with investors for the sale of such Offered Shares. There is no fact known to the Company which the Company has not or will not disclose in the Prospectuses which results or will result in a Material Adverse Effect or, so far as the Company can reasonably foresee, could reasonably be expected to either result in a Material Adverse Effect or materially adversely affect the ability of the Company to perform its obligations under this Agreement. The Company has a reasonable basis for disclosing any forward-looking information in the Canadian Prospectus and is not, as of the date hereof, required to update any such forward-looking statements pursuant to NI 51-102.

(mmm)	Accuracy. Each part of the Registration Statement, when such part became or becomes effective, at any deemed effective date pursuant to Form F-10 and the Rules and Regulations on the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, and the U.S. Prospectus, on its date, or the date of filing thereof with the Commission and at each Time of Sale and Settlement Date, as amended or supplemented, conformed or will conform in all material respects with the requirements of the Rules and Regulations; the Form F-X conformed with the requirements of Form F-X; each part of the Registration Statement, when such part became or becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the U.S. Prospectus, on its date and the date of filing thereof with the Commission on EDGAR, and the U.S. Prospectus and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Offered Shares, together with the public offering price of such Offered Shares, the “Disclosure Package”), in each case at each Time of Sale and Settlement Date, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements or omissions in any such document made in reliance upon and in conformity with information relating to the Agents furnished in writing to the Company by or on behalf of the Agents specifically for inclusion in the Registration Statement, the U.S. Prospectus or any Permitted Free Writing Prospectus, or any amendment or supplement thereto.

(nnn)	Permitted Free Writing Prospectus. Each Permitted Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the offering of the Offered Shares or until any earlier date that the Company notified or notifies the Agents as described in Section 3(bb) did not, does not and will not include any material information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, in each case including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or includes an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Agents specifically for inclusion therein.

(ooo)	Investment Company. The Company is not and, after giving effect to application of the net proceeds of the offering of the Offered Shares as described in the Offering Documents, will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and is not and will not be an entity “controlled” by an “investment company” within the meaning of the Investment Company Act.

(ppp)	Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications, in all cases to the extent they are applicable to the Company.

(qqq)	Foreign Private Issuer. The Company is, and upon completion of the transactions described herein, will be, a “foreign private issuer” within the meaning of Rule 3b-4 under the Exchange Act.

(rrr)	Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included or incorporated by reference in the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Any certificate signed by any officer of the Company and delivered to the Agents or to counsel for the Agents shall be deemed a representation and warranty by the Company, as the case may be, to the Agents as to the matters covered thereby.

3.	Agreements of the Company. The Company covenants and agrees with the Agents as follows:

(a)	Prospectus and Registration Statement Amendments. After the date of this Agreement and until the completion of the sales contemplated hereunder, (i) the Company will notify the Agents promptly of the time when any subsequent amendment to the Canadian Base Prospectus or the Registration Statement has been filed with any Canadian Qualifying Authority or the Commission and has become effective or where a receipt has been issued therefor, as applicable, or any subsequent supplement to the U.S. Prospectus or the Canadian Prospectus has been filed (each, an “Amendment Date”) and of any request by the Commission or any Canadian Qualifying Authority for any amendment or supplement to the Registration Statement or the Prospectuses or for additional information; (ii) the Company will file promptly all other material required to be filed by it with the Commission pursuant to Rule 433(d) under the Act and with the Canadian Qualifying Authorities; (iii) the Company will submit to the Agents a copy of any amendment or supplement to the Registration Statement or the Prospectuses (other than a copy of any documents incorporated by reference into the Registration Statement or the Prospectuses) within a reasonable period of time before the filing thereof and will afford the Agents and the Agents’ counsel a reasonable opportunity to comment on any such proposed filing prior to such proposed filing; and (iv) the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or the Prospectuses (provided that the Company shall not be required to deliver documents or information incorporated by reference into the Registration Statement or the Prospectuses if such documents are accessible from SEDAR+ or EDGAR) and the Company will cause (A) each amendment or supplement to the U.S. Prospectus to be filed with the Commission as required pursuant to General Instruction II.L of Form F-10 of the Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed, and (B) each amendment or supplement to the Canadian Prospectus to be filed with the Canadian Qualifying Authorities as required pursuant to NI 44-101 and NI 44-102 (the “Canadian Shelf Procedures”) or, in the case of any document to be incorporated therein by reference, to be filed with the Canadian Qualifying Authorities as required pursuant to the Canadian Securities Laws, within the time period prescribed. The Company further agrees to notify the Agents and their counsel in writing as soon as reasonably practicable, and, in any event, within two Business Days, in the event it is provided notice or otherwise becomes aware that the Translation Decision has been modified, amended, cancelled or terminated in any manner whatsoever.

(b)	Material Change. The Company agrees that if, throughout the period during which an Agency Transaction Notice is pending or effective (and not suspended), it receives notice of, or discovers, any material change, or any event or the discovery of any fact which it believes is or could reasonably be expected to be material or would require the making of any amendment, supplement or revision to any of the Prospectuses under applicable Securities Laws, the Company will promptly notify the Agents in writing of the full particulars thereof. Unless otherwise advised by the Company, the Agents will be entitled to assume that there has been no material change in such information and entitled to rely thereon. The Company will not, without the prior written consent of the Agents, such consent not to be unreasonably withheld or delayed, take any action which would have the effect of causing a material change in the business and affairs of the Company or any Material Subsidiary while an Agency Transaction Notice is in effect.

(c)	Notice of Stop Orders. The Company will advise the Agents, promptly after it receives notice thereof, of the issuance by the Commission or any Canadian Qualifying Authority of any stop order or of any order preventing or suspending the use of any of the Prospectuses or any other prospectus in respect of the Offered Shares, of any notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto, of the suspension of the qualification of the Offered Shares for offering or sale in the United States or any of the Canadian Qualifying Jurisdictions, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission or any Canadian Qualifying Authority for the amending or supplementing of the Registration Statement or any of the Prospectuses or for additional information relating to the Offered Shares. If there is an Agency Transaction Notice that has been issued by the Company that has not been suspended or terminated in accordance with the notice requirements set forth in Section 1(a)(vi) or Section 7, as applicable, the Company will use its commercially reasonable efforts to prevent the issuance of any stop order or any order preventing or suspending the use of any of the Prospectuses or any other prospectus in respect of the Offered Shares, a notice of objection of the Commission to the form of the Registration Statement or any post-effective amendment thereto, the suspension of any qualification for offering or sale in the United States or any Canadian Qualifying Jurisdiction, and, in the event of the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Offered Shares or suspending any such qualification, the Company will use its commercially reasonable efforts to obtain the lifting or withdrawal of such order as soon as possible. If there is no such outstanding Agency Transaction Notice, then, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to prevent the issuance of any stop order or have a stop order lifted, the Company will use its commercially reasonable efforts to prevent the issuance of any stop order or any order preventing or suspending the use of the Prospectuses or other prospectus in respect of the Offered Shares, a notice of objection of the Commission to the form of the Registration Statement or any post-effective amendment thereto, the suspension of any qualification for offering or sale in the United States or any Canadian Qualifying Jurisdiction, and, in the event of the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Offered Shares or suspending any such qualification, the Company will use its commercially reasonable efforts to obtain the lifting or withdrawal of such order as soon as possible.

