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6-K 1 form6-k.htm 6-K

 

 

 

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, 2025.

 

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 ☒ Exhibits 99.1 and 99.2 to this report on Form 6-K furnished to the SEC are expressly incorporated by reference into the Registration Statement on Form F-10 of SOLARBANK CORPORATION (File No.

 

 

 

 

 

INCORPORATION BY REFERENCE

 

333-287070), as amended and supplemented.

 

2

 

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 15, 2025 SOLARBANK CORPORATION
   
  By: /s/ “Sam Sun”
    Sam Sun
    Chief Financial Officer & Corporate Secretary

 

3

 

EXHIBIT INDEX

 

EXHIBIT   DESCRIPTION OF EXHIBIT
99.1   Management’s Discussion and Analysis for the three and nine months ended March 31, 2025
99.2   Condensed Consolidated Interim Unaudited Financial Statements for the three and nine months ended March 31, 2025
99.3   Form 52-109F2 - Certification of Interim Filings of Chief Executive Officer dated May 15, 2025
99.4   Form 52-109F2 - Certification of Interim Filings of Chief Financial Officer dated May 15, 2025

 

4

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

Management’s Discussion and Analysis

 

For the Three and Nine Months End March 31, 2025

 

  Contact Information :
  SolarBank Corporation
  505 Consumers Road, Suite 803
  Toronto, ON M2J 4V8
  Contact Person: Mr. Sam Sun, CFO
  Email: info@solarbankcorp.com

 


The following Management Discussion and Analysis (“MD&A”) of the financial condition and results of operations of SolarBank Corporation. (“SUNN” or the “Company”) was prepared by management as of May 14, 2025 and was reviewed and approved by the Board of Directors. The following discussion of performance, financial condition and future prospects should be read in conjunction with the interim consolidated financial statements of the Company and notes thereto for the three and nine months ended March 31st, 2025. The information provided herein supplements but does not form part of the financial statements. All amounts are stated in Canadian dollars unless otherwise indicated.

 

 

 

Overview

 

Business Profile

 

SolarBank Corporation is incorporated in Ontario, Canada with its registered office located at 199 Bay Street, Suite 4000, Toronto, Ontario M5L 1A9 and head office located 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 2017 established a 100% owned U.S. subsidiary, Abundant Solar Power Inc., 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. On February 14, 2024, the Company migrated its listing to Cboe Canada Exchange Inc. under the existing trading symbol “SUNN”. On April 8, 2024, the Company’s common shares commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “SUUN”.

 

The Company operates in the growing renewable energy sector 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 continues to shift its business model from a “develop to sell” strategy to the ownership of renewable projects as an Independent Power Producer (“IPP”). The Company focuses on organic growth and also evaluates M&A opportunities.

 

Development of the Business

 

USA

 

The Company is focused on its key markets in New York, Maryland and California. In New York, the Company expects to reach Permission to Operate (“PTO”) for a 3.7 megawatts of direct current (“MW DC”) project that the Company intends to retain ownership of, by Q4 FY2025 and reach PTO for three projects for Honeywell, totaling 21 MW DC by Q4 FY2025. Approximately 60 projects are under utility interconnection studies and permitting. In addition, the Company is working on site origination for potential community solar and utility scale solar projects.

 

Community solar needs state-level polices in order to thrive. The Company is monitoring certain potential markets such as Illinois, Pennsylvania, Michigan, Ohio and Virginia where legislation for community solar programs has been passed or is being proposed. In Pennsylvania, the development of the community solar projects will be subject to the final approval of House Bill 1842 by the State government of Pennsylvania.

 

 

 

Canada

 

The Company is expected to finish the construction on a 1.4MW DC rooftop solar project in Alberta during FY2025. In addition, more than twenty projects in Nova Scotia are under utility interconnection studies and development work is ongoing. The company is actively developing the potential projects in Ontario, Alberta, and Nova Scotia.

 

The Company, in addition to its on-going business in Canada to provide operation and maintenance services of solar projects, is developing solutions to assist the real estate sector to achieve net zero greenhouse gas emissions focusing on small Feed-in-Tariff (“FIT”) solar projects, rooftop and ground mount installations.

 

After acquisition of Solar Flow-Through Funds Ltd. (“SFF”), including its pipeline of Battery Energy Storage System (“BESS”) projects, on July 8, 2024, the Company became the owner of the three separate BESS projects in Ontario. The three projects are expected to reach Notice to Proceed (“NTP”) in the third and fourth quarter of fiscal 2025.

 

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. 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.

 

With the acquisition of SFF, the Company is now responsible for securing the permits and financing required to complete the construction of the BESS Projects. In November 2024, the Company secured financial closing of a combined project loan in a principal amount of $25.8 million for two of the three BESS projects. The Company remains in discussion with a project finance lender for the financing for the third BESS project. The Company has commenced construction on one of the three BESS projects known as SFF-06. The other two BESS projects require final permits for construction.

 

The 903 project remains in the permitting process and commencement of construction remains subject to the receipt of final permits. In particular, in order to proceed with construction of the 903 project an Official Plan Amendment and Zoning By-law Amendment (“OPA/ZBA”) are required from the Town of Armour, Ontario. On November 8, 2022 the projectco -1000234763 Ontario Inc received a Municipal Support Resolution, which was unanimously approved by the council for the Town of Armour. However, the OPA/ZBA have been delayed as a result of certain public opposition and the council’s evaluation of how to respond to such opposition. A delay in obtaining the necessary OPA/ZBA means that projectco may not be able to commence construction on the originally planned timeline and delaying construction means that achieving commercial operation on or before April 2026 will be delayed. In order to extend the deadline for commercial operation under the E-LT1 contract for the project, projectco has sent the IESO a notice of potential force majeure event to the OPA/ZBA delay. The timing of the issuance of the OPA/ZBA and its impact on project schedule remains uncertain.

 

Evlo Energy Storage Inc. (“Evlo”), a subsidiary of Hydro-Québec, is providing its EVLOFLEX battery energy storage systems (the “BESS Equipment”) for the three separate BESS Projects. As a result of the delays in obtaining permits for the BESS Projects, the Company has requested that Evlo delay the delivery of the BESS Equipment. Evlo has informed the Company that such delay will adversely affect Evlo’s performance under the agreement for the BESS Equipment and increases the cost of the BESS Equipment. The final implications of these delays on the contract price and schedule have not yet been ascertained. If the project schedule is delayed, it is possible that certain incentives from the Ontario government for completion of the BESS Projects by a target date will not be received. In addition, if the Company is unable to fully draw down on the $25.8 million loan, and secure a financing for the third BESS project to provide financing to make required payments to Evlo, Evlo may provide the Company with a notice of default which would have an adverse effect on the project schedule and costs.

 

 

 

Acquisitions

 

On March 20, 2024, the Company entered into a definitive agreement with SFF 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 “SFF Transaction”). The SFF Transaction closed on July 8, 2024. Under the terms of the SFF Transaction, the Company has agreed to issue up to 5,859,561 common shares of SolarBank (“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 consideration for the SFF Transaction also consisted of an upfront payment of approximately 3,575,632 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 IESO and the major suppliers for the SFF 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 valuator 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 valuator, 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 acquisition of SFF continues the Company’s strategy of creating value for all stakeholders by growing its portfolio of cash-generating independent power producer assets. The Company will also expand into ownership of battery energy storage projects and electric vehicle charging stations, both are key components of net zero energy transition.

 

The Company closed the acquisition of SFF on July 8, 2024.

 

CIM Transaction

 

On May 6, 2025 the Company announced that CIM Group (“CIM”), a real estate and infrastructure owner, operator, lender and developer, and the Company have entered into a Mandate Letter providing for up to US$100 million in project based financing for a portfolio of 97 MW of solar power projects located in the United States (the “CIM Transaction”). The CIM Transaction will be structured as a preferred equity investment into a newly formed entity (“New HoldCo”) that will be a joint venture between CIM and Abundant Solar Power Inc. (“ASP”), a wholly-owned subsidiary of SolarBank. No shares or other securities of SolarBank will be issued in connection with the CIM Transaction.

 

CIM shall acquire non-convertible preferred equity interests in New HoldCo (the “CIM Equity”). Pursuant to a membership interest purchase agreement to be entered into by New HoldCo and ASP, New HoldCo will purchase the membership interests of identified project companies that wholly own 97 MW of power generating capacity (the “CIM Portfolio” or the “CIM Projects”) directly or indirectly from ASP, subject to the satisfaction of customary conditions precedent. New HoldCo would advance 20% of the purchase price for each CIM Project at mechanical completion of such CIM Project, and 80% at substantial completion of such CIM Project.

 

Each CIM Project is anticipated to sell investment tax credits (“ITCs”) to one or more creditworthy third-party buyers pursuant to one or more tax credit transfer agreements in accordance with the requirements of Section 6418 of the Internal Revenue Code of 1986, as amended (the “Code” and each a “TCTA”).

 

 

 

CIM shall receive a coupon, payable semi-annually, equal to 3% (annually) of the aggregate investment and, subject to certain distributions detailed below, the remainder of the cashflow generated from the CIM Portfolio shall be distributed to ASP. CIM shall retain 100% of the TCTA sales. In the event of liquidation, casualty or similar condemnation event the proceeds shall be distributed based on prior contributions of the parties. New HoldCo has the right to redeem the CIM Equity based on the greater of fair market value or a multiple of invested capital beginning 180 days after the fifth anniversary of the date the last CIM Project is placed in service (the “Call Option”). If the Call Option is not exercised, CIM has the right to require a redemption of the CIM Equity at the lower of fair market value or a multiple of invested capital.

 

There are several risks associated with the CIM Transaction and development of the CIM Projects. The development of any project is subject to receipt of interconnection approval, receipt of a community solar contract, required permits, 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. The CIM Transaction is subject to the execution of definitive documentation setting out all of the representations, warranties, covenants and conditions precedent associated with the CIM Transaction. There is a risk that definitive documentation may not be executed or that the conditions precedent to the CIM Transaction are not satisfied. In such case, no funding will be advanced under the terms of the CIM Transaction. SolarBank will also need to secure the financing required to develop the CIM Projects to mechanical completion and substantial completion, as prior to such milestone none of the funding from the CIM Transaction will be available.