(d)	Subsequent Changes. Within the time during which a prospectus relating to the Offered Shares is required to be delivered by the Agents under the U.S. Securities Laws (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with any Canadian Qualifying Authority pursuant to the Canadian Securities Laws, as appropriate, and will use its commercially reasonable efforts to cause the Offered Shares to be listed on NASDAQ. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly notify the Agents to suspend the offering of Offered Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Company will also timely file with NASDAQ all material documents and notices required by NASDAQ of companies that have or will issue securities that are traded on NASDAQ.

(e)	Delivery of Registration Statement and Prospectuses. The Company will furnish to the Agents and their counsel (at the expense of the Company) electronic copies of the Registration Statement, the Prospectuses (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement and the Prospectuses that are filed with the Commission or Canadian Qualifying Authorities during the period in which a prospectus relating to the Offered Shares is required to be delivered under U.S. Securities Laws (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein) or Canadian Securities Laws (including all documents filed with the Canadian Qualifying Authorities during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as the Agents may from time to time reasonably request; provided, however, the Company shall not be required to furnish any documents to the Agents that are available on SEDAR+ or EDGAR.

(f)	Company Information. The Company will furnish to the Agents such information in its possession as is reasonably requested by the Agents as necessary or appropriate to fulfil their obligations as agents pursuant to this Agreement, the Act and Canadian Securities Laws.

(g)	Availability of Earnings Statements. The Company shall make generally available to holders of its securities and the Agents as soon as may be practicable but in no event later than the last day of the fifteenth full calendar month following the calendar quarter in which the most recent effective date of the Registration Statement occurs in accordance with Rule 158 of the Rules and Regulations, an earnings statement (which need not be audited but shall be in reasonable detail) covering a period of 12 months, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).

(h)	Compliance with “Blue Sky” Laws. The Company shall cooperate with the Agents and their counsel in connection with the registration or qualification (or the obtaining of exemptions therefrom) of the Offered Shares for the offering and sale under the securities or “blue sky” laws of such jurisdictions in the United States, and to continue such registration or qualification in effect so long as necessary under such laws for the distribution of the Offered Shares; provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject (except service of process with respect to the offering and sale of the Offered Shares). The Company will advise the Agents promptly of the suspension of the qualification or registration of (or any exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its reasonable efforts to obtain the withdrawal thereof as soon as reasonably practicable.

(i)	Material Non-public Information. The Company covenants that it will not issue an Agency Transaction Notice to an Agent in accordance with Section 1 hereof if the Company is in possession of material non-public information regarding the Company and the Material Subsidiaries, taken as a whole, or the Common Shares.

(j)	Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay, or reimburse if paid by the Agents, all costs and expenses incident to the performance of the obligations of the Company under this Agreement, including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each preliminary prospectus, each Permitted Free Writing Prospectus, the Prospectuses and any amendment or supplement thereto and any amendment or supplement to the Registration Statement or the Prospectuses, including the filing fees payable to the Commission relating to the Offered Shares within the time required by Rule 456 of the Rules and Regulations, (ii) the preparation and delivery of certificates representing the Offered Shares, (iii) the preparation of this Agreement, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectuses, any preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the Offering, (v) the listing of the Offered Shares on Cboe Canada or NASDAQ, (vi) any filings required to be made by the Agents with the Canadian Qualifying Authorities or the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the fees, disbursements and other charges of counsel for the Agents in connection therewith or incidental thereto, (vii) the registration or qualification of the Offered Shares for offer and sale under the Act and the securities or “blue sky” laws of such jurisdictions designated pursuant to subsection (h) of this Section 3, and, if requested by the U.S. Agent, the preparation and printing of preliminary, supplemental and final “blue sky” or legal investment memoranda, (viii) counsel to the Company, (ix) The Depository Trust Company, CDS and any other depositary, transfer agent or registrar for the Offered Shares, (x) the marketing of the offering of the Offered Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company, (xi) all reasonable and documented out-of-pocket fees, disbursements and other charges of the Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Offered Shares, including without limitation, due diligence expense, meals, hotels, airfare, ancillary out-of-pocket expenses, the fees and disbursements of counsel to the Agents and all applicable taxes (to a maximum of: (i) with respect to the execution of this Agreement, payable upon such execution of this Agreement, [ ] for the fees of the Agents’ United States legal counsel and [ ] for the fees of the Agents’ Canadian legal counsel, in each case exclusive of taxes and disbursements and exclusive of any amounts previously incurred and for which the Company has paid to the Agents prior to the date of this Agreement including, without limitation, in connection with the Original Agreement; and (ii) [ ] for the fees of the Agents’ legal counsel, exclusive of taxes and disbursements, in connection with each Representation Date), provided that any single expense, other than fees and disbursements of counsel, greater than [ ] shall require the prior written approval of the Company and (xii) all fees, costs and expenses for consultants used by the Company in connection with the Offering.

(k)	Use of Proceeds. The Company shall apply the net proceeds from the offering and sale of the Offered Shares to be sold by the Company in the manner set forth in the Prospectuses under the heading “Use of Proceeds and Business Objective and Milestones” and the Company does not intend to use any of the proceeds from the sale of the Offered Shares to repay any outstanding debt owed to the Agents or any affiliate of the Agents.

(l)	Change of Circumstances. During the term of this Agreement, the Company will, at any time during a fiscal quarter in which the Company intends to deliver an Agency Transaction Notice to the Agents to sell Offered Shares, advise the Agents promptly after it has received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to the Agents pursuant to this Agreement.

(m)	Due Diligence Cooperation. The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agents or their counsel from time to time in connection with the transactions contemplated hereby or any Agency Transaction Notice, including, without limitation, (i) prior to the open of trading on each intended purchase date and any Time of Sale or Settlement Date, making available appropriate corporate officers of the Company and SFF, and, upon reasonable request, representatives of the accountants for the Company and SFF, and an update on diligence matters with representatives of the Agents and their counsel and (ii) at each Representation Date (as defined herein) or otherwise as the Agents may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of the accountants for the Company for one or more due diligence sessions with representatives of the Agents and their counsel.

(n)	Clear Market. The Company shall not offer to sell, sell, pledge, hypothecate, contract or agree to sell, purchase any option to sell, grant any option for the purchase of, lend, or otherwise dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or warrants or other rights to acquire shares of Common Shares or any other securities of the Company that are substantially similar to the Common Shares or permit the registration under the Act of any Common Shares (each, a “Proposed Transaction”), without giving the Agents by written notice or by news release sent to the Agents at least three Business Days prior written notice to the issuance date specifying the nature and date of such Proposed Transaction; except that if the Company is proposing to issue securities under a “bought deal” or other financing transaction where the Company is not aware of the Proposed Transaction sufficiently in advance to allow for three Business Days prior notice, then the Company shall notify the Agents as soon as possible upon becoming aware of the Proposed Transaction and in any event prior to accepting any offer or entering into any agreement with respect to the Proposed Transaction. Notwithstanding the foregoing, the Company may, without giving any such prior notice, (i) qualify the offering and sale of the Offered Shares through the Agents pursuant to this Agreement, (ii) issue Common Shares upon the exercise or settlement of an option, warrant or restricted share unit or the conversion of a convertible security outstanding on the date hereof and referred to in the Prospectuses, or (iii) issue Common Shares, options, restricted share units or other securities convertible into or exchangeable for Common Shares pursuant to a Plan or pursuant to the Advisory Agreement. If notice of a proposed transaction is provided by the Company pursuant to this Section 3(n), the Agents may suspend activity of the transactions contemplated by this Agreement for such period of time as may be requested by the Company or as may be deemed appropriate by the Agents. “Business Day” means any day other than a Saturday, Sunday or statutory or civil holiday in the City of Vancouver, British Columbia.

(o)	Affirmation of Representations, Warranties, Covenants and Other Agreements. Upon commencement of the Offering under this Agreement (and upon the recommencement of the Offering under this Agreement following any suspension of sales under Section 1(a)(vi)), and at each Time of Sale, each Settlement Date and each Amendment Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement.

(p)	Required Filings Relating to Sale of Offered Shares. To the extent required by applicable Securities Laws, in each annual and interim financial statement and related management discussion and analysis or annual information form or report filed by the Company in respect of any quarter or year, as applicable, in which sales of Offered Shares were made by the Agents under this Agreement, the Company shall set forth with regard to the most recent applicable quarter or year, as applicable, the number of Offered Shares and the average selling price of the Offered Shares sold through the Agents under this Agreement, the gross and net proceeds received by the Company and the compensation paid by the Company to the Agents with respect to sales of Offered Shares pursuant to this Agreement. For so long as the Offered Shares are listed on Cboe Canada or NASDAQ, the Company will provide Cboe Canada or NASDAQ with all information it requires with respect to the Offering within the timelines prescribed by Cboe Canada or NASDAQ.

(q)	Representation Dates; Certificate. Upon the execution of this Agreement and during the term of this Agreement, each time the Company (i) files the Prospectuses relating to the Offered Shares or amends or supplements the Registration Statement or the Prospectuses relating to the Offered Shares by means of a post-effective amendment or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectuses relating to the Offered Shares; (ii) files or amends annual financial statements pursuant to Securities Laws; (iii) unless otherwise waived by the Agents in writing, files or amends interim financial statements pursuant to Securities Laws; or (iv) at any other time reasonably requested by the Agents (each date of filing of one or more of the documents referred to in clauses (i) through (iii), as well as any date on which a request is made pursuant to (iv), above shall be a “Representation Date”), the Company shall furnish the Agents with a certificate, in the form contemplated under Section 4(d). The requirement to furnish the certificate set out in this Section 3(q) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Offered Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or the Agents sell any Offered Shares, the Company shall provide the Agents with the certificate set out in this Section 3(q).

(r)	Legal Opinions. Upon execution of this Agreement and within three Trading Days after any Representation Date, the Company shall cause to be furnished to the Agents, dated the date the opinions are so furnished and addressed to the Agents, in form and substance satisfactory to the Agents and their counsel, acting reasonably, (i) the written opinion of DLA Piper (Canada) LLP, Canadian counsel for the Company and other local counsel, as required, and (ii) the written opinion of Hodgson Russ LLP, U.S. counsel for the Company, each as described in Section 4(e), with respect to the Company and the Offering but modified as necessary to relate to the Registration Statement and the Prospectuses as amended and supplemented to the date of such opinion and with respect to the Material Subsidiaries or, in lieu of such opinions, counsel last furnishing such opinion to the Agents and their counsel may furnish the Agents with a letter addressed to the Agents and their counsel to the effect that the Agents and their counsel may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectuses as amended and supplemented to the time of delivery of such letter authorizing reliance). The requirement to furnish the documents set out in this Section 3(r) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date), and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Offered Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice, or the Agents sells any Offered Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(r).

(s)	Negative Assurance Letter. Upon execution of this Agreement and within three Trading Days after (i) each Amendment Date and (ii) each time the Company files or amends an annual report on Form 40-F or 20-F, the Company shall cause to be furnished to the Agents, dated as of such date and addressed to the Agents, in form and substance reasonably satisfactory to the Agents, the written negative assurance letter of Hodgson Russ LLP, U.S. counsel to the Company, as described in Section 4(e). The requirement to furnish the documents set out in this Section 3(s) shall be waived for any Amendment Date or date specified in Section 3(s)(ii) occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Amendment Date), and the next occurring Amendment Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Offered Shares following an Amendment Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice, or the Agents sells any Offered Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(s).

(t)	Comfort Letters.

	(i)	Upon execution of this Agreement and within three Trading Days after each Representation Date, the Company shall cause its auditors, ZH CPA, LLC, as well as any predecessor auditors, if applicable, to furnish the Agents a letter (together, the “Comfort Letter”) dated the date the Comfort Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents, relating to the verification of certain of the financial information and statistical and accounting data relating to the Company, its Material Subsidiaries and, if applicable, the pro forma financial statements prepared in connection with the SFF Transaction contained in the Registration Statement and the Prospectuses or incorporated by reference therein, which comfort letter shall be based on a review having a cut-off date not more than two Business Days prior to the date of such letter, (A) stating that such auditors are independent public accountants within the meaning of the Canadian Securities Laws, the Act and the Rules and Regulations, and that, in their opinion, the audited financial statements of the Company incorporated by reference in the Registration Statement and the Prospectuses comply as to form in all material respects with the published accounting requirements of the Canadian Securities Laws, the Act and the Rules and Regulations and with the applicable accounting requirements of the Canadian Securities Laws, the Act and the Exchange Act and the related published rules and regulations adopted by the Canadian Securities Administrators and the Commission (the first such letter, the “Initial Comfort Letter”) and (B) updating the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letter. The requirement to furnish the documents set out in this Section 3(t)(i) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Offered Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or the Agents sell any Offered Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(t)(i).

	(ii)	Additionally, upon execution of this Agreement and within three Trading Days after each Representation Date, and until the earlier of: (A) the filing of a business acquisition report on Form 51-102F4 – Business Acquisition Report in respect of the SFF Transaction; and (B) the Company publicly announcing the termination of the SFF Transaction, the Company shall cause the auditors of SFF, Grant Thornton LLP, to furnish the Agents a letter (the “SFF Comfort Letter”) dated the date the SFF Comfort Letter is delivered, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents, relating to the verification of certain of the financial information and statistical and accounting data relating to SFF, its subsidiaries and, if applicable, the pro forma financial statements prepared in connection with the SFF Transaction contained in the Registration Statement and the Prospectuses or incorporated by reference therein, which comfort letter shall be based on a review having a cut-off date not more than two business days prior to the date of such letter, (y) stating that such auditors are independent public accountants within the meaning of the Canadian Securities Laws, the Act and the rules and regulations thereunder, and that in their opinion the audited financial statements of SFF incorporated by reference in the Registration Statement and the Prospectuses comply as to form in all material respects with the published accounting requirements of the Canadian Securities Laws, the Act and the related regulations thereunder and with the applicable accounting requirements of the Canadian Securities Laws, the Act and the Exchange Act and the related published rules and regulations adopted by the Canadian Securities Administrators and the Commission (the first such letter, the “Initial SFF Comfort Letter”) and (z) updating the Initial SFF Comfort Letter with any information which would have been included in the Initial SFF Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectuses, as amended and supplemented to the date of such letter. The requirement to furnish the documents set out in this Section 3(t)(ii) shall be waived for any Representation Date occurring at a time at which no Agency Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers an Agency Transaction Notice hereunder and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Offered Shares following a Representation Date when the Company relied on such waiver, then before the Company delivers the Agency Transaction Notice or the Agents sell any Offered Shares, the Company shall provide the Agents with each of the documents set out in this Section 3(t)(ii).