 

Recent Developments

 

Since the commencement of fiscal 2025, the Company achieved the following business objectives:

 

July 2024: The Company closed its acquisition of SFF. This transaction values SFF at up to $45M but the consideration payable excludes the common shares of SFF currently held by the Company.

 

July 2024: The Company announced an update on its 3.25 MW DC ground-mount solar power project located in the Town of Camillus, New York on a closed landfill. The project has now received its plan approval and special use permit from the town of Camillus.

 

July 2024: The Company advanced construction on the 1.4MW DC rooftop solar project in Alberta. Construction of the project is expected to be completed in the third quarter of fiscal year 2025.

 

August 2024: The Company announced that it intends to develop a 6.41 MW DC ground-mount solar power project known as the East Bloomfield project located in East Bloomfield, New York.

 

September 2024: The Company announced that it intends to develop a 5.4 MW DC ground-mount solar power project known as the Boyle project located in Broome County, New York. The project is expected to employ agrivoltaics (the dual use of land for solar energy production and agriculture) including sheep grazing with a local agricultural partner.

 

September 2024: The Company announced that it intends to develop a 7 MW DC ground-mount solar power project known as the Hwy 28 project on a 45 acre site located in Middletown, Delaware County, New York.

 

October 2024: The Company announced its plans to develop a 2.9 MW DC ground-mount solar power project known as the Silver Springs project on a site located in Gainesville, New York.

 

October 2024: The Company announced its plans to develop a 13.8 MW DC ground-mount solar power project known as the Grandview project on a site located in Lancaster Country, Pennsylvania.

 

October 2024: The Company announced its plans to develop a 7 MW DC ground-mount solar power project known as the Stauffer project on a site located in Lancaster Country, Pennsylvania.

 

October 2024: The Company announced its plans to develop a 7.2 MW DC ground-mount solar power project known as the North Main project on a site located in Wyoming County, New York

 

November 2024: The Company announced its plans to develop a 3.1 MW DC ground-mount solar power project known as West Petpeswick project (the “Project”) on a site located in Nova Scotia

 

 

 

November 2024: The Company announced its strategic expansion into the rapidly growing data center market. The Company does not presently have any contracts to develop or power a data center but it is in discussions with various other parties regarding potential data center opportunities and will provide details if an agreement to acquire or develop a data center is concluded. The development of any data center project is subject to identification of a suitable project site, receipt of required permits, entry into contracts for construction and the use of the data center, the availability of third-party financing arrangements for the Company and the risks associated with the construction of a data center. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for renewable energy, which could result in future projects no longer being economic.

 

November 2024: The Company secured project financing in the form of a loan in a principal amount of $3 million.

 

November 2024: The Company secured financial closing of a combined project loan in a principal amount of $25.8 million with Royal Bank of Canada (“RBC”) as Lenders, Administrative Agent and Collateral Agent for the Lenders. The loan, on a non-recourse basis, will be used for the construction, operation and maintenance of two 4.74 MW BESS projects located in Ontario.

 

December 2024: The Company entered into agreement with Qcells, through an affiliate, to sell four ground-mount solar power projects that are under development in upstate New York representing 25.58 MW. The projects will be developed as four separate solar power projects. The Company will now continue to build the Projects for Qcells to commercial operation via EPC agreements. The sale of the projects and EPC agreement have a total value of approximately US$49.5 million. The Company also expects that it will retain an operations and maintenance contract for the projects following the completion of construction.

 

January 2025: The Company announced that first BESS project located in Ontario is expected to commence construction during the week of February 10, 2025. The construction commenced in February. The project is known as SFF-06 and is located in Cramahe, Ontario.

 

February 2025: The Company announced an update on the development of two projects located on industrial brownfield sites located in Skaneateles, New York which is in the Finger Lakes Region of New York, in Onnodaga County. The Company intends to develop two ground-mount community solar projects across this site with a capacity of 14.4 MW DC. The projects have achieved a development milestone in receiving positive interconnection results via a completed Coordinated Electric System Interconnection Review (“CESIR”). Now that the Company has received a positive interconnection determination, the next step is completing the permitting process for the Projects which is already underway.

 

February 2025: The Company announced that it is partnering with Viridi, the industry leader in fail-safe battery energy storage systems (“BESS”), on the development of a combined 3.06 MW DC ground-mount solar power project and related 1.2 MWH BESS in Buffalo, New York. The project is being constructed on a closed landfill site, transforming previously unusable land into a productive asset that generates clean energy for the community. Subject to the receipt of financing, SolarBank intends to be the owner of the project and Virdi will provide supplies for the BESS system.

 

March 2025: The Company announced an update on the development of a 7.2 MW DC ground-mount solar power project known as the North Main project on a site located in Wyoming County, New York. The project has completed its Coordinated Electric System Interconnection Review (“CESIR”), and can proceed to the next important milestone, permitting the project site.

 

March 2025: The Company announced an update on the development of a 2.9 MW DC ground-mount solar power project known as the Silver Springs project on a site located in Gainesville, New York. The project has achieved a development milestone in receiving positive interconnection results via a completed CESIR.

 

 

 

March 2025: The Company announced an update on the development of a 5.4 MW DC ground-mount solar power project known as the Boyle Rd project on a site located in upstate New York. The project has achieved a development milestone in receiving positive interconnection results via a completed Coordinated Electric System Interconnection Review (“CESIR”).

 

March 2025: The Company announced its plans to develop a 7.2 MW DC ground-mount solar power project known as the Jordan Rd, Gainesville project on a site located in upstate New York. Assuming the project’s interconnection study is successful, the Company will continue to work to complete the permitting process and secure the necessary financing for the construction of the project.

 

March 2025: The Company announced its plans to develop a 4.3 MW DC ground-mount solar power project known as the Glen Rd project on a site located in upstate New York. Assuming the project’s interconnection study is successful, the Company will continue to work to complete the permitting process and secure the necessary financing for the construction of the project.

 

March 2025: The Company announced that its 3.26 MW Camillus Solar Project has been sold to, and will now be constructed for, Solar Advocate Development LLC (“Solar Advocate”) in a transaction valued at US$7.3 million. Engineering and initial construction have commenced and the Company has initiated procurement of major equipment. The Company will now continue to build the project for Solar Advocate to commercial operation via an EPC agreement dated March 18, 2025. The sale price for the project, and value of the EPC agreement are approximately US$7.3 million.

 

March 2025: On March 24, 2025 the Company announced it has closed a registered direct offering with a single institutional investor. The investor purchased 2,394,367 common shares and warrants to purchase up to 2,394,367 common shares at a combined purchase price of US$3.55 per common share and accompanying warrant for aggregate gross proceeds of approximately US$8.5 million before deducting fees and other estimated offering expenses (the “2025 Offering”). The warrants are exercisable immediately at an exercise price of US$4.45 per share and will expire five years from the date of issuance. Approximately $8.5 million was funded in full upon the closing of the 2025 Offering, and up to an additional $10.65 million may be funded upon full cash exercise of the warrants. No assurance can be given that any of the warrants will be exercised. The Company expects to use the net proceeds from the 2025 Offering to advance its independent power producer assets including BESS projects and a community solar project in New York, along with for working capital and other general corporate purposes.

 

March 2025: On March 27, 2025 the Company announced its plans to develop a 7.2 MW DC ground-mount solar power project known as the Hoadley Hill Rd project on a site located in upstate New York. Assuming the Project’s requested interconnection approval is received, the Company will continue to work to complete the permitting process and secure the necessary financing for the construction of the project.

 

April 2025: On April 23, 2025 the Company announced its plans to develop a 4.584 MW DC ground-mount solar power project known as the Forest Hill Rd project on a site located in upstate New York. Assuming the Project’s requested interconnection approval is received, the Company will continue to work to complete the permitting process and secure the necessary financing for the construction of the project.

 

May 2025: On May 6, 2025 the Company announced the CIM Transaction.

 

 

 

Selected Quarterly Information

 

The following table shows selected financial information for the Company for the three and nine month periods ended March 31, 2025 and 2024 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements as at March 31, 2025 and audited consolidated financial statements as at June 30, 2024, and related notes.

 

The condensed interim consolidated financial statements of the Company have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) and are expressed in Canadian dollars.

 

For the three months ended March 31   2025     2024  
             
Revenue   $ 9,003,443     $ 24,074,947  
Revenue – EPC     7,845,212       23,435,444  
Revenue – Development     -       27,207  
Revenue – IPP production     1,153,231       121,761  
Revenue – O&M and other services     5,000       490,535  
Cost of goods sold     (9,063,478 )     (18,686,509 )
Net income   $ (7,171,728 )   $ 3,499,241  
Earning (loss) per share     (0.23 )     0.13  

 

For the nine months ended March 31   2025     2024  
             
Revenue   $ 29,105,028     $ 50,400,013  
Revenue – EPC     20,320,243       47,477,484  
Revenue – Development     2,171,457       2,106,625  
Revenue – IPP production     6,575,712       259,279  
Revenue – O&M and other services     37,616       556,625  
Cost of goods sold     (23,305,208 )     (40,130,961 )
Net income   $ (9,029,169 )   $ 5,522,702  
Earning (loss) per share     (0.29 )     0.20  

 

    31-Mar-25     30-Jun-24  
             
Total assets   $ 193,972,608     $ 39,225,861  
Total current liabilities     40,070,938       13,388,850  
Total non-current liabilities   $ 87,151,764     $ 7,112,710  

 

 

 

The following discussion addresses the operating results and financial condition of the Company for the three and nine months ended March 31, 2025 compared with the three and nine months ended March 31, 2024.

 

Result of Operations

 

Three and nine months ended March 31, 2025 compared with the three and nine months ended March 31, 2024

 

Trend

 

In fiscal 2025, the Company continues to focus on scaling its business model by growing its pipeline and advancing its EPC projects in the US and continued development activities for projects in both US and Canada. It is expected that the Company’s revenue will keep growing in fiscal 2025 as three projects (total of 21 MW DC) in the US progress to PTO this fiscal year. In addition, the Geddes Project (currently owned by the Company) and phase 1 of 261 Township (owned by a third party) are expected to finish construction and reach PTO in fiscal 2025.