(u)	Additional Materials. Upon execution of this Agreement and within three Trading Days after each Representation Date in connection with which the Company is required to deliver the materials set out in Sections 3(q), 3(r), 3(s) or 3(t), the Company shall deliver to the Agents and their counsel:

	(i)	a certificate of good standing (or equivalent) dated within two Business Days of the applicable delivery date in respect of the Company and each Material Subsidiary;

	(ii)	certificates or lists issued under Canadian Securities Laws stating or evidencing that the Company is a “reporting issuer” in each Canadian Qualifying Jurisdiction and not in default under Canadian Securities Laws;

	(iii)	a certificate from the transfer agent of the Company dated within two Business Days of the applicable delivery date as to the number of Common Shares issued and outstanding as of such date; and

	(iv)	one or more accurate certificates, dated such date and signed by two executive officers of the Company, in form and substance satisfactory to the Agents with respect to the constating documents of the Company and the Material Subsidiaries, all resolutions of the Company’s board of directors relating to the Registration Statement, the Prospectuses, the Offering and otherwise pertaining to the purchase and sale of the Offered Shares and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agents may reasonably request.

(v)	Market Activities. The Company will not, directly or indirectly, (i) take any action designed to or that would constitute or that would reasonably be expected to cause or result in, under Securities Laws or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or (ii) sell, bid for, or purchase the Offered Shares, or pay anyone any compensation for soliciting purchases of the Offered Shares other than the Agents.

(w)	Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that prior to the termination of this Agreement, it will not be or become required to register as an “investment company” under the Investment Company Act and the rules and regulations of the Commission promulgated thereunder.

(x)	Board Authorization. Prior to delivering notice of the proposed terms of an Agency Transaction pursuant to Section 1 (or at such time as otherwise agreed between the Company and the Agents), the Company shall have (i) obtained from its board of directors or a duly authorized committee thereof all necessary corporate authority for the sale of the Offered Shares pursuant to the relevant Agency Transaction, and (ii) provided to the Agents a copy of the relevant board or committee resolutions or other authority.

(y)	Offer to Refuse to Purchase. If, to the knowledge of the Company, any condition set forth in Section 4(a) of this Agreement shall not have been satisfied on the applicable Settlement Date, the Company shall offer to any person who has agreed to purchase Offered Shares from the Company as the result of an offer to purchase solicited by the Agents the right to refuse to purchase and pay for such Offered Shares.

(z)	Consent to the Agents’ Trading. The Company consents, to the extent permitted under Securities Laws, the rules of Cboe Canada and of NASDAQ, and under this Agreement, to the Agents trading in the Common Shares of the Company: (i) for the account of their clients at the same time as sales of Offered Shares occur pursuant to this Agreement; and (ii) for the Agents’ own accounts, provided that in the case of clause (ii), no such purchase or sale shall take place by an Agent while such Agent has received an Agency Transaction Notice that remains in effect, unless the Company has expressly authorized or consented in writing to any such trades by such Agent, and provided further that in the case of Sections 3(z)(i) and (ii), by providing such consent, the Company will incur no liability on behalf of such Agent or its clients resulting from such trading activity.

(aa)	Actively-Traded Security. The Company shall notify the Agents immediately by an email addressed to each of the respective individuals from each of the Agents set forth on Schedule A attached hereto if the Offered Shares cease to qualify as an “actively-traded security” exempted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule and the sales shall be suspended until that or other exemptive provisions have been satisfied in the judgement of each party.

(bb)	Permitted Free Writing Prospectuses.

	(i)	The Company represents and agrees that it has not made and, unless it obtains the prior written consents of the Agents, shall not make, any offer relating to the Common Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consents of the Agents hereto shall be deemed to have been given in respect of each of the free writing prospectuses set forth in Schedule C hereto. Any such free writing prospectus consented to by the Agents is herein referred to as a “Permitted Free Writing Prospectus”. The Company represents and agrees that (A) it has treated and shall treat, as the case may be, each Permitted Free Writing Prospectus as a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (B) it has complied and shall comply, as the case may be, with the requirements of Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Company agrees not to take any action that would result in the Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Agents that the Agents otherwise would not have been required to file thereunder.

	(ii)	The Company agrees that no Permitted Free Writing Prospectus, if any, will include any information that conflicts with the information contained in the Registration Statement or the Prospectuses, including, in each case, any document incorporated by reference therein that has not been superseded or modified. In addition, no Permitted Free Writing Prospectus, if any, together with the Prospectuses, will include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein.

	(iii)	The Company agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict with the information in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified, or the Prospectuses or would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will give prompt notice thereof to the Agents and, if requested by the Agents, will prepare and furnish without charge to the Agents a Permitted Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, the foregoing shall not apply to any statements or omissions in any Permitted Free Writing Prospectus made in reliance on information furnished in writing to the Company by the Agents expressly stating that such information is intended for use therein.

(cc)	Distribution of Offering Materials. The Company has not distributed and will not distribute, during the term of this Agreement, any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements) in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus reviewed and consented to by the Agents and included in an Agency Transaction Notice, provided that the Agents, severally and not jointly, covenant with the Company not to take any action that would result in the Company being required to file with the Canadian Qualifying Authorities any “marketing materials” that otherwise would not be required to be filed by the Company, but for the action of the Agents.

(dd)	Purchases under Normal Course Issuer Bid. Without having first agreed with the applicable Agent, acting reasonably, as to the appropriate adjustments, if any, to be made to the parameters set forth in the applicable Agency Transaction Notice, the Company will not purchase Common Shares, and not permit any of its affiliates or any person acting on its behalf to purchase Common Shares, under a normal course issuer bid throughout (i) any period during which an Agency Transaction Notice is pending or effective and (ii) the period beginning on the second Business Day immediately prior to the date on which any Agency Transaction Notice is delivered to an Agent hereunder and ending on the second Business Day immediately following the final Settlement Date with respect to the Offered Shares sold pursuant to such Agency Transaction Notice, and (iii) during the “restricted period” (as set forth in Rule 100 of Regulation M), which will be either one “business day” or five “business days” (depending on whether or not the Company’s average daily trading volume value is $100,000 or more and it has a public float of $25 million or more at the time of such Agency Transaction Notice) immediately prior to the date on which any Agency Transaction Notice is delivered to the Agents hereunder and ending on the second Business Day immediately following the final Settlement Date with respect to the Offered Shares sold pursuant to such Agency Transaction Notice to purchasers and the completion of any stabilization arrangements and trading restrictions in connection with such distribution contemplated by such Agency Transaction Notice.

(ee) Listing of Offered Shares. Prior to the date of the first Agency Transaction Notice, the Company shall have filed a Listing of Additional Shares Notification form with NASDAQ.

4. Conditions to the Agents’ Obligations. The obligations of the Agents hereunder are subject to the accuracy of the representations and warranties of the Company on the date hereof, on each Representation Date and as of each Time of Sale and each Settlement Date, the performance of the Company of its obligations hereunder and the following additional conditions (or waiver thereof by the Agents in their sole discretion):

(a)	Canadian Prospectus Supplement. The Canadian Prospectus Supplement shall have been filed with the Canadian Qualifying Authorities under the Canadian Shelf Procedures and in accordance with Canadian Securities Laws and this Agreement and all requests for additional information on the part of the Canadian Qualifying Authorities shall have been complied with to the reasonable satisfaction of the Agents and Agent’s counsel and the Translation Decision shall remain in full force and effect without amendment.

(b)	No Material Adverse Changes. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectuses, except as described in the Registration Statement and the Prospectuses, there shall not have been a Material Adverse Change.

(c)	No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission, any Canadian Qualifying Authority or any other federal, provincial, state or foreign or other governmental, administrative or self-regulatory authority during the period of effectiveness of the Registration Statement and the Prospectuses, the response to which would require any amendments or supplements to the Registration Statement or the Prospectuses; (ii) the issuance by the Commission, any Canadian Qualifying Authority or any other federal or state or foreign or other governmental authority of any stop order suspending the effectiveness of the Registration Statement or the Prospectuses or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Offered Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectuses or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectuses or any document incorporated or deemed to be incorporated therein by reference so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of each of the Prospectuses, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement or Prospectuses would be appropriate.

(d)	Officers’ Certificates. The Agents shall have received, upon execution of this Agreement and on each Representation Date, one or more accurate certificates, dated such date and signed by an executive officer of the Company, in form and substance satisfactory to the Agents, to the effect set forth in Sections 4(b) and (c) and to the effect that:

	(i)	each signatory of such certificate has carefully examined the Registration Statement, the Prospectuses (including any documents filed under the Securities Laws and deemed to be incorporated by reference into the Prospectuses) and each Permitted Free Writing Prospectus, if any;

	(ii)	as of such date and as of each Time of Sale subsequent to the immediately preceding Representation Date, if any, neither the Registration Statement, the Prospectuses nor any Permitted Free Writing Prospectus contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

	(iii)	each of the representations and warranties of the Company contained in this Agreement are, as of such date and each Time of Sale subsequent to the immediately preceding Representation Date, if any, true and correct; and

	(iv)	each of the covenants and agreements required herein to be performed by the Company on or prior to such date has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to such date has been duly, timely and fully complied with.

(e)	Legal Opinions/Negative Assurance Letters. The Agents shall have received the opinions of counsel and negative assurance letter to be delivered pursuant to Sections 3(r) and 3(s) respectively on or before the date on which such delivery of such opinions or negative assurance letters are required pursuant to Sections 3(r) and 3(s), as applicable.

(f)	Comfort Letter(s). The Agents shall have received the Comfort Letter(s) required to be delivered pursuant to Section 3(t) on or before the date on which such delivery of such letter(s) is required pursuant to Section 3(t).

(g)	Additional Materials. The Agents shall have received the materials and documents required to be delivered pursuant to Section 3(u) on or before the date on which such delivery of such materials and documents is required pursuant to Section 3(u).

(h)	Due Diligence. The Company shall have complied with all of its due diligence obligations required pursuant to Section 3(m).

(i)	Compliance with “Blue Sky” Laws. The Offered Shares shall be qualified for sale in such states and jurisdictions in the United States, as the Agents may reasonably request, and each such qualification shall be in effect and not subject to any stop order or other proceeding on the relevant Representation Date.

(j)	Stock Exchange Listing. The Offered Shares shall have been (i) duly authorized and approved for listing on Cboe Canada and NASDAQ, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Offered Shares on Cboe Canada or NASDAQ at, or prior to, the applicable Settlement Date and Cboe Canada and NASDAQ shall have reviewed such application and not provided any objections thereto. The Company will maintain the listing of the Offered Shares on the Cboe Canada and NASDAQ, and the Company will keep available, at all times, free of preemptive rights, Common Shares for the purpose of enabling the Company to satisfy its obligations under this Agreement.

(k)	Securities Act Filings Made. All filings with the Commission required by General Instruction II.L of Form F-10, the Act and required by any Canadian Qualifying Authority to have been filed prior to the issuance of any Agency Transaction Notice hereunder shall have been made within the applicable time period prescribed for such filing by General Instruction II.L of Form F-10, and the Securities Laws.

(l)	FINRA. If a filing with FINRA is required, FINRA shall not have objected to the fairness or reasonableness of the terms or arrangements under this Agreement.

(m)	Regulation M. The Common Shares shall qualify as an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

(n)	Additional Certificates. The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

(o)	Press Release. Concurrently with the execution of this Agreement, the Company shall have issued and disseminated, and filed with the Canadian Qualifying Authorities, a news release, in form and substance acceptable to the Agents, acting reasonably, (i) announcing that the Company has entered into this Agreement, (ii) indicating that the Prospectuses have been or will be filed, (iii) specifying where and how a purchaser of Offered Shares may obtain a copy of this Agreement and the Prospectuses and (iv) if applicable, that the completion of the distribution of Offered Shares would constitute a material fact or material change; provided, however, that such press release shall comply with Rule 134 under the Act. Promptly after execution of this Agreement, and in any event before any sales of Offered Shares are made hereunder, the Company shall file this Agreement with the Canadian Qualifying Authorities in accordance with applicable Canadian Securities Laws.

5.	Representations, Warranties and Covenants of the Agents.

(a)	The Canadian Agent hereby represents, warrants and covenants to the Company that:

(i)

it is and will remain so, while this Agreement remains in effect, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder with respect to the sale of Offered Shares in Canada;

	(ii)	it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; and

	(iii)	it will comply with applicable Canadian Securities Laws in connection with the transactions contemplated under this Agreement in all jurisdictions in which the Offered Shares may be sold.

(b)	The U.S. Agent hereby represents, warrants and covenants to the Company that:

	(i)	it is and will remain so, while this Agreement remains in effect, appropriately registered under applicable U.S. Securities Laws so as to permit it to lawfully fulfill its obligations hereunder with respect to the sale of Offered Shares in the United States;

	(ii)	it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; and

	(iii)	it will comply with applicable U.S. Securities Laws in connection with the transactions contemplated under this Agreement in all jurisdictions in which the Offered Shares may be sold.

6.	Indemnification.

(a)	Indemnification of the Agents. The Company shall indemnify and hold harmless each of the Agents, the directors, officers, employees, counsel and agents of each of the Agents and each person, if any, who controls any Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including, without limitation, any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under Securities Laws or any other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Permitted Free Writing Prospectus or the Prospectuses (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage arises from the sale of the Offered Shares in the offering to any person by the Agents and is based on an untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to the Agents furnished in writing to the Company by the Agents expressly for inclusion in the Registration Statement, the Prospectuses or any Permitted Free Writing Prospectus; and, provided further, that none of the foregoing indemnities shall apply if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a regulatory authority in a final ruling from which no appeal can be made shall determine that the losses, liability, claims, damages or expenses resulted from the gross negligence, fraud or willful misconduct of an indemnified party claiming indemnity, in which case this indemnity agreement shall cease to apply to such indemnified party in respect of such claim. For greater certainty, the Company and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute “gross negligence”, “fraud” or “wilful misconduct” for the purposes of this Section 6 or otherwise disentitle the Agents from indemnification hereunder. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

(b)	Indemnification of the Company. Each Agent shall, severally and not jointly, indemnify and hold harmless the Company, its agents, each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each director of the Company and each officer of the Company who signs the Registration Statement to the same extent as the foregoing indemnity from the Company to the Agents, but only insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to an Agent furnished in writing to the Company by an Agent expressly for inclusion in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectuses. This indemnity will be in addition to any liability that the Agents might otherwise have. The Company acknowledges that the names of the Agents set forth on the front and back covers and on the certificate of the Agents in the Prospectus Supplements constitute the only information furnished in writing by or on behalf of the Agents for inclusion in the Registration Statement, any Permitted Free Writing Prospectus or the Prospectuses.