 

The net income for the three months ended March 31, 2025 decreased by $10,670,969 compared to the net income for the three months ended March 31, 2024 with $7,171,728 net loss recognized during the third quarter of 2025 as compared to a net income of $3,499,241 for the third quarter of 2024.

 

The net income for the nine months ended March 31, 2025 decreased by $14,551,871 compared to the net income for the nine months ended March 31, 2024 with $9,029,169 net loss recognized during the period in 2025 as compared to a net income of $5,522,702 for the same period in fiscal 2024. See below for further details on the quarterly variations.

 

Key business highlights and projects updates in FY2025

 

Existing projects

 

Name   Location  

Size

(MWdc/MWh)

  Timeline   Milestone   Current Status
Geddes   New York, USA   3.7   Q4
FY2025
  Reach PTO (permission to operate)   Construction started in September 2023. This is the largest US solar project to date to be owned by the Company
Settling Basins - 1   New York, USA   7   Q4
FY2025
  Reach PTO (permission to operate)   EPC project. Construction started in November 2023
Settling Basins - 2   New York, USA   7   Q4
FY2025
  Reach PTO (permission to operate)   EPC project. Construction started in November 2023
Settling Basins - 3   New York, USA   7   Q4
FY2025
  Reach PTO (permission to operate)   EPC project. Construction started in November 2023
Camillus   New York, USA   3.1  

Q1

FY2026

  Reach PTO (permission to operate)   EPC project. EPC agreement entered March 18, 2025. Mobilization is expected to start in Q4 2025.
261 Township (Phase1)   Alberta, Canada   1.4  

Q4

FY2025

  Reach PTO (permission to operate)   It’s the first phase of a total 4.2MW project. Engineering and procurement started in April 2024, and construction started in July 2024.
SFF06 (BESS)   Ontario, Cananda   Discharge: 4.74
Storage: 18.96
 

Q1

FY2026

  Reach PTO (permission to operate) and secure financing for construction.   EPC project. EPC agreement entered Oct. 3, 2023. Mobilization is expected to start in July 2025.

 

 

 

Projects under development

 

Name   Location   Size (MWDC)   Timeline   Milestone   Expected Cost $   Cost Incurred $   Sources of Funding   Current Status
261 Township (Phase2)   Alberta, Canada   4.2  

Q3

FY2025

  NTP   800,000   205,773   Equity financing, working capital   Phase 1 construction started in July 2024. Interconnection for Phase 2 is being prepared to submit after the interconnection agreement is executed for phase 1 with Fortis.
Hardie   New York, USA   7   24-Feb   NTP   1,460,000   1,457,139   Equity financing, working capital   The project has been sold to Qcells in December 2024. Construction expected to start in Q4 FY2025.
6882 Rice Road   New York, USA   6.4   24-Feb   NTP   3,500,000   3,860,659   Equity financing, working capital   The project has been sold to Qcells in December 2024. Construction expected to start in Q4 FY2025.
Gainesville   New York, USA   7   25-Apr   NTP   2,700,000   720,128   Equity financing, working capital   The project has been sold to Qcells in December 2024. Construction expected to start in Q1 FY2026.
SUNY   New York, USA   28   25-Dec   Completion of interconnection studies, engineering and permitting, along with interconnection deposit, and procurement bid application fee   2,900,000   481,464   Equity financing, working capital   The interconnection application to New York Independent System Operator has been accepted into the new cluster study program. The project will move on to the customer engagement window, which will list any project physical infeasibility screens and a scooping meeting for the phase 1 study.
NS Projects   Nova Scotia, Canada   31   25-Dec   NTP   900,000   128,293   Equity financing, working capital   The Company is preparing the application packages for the Community Solar Program.
Oak Orchard   New York, USA   7   25-Jun   NTP   1,900,000   1,151   Equity financing, working capital   The project is under interconnection study.
Boyle   New York, USA   5.4   25-Jun   NTP   3,900,000   23,792   Equity financing, working capital   The project has completed its interconnection approval and is now in the permitting stage.
Hwy 28   New York, USA   7   25-May   NTP   1,600,000   1,506,344   Equity financing, working capital   The project has been sold to Qcells in December 2024. Construction expected to start in Q1 FY2026.
Silver Springs   New York, USA   2.9   25-Dec   NTP   1,300,000   23,798   Equity financing, working capital   The project is under interconnection study.
Grandview   Pennsylvania, USA   13.8   25-Dec   NTP   1,500,000   -   Equity financing, working capital   The project is under interconnection study.

 

 

 

Stauffer   Pennsylvania, USA   7   25-Dec   NTP   1,250,000   2,228   Equity financing, working capital   The Company has secured a lease over the project site and will continue to work to complete the next steps in permitting, interconnection and securing the necessary financing for construction of the project.
North Main   New York, USA   7.2   25-Dec   NTP   1,250,000   22,714   Equity financing, working capital   The project is under interconnection study.
Skaneateles   New York, USA   14.4   25-Jun   NTP   2,330,000   935,945   Equity financing, working capital   The project received interconnection approval and is in the final stage of the permitting process.
Viridi Solar and BESS   New York, USA   3.06 MW (Solar) 1.2 MWH (BESS)   25-Dec   NTP   1,500,000   -   Equity financing, working capital   The Company has secured a lease over the project site and will continue to work to complete the next steps in permitting, interconnection and securing the necessary financing for construction of the project.
Jordan Rd, Gainesville   New York, USA   7.2   25-Dec   NTP   1,900,000   38,533   Equity financing, working capital   The project is under interconnection study.
Glen Rd   New York, USA   4.3   25-Dec   NTP   1,500,000   15,454   Equity financing, working capital   The project is under interconnection study.
Hoadley Hill Rd   New York, USA   7.2   25-Dec   NTP   1,900,000   15,454   Equity financing, working capital   The project is under interconnection study.
Forest Hill Rd   New York, USA   4.584   25-Dec   NTP   1,500,000   15,454   Equity financing, working capital   The project is under interconnection study.
Glor Rd   New York, USA   7.2   25-Dec   NTP   1,900,000   28,393   Equity financing, working capital   The project is under interconnection study.
903 (BESS)   Ontario, Canada   Discharge: 4.74
Storage: 18.96
 

Q1

FY2026

  NTP    12,001,382   5,644,032   Equity financing, working capital   EPC project. EPC agreement entered Oct. 3, 2023. Debt financing has been secured through RBC. Commencement of construction remains subject to receipt of final permits. There is no certainty that final permits will be received.
OZ-1 (BESS)   Ontario, Canada   Discharge: 4.74
Storage: 18.96
 

Q1

FY2026

  NTP    12,001,382   5,695,326   Equity financing, working capital   EPC project. EPC agreement entered Oct. 3, 2023. Commencement of construction remains subject to receipt of financing and final permits. There is no certainty that financing or final permits will be received.

 

 

 

During the current fiscal year certain projects that were previously disclosed were cancelled as follows:

 

The site in Black Creek, NY representing 3.2 MW DC that was announced on May 6 2024. Development was discontinued due to high interconnection costs, which impacted the project’s overall financial viability.
Projects in the Orleans County representing 30 MW that were announced on April 22, 2024. These projects were cancelled due to the costs associated with the Coordinated Electric System Interconnection Review (“CESIR”), which rendered these projects financially unsustainable.
Project in Clay, New York, representing 7.00 MW DC that was announced on August 15, 2024. The project was cancelled because it was determined to not be financially viable.

 

Revenue

 

The Company’s revenue is mainly from EPC services, Development fees and O&M services.

 

    Three Months Ended March 31     Nine Months Ended March 31  
    2025     2024     Change     2025     2024     Change  
EPC services   $ 7,845,212     $ 23,435,444     $ (15,590,232 )   $ 20,320,243     $ 47,477,484     $ (27,157,241 )
Development fees     -       27,207       (27,207 )     2,171,457       2,106,625       64,832  
IPP Production     1,153,231       121,761       1,031,470       6,575,712       259,279       6,316,433  
O&M and other services     5,000       490,535       (485,535 )     37,616       556,625       (519,009 )
Total Revenue   $ 9,003,443     $ 24,074,947     $ (15,071,504 )   $ 29,105,028     $ 50,400,013     $ (21,294,985 )

 

The following table shows the significant changes in revenue from 2024:

 

    Three months     Nine months     Explanation
EPC services   $ (15,590,232 )   $ (27,157,241 )   EPC revenue is recognized based on percentage of completion method. All the projects are at the late stage of construction. Decrease due to less construction activities in 2025.
Development fees     (27,207 )     64,832     No significant changes
IPP production     1,031,470       6,316,433     The company acquired SFF in July 2024. The increase of IPP revenue is due to revenue received from SFF 45 MW DC projects.
O&M and other services     (485,535 )     (519,009 )   The company acquired SFF facilities in July FY2024, the O&M services were fully eliminated in FY2025.
Total   $ (15,071,504 )   $ (21,294,985 )    

 

 

 

Expenses

 

Expenses consist of expenditures related to cost of services provided and costs to develop new projects, as well as corporate business development and administrative expenses.

 

Expenses   Three Months Ended March 31     Nine Months Ended March 31  
    2025     2024     Change     2025     2024     Change  
Cost of goods sold   $ (9,063,478 )   $ (18,686,509 )   $ 9,623,031     $ (23,305,208 )   $ (40,130,961 )   $ 16,825,753  
Operating expense:                                                
Advertising and promotion     (520,218 )     (1,879,006 )     1,358,788       (1,107,229 )     (3,357,708 )     2,250,479  
Consulting fees     (928,187 )     (320,117 )     (608,070 )     (2,776,516 )     (1,076,791 )     (1,699,725 )
Depreciation     (27,698 )     (47,370 )     19,672       (69,764 )     (118,668 )     48,904  
Insurance     (301,585 )     (89,752 )     (211,833 )     (706,651 )     (217,010 )     (489,641 )
Listing fee     (115,597 )     (183,711 )     68,114       (128,341 )     (183,711 )     55,370  
Office, rent and utilities     (350,215 )     (127,156 )     (223,059 )     (809,479 )     (337,544 )     (471,935 )
Professional fees     (3,383,675 )     (244,341 )     (3,139,334 )     (5,067,111 )     (871,698 )     (4,195,413 )
Repairs and maintenance     (20,043 )     (65,014 )     44,971       (98,674 )     (111,861 )     13,187  
Salary and Wages     (362,302 )     (389,902 )     27,600       (1,270,684 )     (867,318 )     (403,366 )
Stock based compensation     (15,099 )     (108,408 )     93,309       (171,031 )     (758,507 )     587,476  
Travel and events     (67,699 )     (53,019 )     (14,680 )     (409,387 )     (224,253 )     (185,134 )
Total operating expenses     (6,092,318 )     (3,507,796 )     (2,584,522 )     (12,614,867 )     (8,125,069 )     (4,489,798 )
Total Expenses   $ (15,155,796 )   $ (22,194,305 )   $ 7,038,509     $ (35,920,075 )   $ (48,256,030 )   $ 12,335,955  

 

The following table shows the significant changes in expenses from 2024:

 

    Three months     Nine months     Management Commentary
Cost of goods sold   $ 9,623,031     $ 16,825,753     Consistent with the decrease in revenues.
Operating expense:                    
Advertising and promotion     1,358,788       2,250,479     Reduced marketing expense during the nine months of FY2025 comparing to increase in spending in FY2024 preparing for Nasdaq listing.
Consulting fees     (608,070 )     (1,699,725 )   Consulting rates were increased and one additional internal consultant hired as the Controller. In additional payments to Advisory Board members starting FY2025.
Depreciation     19,672       48,904     Decrease due to computers are fully amortized during the nine months in FY2025.
Insurance     (211,833 )     (489,641 )   Insurance was higher due to increased activity and higher director and officer insurance premiums following completion of the Nasdaq listing. Increase also affected by higher revenue and new companies acquired.
Listing fees     68,114       55,370     Cboe costs.
Office, rent and utilities     (223,059 )     (471,935 )   Increase in rent and maintenance costs due to acquisition of SFF.
Professional fees     (3,139,334 )     (4,195,413 )   Increase due to audit fees, consulting fees relating to exploring investor markets, due diligence work on acquisitions (in particular the SFF acquisition), and filing fees.
Repairs and maintenance     44,971       13,187     Repair work on OFIT GM and OFIT RT facilities.
Salary and wages     27,600       (403,366 )   Increase in employee salaries at various rates and payment of board remuneration for the nine months period.
Stock based compensation     93,309       587,476     Employee stock compensation all vested Nov 2024.
Travel and events     (14,680 )     (185,134 )   Increase due to more travel and seminars activities in FY2025 to grow the Company’s pipeline.
Total operating expenses     (2,584,522 )     (4,489,798 )    
Total Expenses   $ 7,038,509     $ 12,335,955      

 

Other Income (Expense)

 

For the three months ended March 31, 2025, the Company had other income of $315,003 compared to other income of $3,534,692 for the three months ended March 31, 2024. Other income for the three months ended March 31, 2025 consists mainly of insurance reimbursement of $221,980, foreign exchange gain of $1,239 and other income of $91,784. Other income for the three months ended March 31, 2024 consists mainly of bad debt recovery of $3,376,686, foreign exchange gain of $65,715 and other income of $92,271.

 

 

 

For the nine months ended March 31, 2025, the Company had other income of $395,991 compared to other income of $5,270,382 for the nine months ended March 31, 2024. Other income for the nine months ended March 31, 2025 consists mainly of foreign exchange gain of $5,846, insurance reimbursement of $221,980 and other income of $168,165. Other income for the nine months ended March 31, 2024 consists mainly of bad debt recovery of $4,839,438, gain from acquisition of non-controlling interest of $195,893, foreign exchange gain of $160,748 and other gain of $74,758.

 

Net Income (Loss)

 

The net loss for the three months ended March 31, 2025 was $7,171,728 for loss per share of $0.23 based on 31,417,787 outstanding shares versus net income of $3,499,241 for income per share of $0.13 based on 27,136,075 outstanding shares for the comparative period.

 

The net loss for the nine months ended March 31, 2025 was $9,029,169 for loss per share of $0.29 based on 31,179,046 outstanding shares versus net income of $5,522,702 for earning per share of $0.20 based on 26,933,260 outstanding shares for the comparative period.

 

Legal Matters and Contingencies

 

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

 

(1) In June 2022, a group of residents filed an Article 78 lawsuit against the 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. Two proceedings were filed and both proceedings were dismissed, but the Petitioners have appealed the first proceeding. The Petitioners still have time to appeal the second dismissal, but an injunction against the on-going construction of the solar project was denied in the second proceeding. Due to the Petitioners failure to succeed in any of the proceedings to date, management has assessed that the cases do not represent a material threat to the Company.

 

(2) On December 2, 2020, a Statement of Claim was filed by the Company’s subsidiary, 2467264 Ontario Inc, and SFF (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. If the claim is successful, 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 the interim consolidated financial statements with respect to this claim.

 

(3) On January 29, 2021, a second Statement of Claim was filed by the Company’s subsidiary, 2467264 Ontario Inc, and SFF (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 the interim consolidated financial statements with respect to this claim.

 

 

 

(4) On December 2, 2020, SFF 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. This matter has been settled on April 23, 2024 for a payment of $1,000,000 paid from IESO to SFF.

 

(5) On June 16, 2022, approximately 165 modules were damaged by windstorm and will be replaced by new ones. 4 inverters were damaged and will be replaced by new ones. SFF received a letter from the 328 Passmore landlord’s counsel in August 2023 that the rooftop is 95% repaired, but that they still owe $400,000 to the roofers. SFF cannot install the system until it receives confirmation that the structural integrity is sufficient for the system. SFF had been planning to move forward with examinations for discovery this fall but have delayed this due to recent health concerns and commitments of its team members who will attend the examinations.

 

(6) The Landlord of a SFF solar power project in Ontario refused to give SFF the access to the site for regular maintenance. SFF and the landlord attended a court hearing on June 5, 2023. The landlord requested that the hearing be adjourned so that he would have more time to retain counsel, and the judge issued a court order so that SFF could access the property on June 9, 2023 for maintenance activities. Since then, respective counsel has been in correspondence so that SFF could schedule semi-annual maintenance, the most recent of which occurred on June 27, 2024.

 

Summary of Quarterly Results

 

Description   Q3     Q2     Q1     Q4  
    31-Mar-25     31-Dec-24     30-Sep-24     30-Jun-24  
Revenue   $ 9,003,443     $ 4,096,264     $ 16,005,321     $ 7,977,121  
Income (Loss) for the period     (7,171,728 )     (2,098,533 )     241,092       (9,099,845 )
Earning (loss) per share - basic     (0.23 )     (0.07 )     (0.01 )     (0.34 )
Earning (loss) per share - diluted   $ (0.23 )   $ (0.07 )   $ (0.01 )   $ (0.34 )

 

Description   Q3     Q2     Q1     Q4  
    31-Mar-24     31-Dec-23     30-Sep-23     30-Jun-23  
Revenue   $ 24,074,947     $ 18,643,805     $ 7,681,261     $ 9,245,267  
Income (Loss) for the period     3,499,241       (15,507 )     2,038,968       (1,076,836 )
Earning (loss) per share - basic     0.13       -       0.08       0.06  
Earning (loss) per share - diluted   $ 0.09     $ -     $ 0.05     $ 0.06  

 

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 and lead to reduce solar power generation; however, this can fluctuate based on project locations and development timelines. 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. The revenues for the quarter ended March 31, 2025 was lower due to reduced revenue from EPC services as projects were substantially completed and new projects that have been sold did not yet achieve revenue recognition. The closing of the transaction with Qcells concluded during the quarter will provide revenue from EPC services that will be recognized over the next several quarters. Refer to “Results of Operations” for additional discussion.

 

 

 

Liquidity and Capital Resources

 

The following table summarizes the Company’s liquidity position:

 

  31-Mar-25     30-Jun-24  
As at   $     $  
Cash     23,929,445       5,270,405  
Working capital(1)     5,206,074       4,240,999  
Total assets     193,972,608       39,225,861  
Total liabilities     127,222,702       20,501,560  
Shareholders’ equity     66,749,906       18,724,301  

 

(1) Working capital is a non-IFRS financial measure with no standardized meaning under IFRS, and therefore it may not be comparable to similar measures presented by other issuers. For further information and detailed reconciliations of non-IFRS financial measures to the most directly comparable IFRS measures see “Non-IFRS Financial Measures”.

 

To date, the Company’s operations have been financed from cash flows from operations, debt financing and equity financing. The Company presently has sufficient working capital as assessed based on its reasonable assumptions to continue operation for the next twelve months. The assumptions are based on forecasts related to revenues, expenditures and financing activities.

 

As it relates to revenues, the main components are revenue from IPP operations, revenue from EPC operations and revenue from development fees for projects that are sold. The Company is able to predict its revenue from IPP operations based on past performance of its existing asset base. The transactions with Qcells, Solar Advocate and current project pipeline allow the Company to reasonably predict its revenue from EPC operation and development fees.

 

As it relates to operating expenses, the Company is able to forecast its expenses based on historical operations and assumptions about future activities. The Company has estimated operating expenses at an average of approximately $820,000 per month.

 

As it relates to financing, the Company has access to equity financing (as disclosed below) and debt financing (as disclosed below). 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 in raising the necessary funds in the past, there can be no assurance that 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 and a registration statement for the Shelf Prospectus has been filed in the United States with the United States Securities and Exchange Commission. 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.

 

As disclosed above under “Development of the Business – Recent Developments” section, on March 24, 2025 the Company closed the 2025 Offering for proceeds of approximately US$8.5 million before deducting fees and other estimated offering expenses. Up to an additional $10.65 million may be funded upon full cash exercise of the warrants issued in the 2025 Offering. The use of proceeds is shown below.

 

Use of Proceeds   Initial Estimated Amount (US$)     Cost incurred as of March 31, 2025 (US$)     Remaining balance (US$)  
Completion of construction payments for BESS projects located in Ontario, Canada     1,944,949       -       1,944,949  
Completion of interconnection deposit, and advancement of engineering, permitting, procurement and hiring subcontractors, for 4152 Jordan Rd project located in New York, USA.     3,508,065       -       3,508,065  
Contractor Cost     501,986       -       501,986  
IR and marketing     1,000,000       420,000       580,000  
Insurance (D&O and Operational Property Policy Renewal)     700,000       -       700,000  
Expenses of the Offering     845,000       845,000       -  
Total     8,500,000       1,265,000       7,235,000  

 

 

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.