(c)	Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 6 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 6, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified party under the foregoing provisions of this Section 6 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party or results in any increase in the liability under this indemnity that the indemnifying party would not otherwise have incurred had the indemnified party given the required notice. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (iii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of the indemnifying party or parties. Notwithstanding the foregoing sentence, it is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified parties in the event that the indemnifying party is responsible for such firm’s fees, disbursements and other charges pursuant to the foregoing sentence. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (A) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(d)

Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this Section 6 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Agents, the Company and the Agents shall contribute to the total losses, claims, liabilities, expenses and damages (including, without limitation, any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Agents, such as persons who control the Company within the meaning of the Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and the Agents may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other hand. The relative benefits received by the Company on the one hand and the Agents on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the sum of (i) the total compensation actually received by the Agents pursuant to Section 1(a)(ix) (in the case of one or more Agency Transactions hereunder) and (ii) the underwriting discounts and commissions actually received by the Agents as set forth in the table on the cover page of the Prospectuses. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Agents, on the other hand, with respect to the statements or omissions which resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Agents, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 6(d) shall be deemed to include, for purpose of this Section 6(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), the Agents shall not be required to contribute any amount in excess of the sum of (i) the total compensation to the Agents pursuant to Section 1(a)(ix) (in the case of one or more Agency Transactions hereunder) and (ii) the underwriting discounts and commissions received by the Agents as set forth in the table on the cover page of the Prospectuses, and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(d), any person who controls a party to this Agreement within the meaning of the Act will have the same rights to contribution as that party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 6(d), will notify any such party from whom contribution may be sought, but the omission so to notify will not relieve the party from whom contribution may be sought from any other obligation it may have under this Section 6(d) unless, and only to the extent that, such omission results in any increase in the liability to contribute pursuant to this Section 6(d) that the party would not otherwise have had the other contributing party given notice. No party will be liable for contribution with respect to any action or claim settled without its written consent (which consent will not be unreasonably withheld).

7.	Termination.

(a)	The Company may terminate this Agreement in its sole discretion at any time upon giving prior written notice to the Agents. Any such termination shall be without liability of any party to the other party, except that (i) with respect to any pending sale, the obligations of the Company, including, without limitation, in respect of compensation of the Agents, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Sections 2 (Representations and Warranties of the Company), 3 (Agreements of the Company) (except that if no Offered Shares have been previously sold hereunder, only Section 3(j) (Reimbursement of Certain Expenses) shall survive), 6 (Indemnification), 8(b) (Consent to Jurisdiction), 8(c) (No Third Party Beneficiaries), 8(d) (Survival of Representations and Warranties), 8(e) (Disclaimer of Fiduciary Relationship), 8(f) (Governing Law) and 8(h) (Judgment Currency) of this Agreement shall remain in full force and effect notwithstanding such termination.

(b)	The Agents may terminate their obligations under this Agreement in their sole discretion at any time upon giving prior written notice to the Company. Any such termination shall be without liability of any party to another party, except that (i) with respect to any pending sale, the obligations of the Company, including, without limitation, in respect of compensation of the Agents, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Sections 2 (Representations and Warranties of the Company), 3 (Agreements of the Company) (except that if no Offered Shares have been previously sold hereunder, only Section 3(j) (Reimbursement of Certain Expenses) shall survive), 6 (Indemnification), 8(b) (Consent to Jurisdiction), 8(c) (No Third Party Beneficiaries), 8(d) (Survival of Representations and Warranties), 8(e) (Disclaimer of Fiduciary Relationship), 8(f) (Governing Law) and 8(h) (Judgment Currency) of this Agreement shall remain in full force and effect notwithstanding such termination.

(c)	This Agreement shall remain in full force and effect until the earliest to occur of (i) termination of this Agreement pursuant to Section 7(a) or (b) above or otherwise by mutual written agreement of the parties, and (ii) such date that the aggregate gross sales proceeds of the Offered Shares sold pursuant to this Agreement equals the Maximum Amount, in each case except that (A) with respect to any pending sale, the obligations of the Company, including, without limitation, in respect of compensation of the Agents, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 2 (Representations and Warranties of the Company), 3 (Agreements of the Company) (except that if no Offered Shares have been previously sold hereunder, only Section 3(j) (Reimbursement of Certain Expenses) shall survive), 6 (Indemnification), 8(b) (Consent to Jurisdiction), 8(c) (No Third Party Beneficiaries), 8(d) (Survival of Representations and Warranties), 8(e) (Disclaimer of Fiduciary Relationship), 8(f) (Governing Law) and 8(h) (Judgment Currency) of this Agreement shall remain in full force and effect notwithstanding such termination. The Company and the Agents agree that, if the Company files a new base shelf prospectus and prospectus supplement to such new base shelf prospectus, then this Agreement shall continue to apply, provided that (A) the parties hereto will make consequential amendments to this Agreement in respect thereof, and (B) pending such new base shelf prospectus and prospectus supplement being declared effective by the Reviewing Authority and receipts being issued or deemed to be issued by the Canadian Qualifying Authorities in respect of such new base shelf prospectus and prospectus supplement, no Agency Transaction Notice shall be given by the Company.

(d)	Any termination of this Agreement shall be effective on the date specified in the notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Offered Shares, such sale shall settle in accordance with the provisions of Section 1.

8.	Miscellaneous.

(a)	Notices. Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified, shall be mailed, hand delivered or emailed:

(i)

if to the Agents, at the offices of:

Research Capital Corporation

1075 West Georgia Street, Suite 1920

Vancouver, British Columbia V6E 3C9

	Attention:	Jovan Stupar, Managing Director, Venture Investment Banking
	Email:

- and -

Research Capital USA Inc.

199 Bay Street, Suite 4500

Commerce Court West, Box 368

Toronto, Ontario M5L 1G2

	Attention:	Andrew Selbie, Chief Executive Officer
	Email:

with a copy to:

MLT Aikins LLP

1066 West Hastings Street, Suite 2600

Vancouver, British Columbia V6E 3X1

	Attention:	Mahdi Shams
	Email:

- and -

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

200 Bay St, South Tower, Suite 2800

Toronto, Ontario M5J 2J3

	Attention:	Eric Foster
	Email:

(ii)

or if sent to the Company, at the office of the Company:

Solarbank Corporation

505 Consumers Road, Suite 803

Toronto, Ontario, M2J 4Z2

	Attention:	Dr. Richard Lu, Chief Executive Officer
	Email:

with a copy to:

DLA Piper (Canada) LLP

666 Burrard Street, Suite 2800

Vancouver, British Columbia V6C 2Z7

	Attention:	Denis Silva
	Email:

- and -

Hodgson Russ LLP

22 Adelaide Street West, Suite 2050

Toronto, Ontario M5H 4E3

	Attention:	Timothy Ho
	Email:

Any such notice or other communication shall be deemed given (i) on the Business Day that it was hand delivered, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier, (iii) on the Business Day actually received if deposited in the U.S. mail or through Canada Post (certified or registered mail, return receipt requested, postage prepaid), and (iv) if sent by email, on the Business Day on which it was sent if sent prior to 5:00 p.m. (Toronto Time), or thereafter on the following Business Day.

(b)	Consent to Jurisdiction. Each of the parties irrevocably (i) agrees that any legal suit, action or proceeding against the other brought by one party or by any person who controls that party arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in the courts of the Province of British Columbia located in Vancouver, British Columbia, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this Section 8(b) shall survive any termination of this Agreement, in whole or in part.

(c)	No Third-Party Beneficiaries. The Company acknowledges and agrees that the Agents are acting solely in the capacity of arm’s length contractual counterparties to the Company with respect to the Offering contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company or any other person. Additionally, the Agents are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agents and shall not be on behalf of the Company.

(d)	Survival of Representations and Warranties. All representations, warranties and agreements of the Company contained herein or in certificates or other instruments delivered pursuant hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Agents or any of their controlling persons and shall survive delivery of and payment for the Offered Shares hereunder.

(e)	Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents has not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have advised or are currently advising the Company on other matters) and the Agents has no obligation to the Company with respect to the Offering contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

(f)	Governing Law. THIS AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH PROVINCE. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS FOR PURPOSES OF ANY ACTION ARISING FROM THIS AGREEMENT BROUGHT BY THE OTHER PARTY HERETO TO THE JURISDICTION OF THE COURTS OF THE PROVINCE OF BRITISH COLUMBIA.