 

As it relates to debt financing, as disclosed above, the Company has secured a $25.8 million debt facility for two of the three BESS projects and it has assumed it will be able to draw down on this facility. The Company is in discussions with a project finance lender for the financing for the third BESS project and has assumed this will be concluded and financing will be available during the current fiscal year. The Company has also secured from Seminole Financial Services, LLC an initial US$2,600,000 construction to mini-perm loan for the Geddes Project and it has assumed it will be able to draw down on this loan during the current fiscal year. Finally, the Company has secured a US$1 million line of credit with M&T Bank that is available to draw down on a revolving basis.

 

 

 

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

 

The chart below highlights the Company’s cash flows:

 

  31-Mar-25     31-Mar-24  
For nine months ended   $     $  
Net cash provided by (used in)            
Operating activities     (2,088,001 )     10,919,336  
Investing activities     (333,706 )     (5,078,827 )
Financing activities     21,218,282       (310,121 )
Increase (decrease) in cash, cash equivalents, and restricted cash     18,796,575       5,341,685  

 

Cash flow from operating activities

 

The Company spent $2,088,001 in operating activities during the nine months ended March 31, 2025, while the Company generated $10,919,336 in cash from operating activities during the same period ended March 31, 2024. The Company spent $2,377,526 from the operational activities, generated $2,596,853 for the change of working capital and $2,307,328 income tax paid during the nine months ended March 31, 2025, while the Company generated $6,084,225 from the operational activities and spent $1,430,831 for the change of working capital during the nine months ended March 31, 2024.

 

Cash flow from financing activities

 

The Company generated $21,218,282 from financing activities during the nine months ended March 31, 2025, while the Company spent $310,121 during the same period ended March 31, 2024. The cash generated in financing activities for the nine months ended March 31, 2025 was driven by reception of long-term loan of $10,402,322 and short-term loans of $3,000,000, proceeds from issuance of shelf prospectus shares of $6,615,200, proceeds received from broker warrants exercised of $131,250, proceeds received from stock options exercise of $61,875, proceeds from issuance of warrants of $4,574,321 and proceeds received from issuance of common shares of $3,323,984. This was offset by repayment of lease obligation of $715,169, long-term loan principal payment of $3,315,817, deferred financing costs payment of $747,222 and long-term loans interest payment of $2,112,462. The cash usage in financing activities for the nine months ended March 31, 2024 was driven by repayment of long-term debt of $271,001 and payment of lease obligation of $102,029. This was offset by cash generation from issuance of common shares for net proceeds of $21,659 and proceeds from broker warrants exercised of $41,250.

 

Cash flow from investing activities

 

The Company spent $333,706 in investing activities during the nine months ended March 31, 2025, while the Company spent $5,078,827 from investing activities during the same period ended March 31, 2024, these are the net cash spent in investing activities that cash outflows offset the inflows. The cash generated for the nine months ended March 31, 2025 consists of investment from SFF of $9,886,769, acquisition of property, plant and equipment of $2,846,719, GIC redemption of $2,170,000. Offset by cash used in development asset of $12,959,628, GIC purchase of $1,376,197, related parties of $776,369 and acquisition of subsidiaries of $125,000. The cash used for the nine months ended March 31, 2024 includes acquisition of property, plant and equipment of $42,908, acquisition of development asset of $6,316,741, purchase of partnership units of $2,465,000, and purchase of non-controlling interest of $95,333, offset by net cash of $11,155 received from acquisition and redemption of GIC of $3,830,000.

 

 

 

Contractual Obligations

 

Below is a tabular disclosure of the Company’s contractual obligations as at March 31, 2025:

 

    Total     Less than one year     1 to 3 years     3 to 5 years     More than 5 years  
Long-Term Debt Obligations   $ 63,809,010     $ 5,248,436     $ 13,612,198     $ 21,387,886     $ 23,560,490  
Operating Lease Obligations     10,552,219       987,454       1,801,598       1,651,059       6,112,108  
Loan payable     4,738,794       4,738,794       -       -       -  
Due to related parties     869,555       -       869,555       -       -  
Purchase Obligations     640,606       640,606       -       -       -  
Accounts Payable and Accrued Liabilities     20,761,894       20,761,894       -       -       -  
Total   $ 101,372,078     $ 32,377,184     $ 16,283,351     $ 23,038,945     $ 29,672,598  

 

Capital Transactions

 

During the nine months ended March 31, 2025, the Company issued the following shares:

 

i. On July 8, 2024, the Company closed the acquisition of SFF with payment of 3,575,632 SolarBank common shares.
ii. On September 24, 2024, 55,000 broker warrants were exercised to purchase common shares at $0.75 per share.
iii. On October 7, 2024, 41,707 Common Shares issued to former SFF directors after closing of acquisition.
iv. On October 11, 2024, 120,000 employee stock options exercised resulting in issuance of 110,448 Common Shares.
v. On December 19, 2024, 7,500 RSUs were exercised to convert to 7,500 common shares.
vi. On January 16, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.
vii. On February 3, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75 per share.
viii. On February 10, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75 per share.
ix. On February 18, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.
x. On February 19, 2025, 386,500 employee stock options exercised resulting in issuance of 346,767 Common Shares after reductions for a cashless exercise component.
xi. On February 19, 2025, 1,913 RSUs were exercised to convert to 1,913 common shares.
xii. On March 3, 2025, 7,500 RSUs were exercised to convert to 7,500 common shares.
xiii. On March 26, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.
xiv. On March 24, 2025 the Company sold a total of 2,394,367 units in a registered direct offering at a price of US$3.55 ($5.08) for gross proceeds of US$8,500,002.85 ($12,170,304.08). Each unit was comprised of one common share and one common share purchase warrant. The warrants are exercisable immediately, and an exercise price of US$4,45 per common share and will expire on March 24, 2030.
xv. During January to March 2025, the Company sold a total of 1,220,567 Common Shares through at-the-market offerings at an average price of $2.47 (US$1.72) per share for gross proceed of $3,009,366.

 

 

 

Capital Structure

 

The Corporation is authorized to issue an unlimited number of common shares. The table below sets out the Company’s outstanding common share and convertible securities as of March 31, 2025 and as of the date of this MD&A:

 

Security Description   March 31, 2025     Date of report  
Common shares     34,908,115       35,299,583  
Warrants     10,212,085       10,152,085  
Stock options     2,252,500       2,252,500  
Restricted share units     300,000       270,000  
Contingent value rights(1)     2,283,929       2,283,929  

 

(1) See description of the Contingent Value Rights under the heading “Overview – Development of the Business – Acquisitions”.

 

The following table reflects the details of warrants issued and outstanding as of the date of this MD&A:

 

Date granted   Expiry     Exercise price (CAD)     Outstanding warrants  
03-Oct-2022     10-Jun-2027     $ 0.10       2,500,000  
01-Mar-2023     01-Mar-2026     $ 0.75       198,000  
01-Mar-2023     01-Mar-2028     $ 0.50       5,000,000  
24-Mar-2025     24-Mar-2030     $ 6.37 (US$ 4.45)       2,394,367  
24-Mar-2025     24-Mar-2030     $ 6.61 (US$ 4.615)       119,718  
                      10,212,085  
Weighted average exercise price                   $ 1.85  

 

The following table reflects the details of options issued and outstanding as of the date of this MD&A:

 

Date granted   Expiry     Exercise price (CAD)     Outstanding options  
04-Nov-2022     04-Nov-2027     $ 0.75       2,252,500  

 

The following table reflects the details of RSUs issued and outstanding as of the date of this MD&A:

 

Date granted   Vesting Date   Outstanding RSUs  
4-Nov-2022   02-Aug-2023     250,000  
02-Apr-2025   25% vest on May 1, Jun. 1, Jul. 1 and Aug. 1, 2025     20,000  
          270,000  

 

 

 

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:

 

    March 31, 2025     June 30, 2024  
Long-term debt -non-current portion   $ 58,560,574     $ 4,379,169  
Shareholders’ Equity   $ 66,749,906     $ 18,724,301  

 

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, issuance of equity, or sale of assets. See “Liquidity and Capital Resources” above for a discussion regarding the Company’s working capital position.

 

No changes have occurred to capital management from the prior year.

 

 

 

Off-Balance Sheet Arrangements

 

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

 

Transactions Between Related Parties

 

As at March 31, 2025, included in trade and other payable was $342,179 (June 30, 2024- $124,125) due to directors and other members of key management personnel.

 

As at March 31, 2025, included in Due to related parties balance was $869,555 relating to amount due to Berkley Renewables Inc. which has a director that is also a director for the Company.

 

Transactions with related parties, are described above, were for services rendered to the Company in the normal course of operations, and were measured based on the consideration established and agreed to by the related parties. Related party transactions are made without stated terms of repayment or interest. The balances with related parties are unsecured and due on demand.

 

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 consist 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 three and nine months ended March 31, 2025 and 2024 were as follows:

 

    Three Months Ended March 31,  
    2025     2024  
Short-term employee benefits   $ 544,580     $ 409,599  
Share-based compensation   $ (44,708 )   $ 59,473  

 

    Nine Months Ended March 31,  
    2025     2024  
Short-term employee benefits   $ 1,758,737     $ 1,020,227  
Share-based compensation   $ 99,613     $ 345,957  

 

Short-term employee benefits include consulting fees and salaries made to key management.

 

 

 

Critical Accounting Estimates and Policies

 

The preparation of the consolidated financial statements in accordance with IFRS as issued by IASB requires management to make estimates and assumptions that affect the amounts reported on the consolidated interim financial statements. These critical accounting estimates represent management’s estimates that are uncertain and any changes in these estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company’s critical accounting policies and estimates are described in Note 3 of the audited consolidated financial statements for the year ended June 30, 2024.

 

Changes in Accounting Policies

 

New accounting policies adopted subsequent to the audited consolidated financial statements for the year ended June 30, 2024 is as follows:

 

Segment reporting:

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and for which discrete financial information is available. The Company’s chief executive officer regularly reviews the operating results of each operating segment to make decisions about resources to be allocated to the segment and assess its performance. In determining operating segments, the Company considers the nature of product and services provided. Refer to note 24 to the accompanying financial statements for more details.