(g)	Currency. All references herein to “$” are to lawful money of the United States. All references herein to “C$” are to lawful money of Canada.

(h)	Judgment Currency. The Company shall indemnify and hold harmless each of the Agents, the directors, officers, employees, counsel and agents of each of the Agents and each person, if any, who controls any Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages incurred by the Agents as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

(i)	Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Agents are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Agents to properly identify their respective clients.

(j)	Counterparts and Electronic Signature. This Agreement may be executed manually or electronically in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. The transmission by facsimile or e-mail of a copy of the execution page hereof reflecting the manual or electronic execution of this Agreement by any party hereto shall be effective to evidence that party’s intention to be bound by this Agreement and that party’s agreement to the terms, provisions and conditions hereof, all without the necessity of having to produce an original copy of such execution page.

(k)	Survival of Provisions Upon Invalidity of Any single Provision. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l)	Waiver of Jury Trial. Each of the Company and each of the Agents hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby.

(m)	Titles and Subtitles. The titles of the Sections of this Agreement are for convenience and reference only and are not to be considered in construing this Agreement.

(n)	Entire Agreement. Other than the terms set forth in each Agency Transaction Notice delivered hereunder, this Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be amended or otherwise modified or any provision hereof waived except by an instrument in writing signed by the Agents and the Company.

[Signature page follows]

Please confirm that the foregoing correctly sets forth the agreement between the Company and the Agents.

	SOLARBANK CORPORATION

		“Richard Lu”
		by its authorized signatory
	Name:	Dr. Richard Lu
	Title:	Chief Executive Officer

Confirmed as of the date first above mentioned:

RESEARCH CAPITAL CORPORATION

	“Jovan Stupar”
	by its authorized signatory
Name:	Jovan Stupar
Title:	Managing Director, Venture Investment Banking

RESEARCH CAPITAL USA INC.

	“Andrew Selbie”
	by its authorized signatory
Name:	Andrew Selbie
Title:	Chief Executive Officer

SCHEDULE A

AUTHORIZED COMPANY REPRESENTATIVES*

Name and Office / Title	E-mail Address	Telephone Numbers
Richard Lu, Chief Executive Officer
Olen Aasen, General Counsel

* Notices to be provided to at least two of the above Company Representatives.

AUTHORIZED AGENT REPRESENTATIVES

The Authorized Agent Representatives of the Canadian Agent are as follows

Name and Office / Title

E-mail Address

Telephone Numbers

Jovan Stupar

Managing Director, Venture Investment Banking

Savio Chiu

Vice President, Venture Investment Banking

The Authorized Agent Representatives of the U.S. Agent are as follows

Name and Office / Title	E-mail Address	Telephone Numbers
Andrew Selbie Chief Executive Officer

Rose Barbieri Chief Compliance Officer

A-1

SCHEDULE B

MATERIAL SUBSIDIARIES

Name of Material Subsidiary	Jurisdiction of Existence of Material Subsidiary	Date of Acquisition of Interest	Interest Held in Material Subsidiary (%)	Notes
Abundant Solar Power Inc.	Delaware	December 15, 2016	100%	Abundant Solar Power Inc. was incorporated to carry out the Corporation’s operations in the United States.

Abundant Construction Inc.	Ontario	November 8, 2018	100%	Abundant Construction Inc. was incorporated to act as the counter-party for certain of the Corporation’s construction agreements.

B-1

SCHEDULE C

ISSUER FREE WRITING PROSPECTUSES

Not applicable.

C-1

SCHEDULE D

[Company Letterhead]

[Research Capital Corporation

1075 West Georgia Street, Suite 1920

Vancouver, British Columbia V6E 3C9]

[Research Capital USA Inc.

199 Bay Street, Suite 4500

Commerce Court West, Box 368

Toronto, Ontario M5L 1G2]

VIA EMAIL

TRANSACTION NOTICE

Ladies and Gentlemen:

The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Research Capital Corporation / Research Capital USA Inc.] under, and pursuant to, that certain Amended and Restated Equity Distribution Agreement between the Company and the Agents, dated May 23, 2024 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows:

Trading Day(s) on which Offered Shares may be sold:		[_______], 20[__], [_______], 20[__] . . . [_______], 20[__]

Maximum [Number]/[Value] of Offered Shares to be sold in the Aggregate:		[_______]

Maximum [Number]/[Value] of Offered Shares to be sold on each Trading Day:		[_______]

Stock exchange:		[_______]

Floor Price:		[US/C]$[__.__]

[Remainder of Page Intentionally Blank]

D-1

	Very truly yours,

	SOLARBANK CORPORATION


	by its authorized signatory
	Name:
	Title:

Accepted and agreed as of

the date first above written:

[RESEARCH CAPITAL CORPORATION / RESEARCH CAPITAL USA INC.]


by its authorized signatory
Name:
Title:

Exhibit 99.15

Form 52-109F1R

Certification of refiled annual filings

This certificate is being filed on the same date that SolarBank Corporation (the “issuer”) has refiled its Annual Information Form.

I, Sam Sun, Chief Financial Officer of SolarBank Corporation, certify the following:‎

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2023.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: May 23, 2024

“Sam Sun”
Sam Sun
Chief Financial Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

(i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.16

Form 52-109F1R

Certification of refiled annual filings

This certificate is being filed on the same date that SolarBank Corporation (the “issuer”) has refiled its Annual Information Form.

I, Dr. Richard Lu, Chief Executive Officer of SolarBank Corporation, certify the following:‎

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended June 30, 2023.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: May 23, 2024

“Dr. Richard Lu”
Dr. Richard Lu
Chief Executive Officer

NOTE TO READER

(i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Exhibit 99.17

SolarBank Announces Amended and Restated At-The-Market Equity Program

This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated May 23, 2024 to its short form base shelf prospectus dated May 2, 2023

Toronto, Ontario, May 23, 2024 — SolarBank Corporation (Nasdaq: SUUN) (Cboe CA: SUNN) (FSE: GY2) (“SolarBank” or the “Company”) is pleased to announce that it has entered into an amended and restated equity distribution agreement (the “Amended Distribution ‎Agreement”) with Research Capital Corporation (“RCC”) and Research Capital USA Inc. (together with RCC, the “Agents”) to amend the Company’s existing at-the-‎market equity program (the “ATM Program”). The Amended Distribution Agreement restates and supersedes the previous equity distribution agreement, dated June 29, 2023, between the Company and RCC to expand the prior Canadian at-the-‎market equity program to the United States. There can be no assurance that the Company will issue and sell any common shares under the ATM Program. The timing of any sales and the number of shares sold, if any, will depend on a variety of factors to be determined by the Company.

Under the Amended Distribution Agreement, the Company may issue common shares of the Company having an aggregate offering price of up to US$15,000,000 (the “Offered Shares”) under ‎the ATM Program. The Offered Shares will be issued by the Company to the public from time to time, ‎through the Agents, at the Company’s discretion. The Offered Shares sold under the ATM Program, if ‎any, will be sold at the prevailing market price at the time of sale. Since the Offered Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution. The Company intends to use the net proceeds from sales of Offered Shares under the ATM Program, if any, to advance the Company’s business objectives and for general corporate purposes, including, without limitation, funding ongoing operations or working capital requirements, repaying indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions.