 

Financial Instruments and Other Instruments (Management of Financial Risks)

 

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.

 

The Company has variable interest rate loans with interest rate swap 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 swap is based on discounting estimate of future floating rate and fixed rate cash flows for the remaining term of the interest rate swap. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Company and of the counterparty. The fair value of the interest rate swap are determined using Level 2 inputs.

 

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

 

 

 

Credit risk

 

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.

 

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.

 

Nine months ended March 31, 2025   Revenue     % of Total Revenue  
Customer A   $ 12,589,608       43 %

 

Nine months ended March 31, 2024   Revenue     % of Total Revenue  
Customer B   $ 5,343,090       11 %
Customer E   $ 34,518,159       68 %
Customer F   $ 6,550,519       13 %

 

Three months ended March 31, 2025   Revenue     % of Total Revenue  
Customer A   $ 3,336,026       37 %
Customer I   $ 4,374,325       48 %

 

Three months ended March 31, 2024   Revenue     % of Total Revenue  
Customer E   $ 22,858,350       95 %

 

March 31, 2025   Account Receivable     % of Account Receivable  
Customer J   $ 3,281,612       33 %

 

June 30, 2024   Account Receivable     % of Account Receivable  
Customer F   $ 531,456       48 %

 

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.

 

 

 

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’s long-term loan, obtained from acquisition of OFIT GM, OFIT RT and SFF, have a fixed rate which is achieved by entering into interest rate swap agreement.

 

The Company held the Geddes loan which is subject to interest rate risk due to variable rate. A change of 100 basis points in interest rates would have increased or decreased interest amount (added to the loan principal balance) of $14,227 (US$9,896).

 

Non-IFRS Financial Measures

 

The Company has disclosed certain non-IFRS financial measures and ratios in this MD&A, as discussed below. These non-IFRS financial measures and non-IFRS ratios are widely reported in the renewable energy industry as benchmarks for performance and are used by management to monitor and evaluate the Company’s operating performance and ability to generate cash. The Company believes that, in addition to financial measures and ratios prepared in accordance with IFRS, certain investors use these non-IFRS financial measures and ratios to evaluate the Company’s performance. However, the measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other companies. Accordingly, non-IFRS financial measures and non-IFRS ratios should not be considered in isolation or as a substitute for measures and ratios of the Company’s performance prepared in accordance with IFRS.

 

Non-IFRS financial measures are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-122”) as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ration, fraction, percentage or similar representation.

 

A non-IFRS ratio is defined by NI 52-112 as a financial measure disclosed that (a) is in the form of a ratio, fraction, percentage, or similar representation, (b) has a non-IFRS financial measure as one or more of its components, and (c) is not disclosed in the financial statements.

 

Working Capital

 

Working capital is a non-IFRS measure that is a common measure of liquidity but does not have any standardized meaning. The most directly comparable measure prepared in accordance with IFRS is current assets net of current liabilities. Working capital is calculated by deducting current liabilities from current assets. Working capital should not be considered in isolation or as a substitute from measures prepared in accordance with IFRS. The measure is intended to assist readers in evaluating the Company’s liquidity.

 

As at   31-Mar-25     30-Jun-24  
Current assets   $ 45,277,012     $ 17,629,849  
Current liabilities     40,070,938       13,388,850  
Working capital   $ 5,206,074     $ 4,240,999  

 

 

 


Adjusted EBITDA

 

Adjusted EBITDA is a non-IFRS financial measure, which excludes the following from net earnings:

 

Income tax expense;

 

Finance costs;

 

Amortization and depletion;

 

Fair value gain/loss;

 

Unrealized foreign exchange gain/loss;

 

Non-recurrent gain/loss

 

Adjusted EBITDA is intended to provide additional information to investors and analysts. It does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of operating performance prepared in accordance with IFRS. Adjusted EBITDA excludes the impact of non-cash costs of financing activities, income taxes, depreciation of property, plant and equipment, amortization of intangible asset, fair value gain on derivative contracts, unrealized foreign exchange, and other non-recurring activities. Other companies may calculate Adjusted EBITDA differently.

 

    Three months ended March 31,     Nine months ended March 31,  
    2025     2024     2025     2024  
Net income (loss) per financial statements   $ (7,171,728 )   $ 3,499,241     $ (9,029,169 )   $ 5,522,702  
Add (Deduct):                                
Depreciation expense     27,698       24,900       69,764       54,225  
Depreciation included in COGS     1,492,455       22,470       4,500,738       64,443  
Interest (income)/expense, net     806,804       24,654       2,086,162       16,211  
Income tax and Deferred income tax expense     96,450       766,648       737,515       750,661  
Fair value change (gain)/loss     431,124       -       (213,564 )     -  
Other (income)/expense     (315,003 )     (3,534,692 )     (395,991 )     (5,270,382 )
Other non-recurring expenses     2,221,157       -       2,221,157       -  
Impairment loss     -       1,124,791       -       1,124,791  
Adjusted EBITDA   $ (2,411,043 )   $ 1,928,012     $ (23,388 )   $ 2,262,651  

 

 

 

Disclosure Controls and Internal Controls Over Financial Reporting

 

Disclosure Controls and Procedures

 

Management, including the Chief Executive Officer and the Chief Financial Officer, are responsible for the design of the Company’s disclosure controls and procedures in order to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation.

 

The Chief Executive Officer and Chief Financial Officer have certified that they have designed disclosure controls and procedures (or caused them to be designed under their supervision) and they are operating effectively to provide reasonable assurance that material information relating to the Company and its consolidated subsidiaries is made known to them by others within those entities as of March 31, 2025.

 

Internal Control Over Financial Reporting

 

The Company maintains a system of internal controls over financial reporting, as defined by National Instrument 52- 109 - Certification of Disclosure in Issuers’ Annual and Interim Filings in order to provide reasonable assurance that assets are safe-guarded and financial information is accurate and reliable and in accordance with IFRS. During the period ended March 31, 2025, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Limitation of Controls and Procedures

 

Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

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, 2024 and filed on SEDAR+ at www.sedarplus.ca.

 

 

 

Forward-Looking Statements

 

This MD&A contains forward-looking statements and forward-looking information ‎within the meaning of Canadian and United States 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 sufficiency of working capital for the next twelve months of operations; the Company’s growth strategies the expected energy production from the solar power and BESS projects mentioned in this MD&A; the reduction of carbon emissions; the receipt of incentives for the projects; the details of the transaction with Qcells; the details of the CIM Transaction; the timelines and milestones associated with the Company’s development pipeline; the details of the Company’s planned expansion into the data center industry; 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 represent only as of the date of this MD&A.‎

 

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 MD&A, the Company has made various material assumptions, including but not limited to: obtaining the necessary regulatory approvals; that regulatory requirements will be maintained; general business and economic conditions; the Company’s ability to successfully execute its plans and intentions; the ability to secure a contract with a data center partner; the availability of financing on reasonable terms; the Company’s ability to attract and retain skilled staff; market competition; the products and services offered by the Company’s competitors; that the Company’s current good relationships with its service providers and other third parties will be maintained; and 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 assure that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, investors should not place undue reliance on these 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 “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 and CIM may be unable to conclude definitive documentation for the CIM Transaction; 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 any public health threats; 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.

 

 

 

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

SOLARBANK CORPORATION

 

Condensed Interim Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

 

For the three and nine months ended March 31, 2025 and 2024

 

 

 

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

(Unaudited)

 

 

    Notes   31-Mar-25     30-Jun-24  
Assets                    
Current assets:                    
Cash       $ 23,929,445     $ 5,270,405  
Short-term investments   4     766,097       920,000  
Trade and other receivables   5     8,462,425       1,115,217  
Unbilled revenue   8     1,415,272       666,748  
Prepaid expenses and deposits   6     3,258,649       3,126,829  
Inventory   9     7,445,124       6,530,650  
          45,277,012       17,629,849  
Non-current assets:                    
Property, plant and equipment   7     34,766,745       3,454,923  
Right-of-use assets   13     7,578,765       1,085,128  
Development assets   10     32,935,515       8,909,371  
Derivative assets   19(a)     262,301       152,990  
Tax equity assets   17     351,315       401,373  
Goodwill   27     37,586,213       438,757  
Intangible assets   15     34,460,074       2,001,447  
Investments   18     100       5,152,023  
Other assets   6     754,568       -  
          148,695,596       21,596,012  
Total assets       $ 193,972,608     $ 39,225,861  
Liabilities and Shareholders’ equity                    
Current liabilities:                    
Trade and other payables   11   $ 20,761,894     $ 4,690,261  
Unearned revenue   12     2,471,669       4,600,491  
Warrant liabilities         4,574,321       -  
Current portion of long-term debt   16     5,248,436       448,229  
Loan payables   14     4,738,794       1,309,884  
Tax payables         1,550,984       2,112,606  
Current portion of lease liabilities   13     645,487       148,787  
Current portion of tax equities   17     79,353       78,592  
          40,070,938       13,388,850  
Non-current liabilities:                    
Long-term debt   16     58,560,574       4,379,169  
Other long-term liabilities   18(3)     5,922,000       366,369  
Due to related parties   22     869,555       -  
Deferred tax liabilities         14,385,871       1,073,835  
Lease liabilities   13     7,157,077       992,687  
Tax equities   17     256,687       300,650  
          87,151,764       7,112,710  
Total liabilities       $ 127,222,702     $ 20,501,560  
Shareholders’ equity:                    
Share capital   20     52,494,640       9,025,698  
Contributed surplus         1,444,366       4,059,175  
Accumulated other comprehensive income         608,345       99,681  
Retained earnings         (2,761,888 )     3,178,814  
Equity attributable to common shareholders         51,785,463       16,363,368  
Non-controlling interests   21     14,964,443       2,360,933  
Total equity         66,749,906       18,724,301  
Total liabilities and shareholders’ equity       $ 193,972,608     $ 39,225,861  

 

2

 

SOLARBANK CORPORATION

 

Approved and authorized for issuance on behalf of the Board of Directors on May 14, 2025 by:

 

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

 

See accompanying notes to these condensed interim consolidated financial statements.

 

3

 

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

(Expressed in Canadian dollars)

(Unaudited)

 

 

    Notes   Three months ended
March 31
    Nine months ended
March 31
 
        2025     2024     2025     2024  
                             
Revenue from Development fees       $ -     $ 27,207     $ 2,171,457     $ 2,106,625  
Revenue from EPC services         7,845,212       23,435,444       20,320,243       47,477,484  
Revenue from IPP production         1,153,231       121,761       6,575,712       259,279  
Revenue from O&M and other services         5,000       490,535       37,616       556,625  
          9,003,443       24,074,947       29,105,028       50,400,013  
Cost of goods sold         (9,063,478 )     (18,686,509 )     (23,305,208 )     (40,130,961 )
Gross profit         (60,035 )     5,388,438       5,799,820       10,269,052  
Operating expense                                    
Advertising and promotion         (520,218 )     (1,879,006 )     (1,107,229 )     (3,357,708 )
Consulting fees         (928,187 )     (320,117 )     (2,776,516 )     (1,076,791 )
Depreciation   7, 13     (27,698 )     (47,370 )     (69,764 )     (118,668 )
Insurance         (301,585 )     (89,752 )     (706,651 )     (217,010 )
Listing fees         (115,597 )     (183,711 )     (128,341 )     (183,711 )
Office, rent and utilities         (350,215 )     (127,156 )     (809,479 )     (337,544 )
Professional fees         (3,383,675 )     (244,341 )     (5,067,111 )     (871,698 )
Repairs and maintenance         (20,043 )     (65,014 )     (98,674 )     (111,861 )
Salary and wages         (362,302 )     (389,902 )     (1,270,684 )     (867,318 )
Share-based compensation   20     (15,099 )     (108,408 )     (171,031 )     (758,507 )
Travel and events         (67,699 )     (53,019 )     (409,387 )     (224,253 )
Total operating expenses       $ (6,092,318 )   $ (3,507,796 )   $ (12,614,867 )   $ (8,125,069 )
                                     
Other income                                    
Interest income         99,626       103,449       428,238       262,185  
Interest expenses         (906,430 )     (128,103 )     (2,514,400 )     (278,396 )
Fair value change gain (loss)   16(2)     (431,124 )     -       213,564       -  
Other income         315,003       3,534,692       395,991       5,270,382  
Impairment loss         -       (1,124,791 )     -       (1,124,791 )
Net (loss) income before taxes       $ (7,075,278 )   $ 4,265,889     $ (8,291,654 )   $ 6,273,363  
Current tax (expense) recovery   25     (635,387 )     (766,648 )     (1,546,364 )     (750,661 )
Deferred tax recovery         538,937       -       808,849       -  
Net (loss) income       $ (7,171,728 )   $ 3,499,241     $ (9,029,169 )   $ 5,522,702  
Other comprehensive (loss) income         (171,131 )     176,538       508,664       74,750  
Net (loss) income and comprehensive (loss) income       $ (7,342,859 )   $ 3,675,779     $ (8,520,505 )   $ 5,597,452  
Net (loss) income attributable to:                                    
Shareholders of the company         (5,979,516 )     3,513,689       (6,049,132 )     5,588,180  
Non-controlling interest   21     (1,192,212 )     (14,448 )     (2,980,037 )     (65,478 )
Net (loss) income       $ (7,171,728 )   $ 3,499,241     $ (9,029,169 )   $ 5,522,702  
Total (loss) income and comprehensive (loss) income attributable to:                                    
Common shareholders         (6,150,647 )     3,690,227       (5,540,468 )     5,662,930  
Non-controlling interests   21     (1,192,212 )     (14,448 )     (2,980,037 )     (65,478 )
Total (loss) income and comprehensive (loss) income       $ (7,342,859 )   $ 3,675,779     $ (8,520,505 )   $ 5,597,452  
Net (loss) income per share                                    
Basic   26     (0.23 )     0.13       (0.29 )     0.20  
Diluted   26     (0.23 )     0.09       (0.29 )     0.15  
Weighted average number of common shares outstanding                                    
Basic   26     31,417,787       27,136,075       31,179,046       26,993,260  
Diluted   26     31,417,787       37,372,195       31,179,046       37,247,965  

 

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

 

4

 

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

(Unaudited)

 

 

    Note  

Number

of shares

   

Share

Capital

    Contributed
Surplus
    Retained
Earnings
   

Accumulated

OCI

   

Total

Shareholders’ Equity

   

Non-

Controlling Interests

   

Total

Equity

 
Balance at June 30, 2024         27,191,075     $ 9,025,698     $ 4,059,175     $ 3,178,814     $ 99,681     $ 16,363,368     $ 2,360,933     $ 18,724,301  
Net loss         -       -       -       (6,049,132 )     -       (6,049,132 )     (2,980,037 )     (9,029,169 )
Other comprehensive income         -       -       -       -       508,664       508,664       -       508,664  
Total comprehensive income (loss)         -       -       -       (6,049,132 )     508,664       (5,540,468 )     (2,980,037 )     (8,520,505 )
Common shares issued, net of costs         1,306,860       3,323,984       -       -       -       3,323,984       -       3,323,984  
Warrant exercised         175,000       131,250       -       -       -       131,250       -       131,250  
RSU granted   20(e)     -       -       849,491       -       -       849,491       -       849,491  
RSU exercised         113,026       759,799       (759,799 )     -       -       -       -       -  
Share-based compensation   20(d)     41,707       287,682       152,769       -       -       440,451       -       440,451  
Stock option exercised         110,448       2,919,145       (2,857,270 )     -       -       61,875       -       61,875  
Warrant granted         119,718       791,070                               791,070               791,070  
Shelf prospectus shares issued         2,394,367       6,615,200       -       -       -       6,615,200       -       6,615,200  
Acquisition of Solar Flow-Through Funds   18     3,575,632       28,640,812       -       -       -       28,640,812       15,814,455       44,455,267  
Acquisition of subsidiaries         -       -       -       108,430       ,       108,430       (230,908 )     (122,478 )
Balance at March 31, 2025         35,027,833     $ 52,494,640     $ 1,444,366     $ (2,761,888 )   $ 608,345     $ 51,785,463     $ 14,964,443     $ 66,749,906  
                                                                     
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  
Net income         -       -       -       5,588,180       -       5,588,180       (65,478 )     5,522,702  
Other comprehensive loss         -       -       -       -       74,750       74,750       8,172       82,922  
Total comprehensive loss         -       -       -       5,588,180       74,750       5,662,930       (57,306 )     5,605,624  
Common shares issued, net of costs         2,200       21,659       -       -       -       21,659       -       21,659  
Warrant exercised         55,000       41,250       -       -       -       41,250       -       41,250  
RSU granted         -       -       62,514       -       -       62,514       -       62,514  
Share-based compensation         -       -       695,993       -       -       695,993       -       695,993  
OFIT GM and OFIT RT acquisition         278,875       2,066,464       -               -       2,066,464       2,508,989       4,575,453  
Solar Alliance DevCo NCI acquisition         -       -       -       7,090       -       7,090       (298,316 )     (291,226 )
Balance at March 31, 2024         27,136,075     $ 8,984,448     $ 3,760,431     $ 12,247,821     $ (42,009 )   $ 24,950,691     $ 2,391,772     $ 27,342,463  

 

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

 

5

 

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

 

 

    Note   Nine months ended March 31  
        2025     2024  
Operating activities:                    
Net Income (loss)       $ (9,029,169 )   $ 5,522,702  
Adjustments for:                    
Depreciation and amortization         4,570,502       118,668  
Fair value gain (loss)         (213,564 )     1,124,791  
ITC Distribution         (32,690 )     (95,617 )
Interest accretion   13, 17     579,722       150,257  
Income tax expense         1,546,364       -  
Deferred income tax recovery         (808,849 )     -  
Gain from acquisition of NCI         -       (195,893 )
AR recovery through shares settlement         -       (3,089,299 )
Gain (loss) on fixed asset disposal         7,898       -  
Share-based compensation   20     1,002,260       758,507  
          (2,377,526 )     4,294,116  
Changes in:                    
Trade and other receivables         (3,968,663 )     6,811,150  
Contract fulfilment costs         (9,198 )     3,011  
Unbilled revenue         (699,480 )     -  
Inventories         (498,942 )     (2,323,738 )
Prepaid expenses and deposits         514,820       1,154,729  
Trade and other payables         6,744,656       1,427,018  
Other payable         (384,337 )     -  
Advance from customer         (2,176,757 )     499,839  
Issuance of warrants         791,070       -  
Income taxes payable         131,725       (946,789 )
Interest expense         2,151,959       -  
Cash generated from operating activities         219,327       10,919,336  
Income tax paid         (2,307,328 )     -  
Net cash generated from operating activities         (2,088,001 )     10,919,336  
Investing activities:                    
Acquisition of property, plant and equipment         2,846,719       (42,908 )
Purchase of GIC         (1,376,197 )     -  
Redemption of GIC         2,170,000       3,830,000  
Cash from SFF acquisition   18     9,886,769       11,155  
Acquisition of NCI         -       (95,333 )
Addition in development asset   10     (12,959,628 )     (6,316,741 )
Investment in partnership units         -       (2,465,000 )
Acquisition of subsidiaries         (125,000 )     -  
Increase in due to related parties         (776,369 )     -  
Cash generated from (used in) investing activities       $ (333,706 )   $ (5,078,827 )
Financing activities:                    
Proceeds from issuance of common shares, net transaction costs         3,323,984       21,659  
Net proceeds from stock option exercised         61,875       -  
Proceeds from issuance of shelf prospectus shares         6,615,200       41,250  
Proceeds from broker warrants exercised         131,250       -  
Proceeds from issuance of warrants         4,574,321       -  
Repayment of lease obligation         (715,169 )     (102,029 )
Cash received from short-term loans         3,000,000       -  
Cash received from long-term loans         10,402,322       -  
Repayment from long-term debts – principal         (3,315,817 )     (271,001 )
Repayment of deferred financing costs         (747,222 )     -  
Repayment from long-term debts – interest         (2,112,462 )     -  
Cash generated from (used in) financing activities         21,218,282     $ (310,121 )
Increase in cash         18,796,575       5,341,685  
Effect of changes in exchange rates on cash         (137,535 )     (188,703 )
Cash, beginning         5,270,405       749,427  
Cash, ending       $ 23,929,445     $ 6,091,112  
6

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

1. Nature of operation:

 

SolarBank Corporation (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 Canada and the United States with a geographic focus in the province of Ontario, Canada and New York state, USA. 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. On February 14, 2024, the Company migrated its listing to the Cboe Canada Exchange Inc. under the existing trading symbol “SUNN”. On April 8, 2024, the Company’s common shares commenced trading on the Nasdaq Global market under the symbol “SUUN”.