Sales of Offered Shares, if any, will be made through the Agents in transactions that are deemed to be “at-the-‎market distributions” as defined in National Instrument 44-102 – Shelf Distributions and an “at-the-market offering” as defined in Rule 415(a)(4) under the United States Securities Act of 1933, as amended, on the Cboe Canada Inc. (“Cboe”) and the Nasdaq Stock Market, or any other applicable “marketplace” for the common shares in Canada. The Company is not obligated to make any sales of Offered Shares under the ‎Amended Distribution Agreement.

The Company will pay the Agents a commission of 2.0% of the gross offering proceeds from each ‎sale of Offered Shares and has agreed to provide the Agents with customary indemnification and ‎contribution rights. The Company will also reimburse the Agents for certain specified expenses in ‎connection with the entering into and performance of the Amended Distribution Agreement. ‎

The ATM Program is being made in Canada pursuant to an amended and restated prospectus supplement dated May 23, 2024 (the “Prospectus Supplement”) to the Company’s final short form base shelf prospectus dated May 2, 2023‎ (the “Base Prospectus”), amending and restating the prospectus supplement previously filed on June 29, 2023, and in the United States pursuant to a prospectus supplement dated May 23, 2024 (the “U.S. Prospectus Supplement”) to the Company’s final base shelf prospectus contained in the Company’s effective registration statement on Form F-10 (File No. 333-279027) (the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”). Prospective investors should read the Base Prospectus, the Prospectus Supplement and other ‎documents the Company has filed with the SEC (some of which are incorporated by reference into ‎the Base Prospectus and the Prospectus Supplement) for more complete information about the ‎Company and the ATM Program, including the risks associated with investing in the Company. ‎

Copies of the Prospectus Supplement, Base Prospectus and Amended Distribution Agreement are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and copies of the U.S. Prospectus Supplement and the Registration Statement are available on the SEC’s website at www.sec.gov. Alternatively, the Agents will send copies of the relevant documents to investors upon request by contacting RCC by mail at Research Capital Corporation, 1075 West Georgia Street, Suite 1920, Vancouver, British Columbia V6E 3C9, by email at schiu@researchcapital.com or by telephone at (778) 373-4088. ‎

Restatement

The Company also announces that it has identified matters which require the Company to make a restatement to reclassify certain amounts within the Statement of Cash Flows for its annual financial statements for the years ended June 30, 2023 and 2022 (the “Restatement”). Users of the Company’s financial statements should note that the Adjustments (as defined below) do not change the Company’s Assets, Liabilities, Revenues, Gross Profit or Net Income for the fiscal year ended June 30, 2023.

The Restatement relates to the reclassification of four items (collectively, the “Adjustments”): (1) the classification of the investment in GIC and investment in partnership units was reported ‎in financing activities instead of investing activities; (2) the settlement of aged accounts receivable for acquisition of property, plant and equipment and related items were non-cash related and should be reported in operating activities instead of investing and financing activities; (3) the repayment of shareholder loan was reported in operating activities instead of financing activities; and (4) foreign exchange gain and loss was grouped into effect of changes in exchange rate instead of operating activities.

All changes are contained within the Statement of Cash Flows and related notes / exhibits and the net cash position of the Company as of June 30, 2023 is unchanged. The Company has filed amended and restated financial statements for the financial years ended June 30, 2023 and June 30, 2022 (the “Amended Statements”) and related amended and restated management’s discussion and analysis (“MD&A”) for the year ended June 30, 2023.

Further details regarding the Adjustments can be found in the Amended Statements and related MD&A which are available under the Company’s electronic profile on SEDAR+ at www.sedarplus.ca. The Company has prepared a note to the Amended Statements detailing the impact of the Adjustments and has revised the Supplemental Cash Flow Information Notes to the Amended Statements. Additionally, the MD&A has been amended to reflect the restated amounts for the categories of cash flow activities.

In connection with the filing of the Amended Statements, the Company is also filing CEO and CFO certifications in compliance with National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings.

The identification of the need for the Restatement arose out of the Company’s internal review procedures for the preparation of the Prospectus Supplement. After discussions with the Company’s former auditor, MSLL CPA LLP, the Company assessed that the Restatement was required. As a result of this Restatement, the audit committee of the Company determined that the Company’s consolidated annual audited financial statements for the year ended June 30, 2023, issued on October 23, 2023, should not be relied upon and should be restated through the Adjustments.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor ‎will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be ‎unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

ABOUT SOLARBANK CORPORATION

SolarBank Corporation is an independent renewable and clean energy project developer and owner focusing on distributed and community solar projects in Canada and the USA. The Company develops solar projects that sell electricity to utilities, commercial, industrial, municipal and residential off-takers. The Company maximizes returns via a diverse portfolio of projects across multiple leading solar markets including projects with utilities, host off-takers, community solar, and virtual net metering projects. The Company has a potential development pipeline of over one gigawatt and has developed renewable and clean energy projects with a combined capacity of over 70 megawatts built. To learn more about SolarBank, please visit www.solarbankcorp.com.

For further information, please contact:

Tracy Zheng

Chief Administration Officer, SolarBank Corporation

Email: tracy.zheng@solarbankcorp.com

Phone: 416.494.9559

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements”) that relate to the Company’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. In particular and without limitation, this news release contains forward-looking statements including statements with respect to the Offered Shares sold under the ATM ‎Program; the use of proceeds from ‎any such sale of Offered Shares; the use by the Company of the ATM Program; future development, ‎production, cash flow and other anticipated or possible future developments of the Company’s business‎ as well as those listed under “Caution Regarding Forward-Looking Statements” and “Risk Factors” in the Base Prospectus, and other public filings of the Company. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.

Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in the Company’s most recently completed Annual Information Form, and other public filings of the Company, which include: the Company may be adversely affected by volatile solar power market and industry conditions; the execution of the Company’s growth strategy depends upon the continued availability of third-party financing arrangements; the Company’s future success depends partly on its ability to expand the pipeline of its energy business in several key markets; governments may revise, reduce or eliminate incentives and policy support schemes for solar and battery storage power; general global economic conditions may have an adverse impact on our operating performance and results of operations; the Company’s project development and construction activities may not be successful; developing and operating solar projects exposes the Company to various risks; the Company faces a number of risks involving Power Purchase Agreements (“PPAs”) and project-level financing arrangements; any changes to the laws, regulations and policies that the Company is subject to may present technical, regulatory and economic barriers to the purchase and use of solar power; the markets in which the Company competes are highly competitive and evolving quickly; an anti-circumvention investigation could adversely affect the Company by potentially raising the prices of key supplies for the construction of solar power projects; foreign exchange rate fluctuations; a change in the Company’s effective tax rate can have a significant adverse impact on its business; seasonal variations in demand linked to construction cycles and weather conditions may influence the Company’s results of operations; the Company may be unable to generate sufficient cash flows or have access to external financing; the Company may incur substantial additional indebtedness in the future; the Company is subject to risks from supply chain issues; risks related to inflation; unexpected warranty expenses that may not be adequately covered by the Company’s insurance policies; if the Company is unable to attract and retain key personnel, it may not be able to compete effectively in the renewable energy market; there are a limited number of purchasers of utility-scale quantities of electricity; compliance with environmental laws and regulations can be expensive; corporate responsibility may adversely impose additional costs; the future impact of COVID-19 on the Company is unknown at this time; the Company has limited insurance coverage; the Company will be reliant on information technology systems and may be subject to damaging cyberattacks; the Company may become subject to litigation; there is no guarantee on how the Company will use its available funds; the Company will continue to sell securities for cash to fund operations, capital expansion, mergers and acquisitions that will dilute the current shareholders; and future dilution as a result of financings.

The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.

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