 

2. Basis of presentation

 

(a) Statement of compliance:

 

These accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) and do not include all of the information required for full annual financial statements by IFRS® Accounting Standards as issued by the IASB.

 

These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2024 which includes information necessary or useful to understanding the Company’s business and financial statement presentation. In particular, the Company’s material accounting policies are presented as Note 3 in the Company’s audited consolidated financial statements for the year ended June 30, 2024 and have been consistently applied in the preparation of these interim financial statements.

 

The board of directors approved these unaudited condensed interim consolidated financial statements for issue on May 14, 2025.

 

(b) Basis of measurement:

 

These unaudited condensed interim 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 19.

 

(c) Basis of consolidation:

 

(i) Subsidiaries

 

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

 

7

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

2. Basis of presentation (continued)

 

c. Basis of consolidation:

 

(i) 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 or loss 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.

 

Balances, transactions, income and expenses between the Company and its subsidiaries are eliminated on consolidation.

 

Details of the Company’s significant subsidiaries are as follows:

 

    Country of   Ownership interest  
Name   Incorporation   31-Mar-2025     30-Jun-2024  
Abundant Solar Power Inc.   USA     100 %     100 %
Abundant Construction Inc.   Canada     100 %     100 %
2467264 Ontario Inc.   Canada     49.90 %     49.90 %
OFIT GM Inc.   Canada     49.90 %     49.90 %
OFIT RT Inc.   Canada     49.90 %     49.90 %
Solar Alliance Energy DevCo LLC   USA     100 %     100 %
Solar Alliance TE HoldCo 1, LLC   USA     100 %     100 %
Abundant Solar Power (VC1) LLC   USA     100 %     100 %
Abundant Solar Power (US1) LLC   USA     100 %     100 %
Abundant Solar Power (New York) LLC   USA     100 %     100 %
Abundant Solar Power (Maryland) LLC   USA     100 %     100 %
Abundant Solar Power (RP) LLC   USA     100 %     100 %
SUNN 1012 LLC   USA     100 %     100 %
Abundant Solar Power (CNY) LLC   USA     100 %     100 %
SUNN 1016 LLC   USA     100 %     100 %
Abundant Solar Power (TZ1) LLC   USA     100 %     100 %
Abundant Solar Power (M1) LLC   USA     100 %     100 %
Abundant Solar Power (J1) LLC   USA     100 %     100 %
Abundant Solar Power (Steuben) LLC   USA     100 %     100 %
Abundant Solar Power (USNY- MARKHAM HOLLOW RD-001) LLC   USA     100 %     100 %
SUNN 1015 LLC   USA     100 %     100 %
SUNN 1003 LLC   USA     100 %     100 %
SUNN 1017 LLC   USA     100 %     100 %
SUNN 1018 LLC   USA     100 %     100 %
SUNN 1006 LLC   USA     100 %     100 %
SUNN 1007 LLC   USA     100 %     100 %
SUNN 1008 LLC   USA     100 %     100 %
SUNN 1010 LLC   USA     100 %     100 %
SUNN 1019 LLC   USA     100 %     100 %
SUNN 1001 LLC   USA     100 %     100 %
Abundant Solar Power (LCP) LLC   USA     100 %     100 %
SUNN 1020 LLC   USA     100 %     100 %

 

8

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

2. Basis of presentation (continued)

 

    Country of   Ownership interest  
Name   Incorporation   31-Mar-25     30-Jun-24  
SUNN 1005 LLC   USA     100 %     100 %
SUNN 1013 LLC   USA     100 %     100 %
SUNN 1014 LLC   USA     100 %     100 %
SUNN 1021 LLC   USA     100 %     100 %
SUNN 1022 LLC   USA     100 %     100 %
SUNN 1023 LLC   USA     100 %     100 %
SUNN 1004 LLC   USA     100 %     100 %
Solar Flow-Through Funds Ltd.   Canada     100 %     -  
Solar High Yield Project #1 Ltd.   Canada     100 %     -  
2344215 Ontario Inc.   Canada     100 %     -  
SHY1 2012 FIT2 Ltd.   Canada     100 %     -  
2343461 Ontario Inc.   Canada     100 %     -  
Icarus Whitesand Solar Limited Partnership   Canada     85.00 %     -  
2387276 Ontario Inc.   Canada     49.90 %     -  
2387280 Ontario Inc.   Canada     49.90 %     -  
2387281 Ontario Inc.   Canada     49.90 %     -  
2387282 Ontario Inc.   Canada     49.90 %     -  
2391395 Ontario Inc.   Canada     49.90 %     -  
SPN LP 7   Canada     49.90 %     -  
1000234763 Ontario Inc.   Canada     50.00 %     -  
1000234813 Ontario Inc.   Canada     50.00 %     -  
Solar Flow-Through Project #1 (2013) Ltd.   Canada     100 %     -  
2405402 Ontario Inc.   Canada     49.90 %     -  
2405514 Ontario Inc.   Canada     49.90 %     -  
2467260 Ontario Inc.   Canada     49.90 %     -  
Solar Flow-Through (2014) Ltd.   Canada     100 %     -  
Solar Flow-Through Projects (2014 Subco F2) Ltd.   Canada     100 %     -  
Solar Flow-Through (2015) Ltd.   Canada     100 %     -  
2405372 Ontario Inc.   Canada     49.90 %     -  
2469780 Ontario Inc.   Canada     49.90 %     -  
2405799 Ontario Inc.   Canada     49.90 %     -  
SFF Solar (2015) Ltd.   Canada     100 %     -  
Solar Flow-Through (2016) Ltd.   Canada     100 %     -  
2503072 Ontario Inc.   Canada     49.90 %     -  
2503225 Ontario Inc.   Canada     49.90 %     -  
2503903 Ontario Inc.   Canada     49.90 %     -  
Northern Development Solar 2016 Inc.   Canada     49.90 %     -  
Sunshine Solar Ontario 2016 Inc.   Canada     49.90 %     -  
Solar Flow-Through (2017-I) Ltd.   Canada     100 %     -  
Solar Flow-Through (2017-A) Ltd.   Canada     100 %     -  
Solar Flow-Through (2018-I) Ltd.   Canada     100 %     -  
Solar Flow-Through (2018-A) Ltd.   Canada     100 %     -  
15155355 Canada Inc.   Canada     100 %     -  
Sustainable Energies Corporation   USA     100 %     -  
Sustainable Energies OR LLC   USA     100 %     -  
Sustainable Energies VA LLC   USA     100 %     -  
Abundant Construction Alberta Corp.   Canada     100 %     -  
Icarus Whitesand GP Inc.   Canada     100 %     -  

 

9

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

2. Basis of presentation (continued)

 

(ii) Functional and presentation currency:

 

The Company’s unaudited condensed interim 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.

 

3. Material accounting policies and use of judgements and estimates

 

In preparing these unaudited condensed interim consolidated financial statements, management has made judgements and estimates about the future that affect the application of accounting policies and the reported amounts of assets and liabilities, revenues and expenses. Actual results may differ from these estimates.

 

The significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Note 3 of the audited consolidated financial statements for the year ended June 30, 2024.

 

New accounting policies adopted subsequent to the audited consolidated financial statements for the year ended June 30, 2024 is as follows:

 

(a) Segment reporting

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and for which discrete financial information is available. The Company’s Chief Executive Officer regularly reviews the operating results of each operating segment to make decisions about resources to be allocated to the segment and assess its performance. In determining operating segments, the Company considers the nature of product and services as well as the profitability as disclosed in Note 24.

 

10

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

4. Short-term investments

 

As at March 31, 2025, the Company has seven GICs in short-term investment totalling $766,097.

 

The Company has a one-year term GIC of $50,000 with interest rates of 4.7% (June 30, 2024 - $920,000 with one year terms and interest rates of 4.25%-4.95%).

 

The Company obtained another three GICs, through acquisition of Solar Flow-Through Funds Ltd. (“SFF”), totalling $639,900. These GICs have one year terms with interest rates of 3.20%.

 

The company acquired three GICs totalling $76,197 during the nine months ended March 31, 2025. These GICs have one year terms with an interest rate of 3.90%.

 

5. Trade and other receivables

 

    March 31, 2025     June 30, 2024  
             
Accounts receivable   $ 6,571,366     $ 966,150  
Other receivables     131,701       323,293  
GST/HST receivable     1,899,598       -  
Credit loss allowance (1)     (140,240 )     (174,226 )
    $ 8,462,425     $ 1,115,217  

 

(1) The Company’s changes in credit loss allowance for the nine months ended March 31, 2025 and year ended June 30, 2024 are as follows:

 

    March 31, 2025     June 30, 2024  
             
Credit loss allowance, beginning of the period   $ (174,226 )   $ (6,486,838 )
Recognition of credit loss     -       (174,226 )
Recovery of credit loss     33,986       4,839,438  
Written-off of credit loss     -       1,647,400  
Credit loss allowance, end of the period   $ (140,240 )   $ (174,226 )

 

6. Prepaid expenses and deposits

 

    March 31, 2025     June 30, 2024  
             
Construction in progress deposits (1)   $ -     $ 2,543,120  
EPC inventory deposits     812,731       -  
Security deposits     42,126       12,352  
Prepaid rent (2)     104,223       -  
Prepaid insurance     488,100       128,285  
Prepaid marketing expenses     1,337,265       341,825  
Other prepaids and deposits     316,866       96,956  
Interconnection deposits     157,338       4,291  
    $ 3,258,649     $ 3,126,829  

 

(1) Deposits related to prepayments made on the purchase of raw materials required for construction of EPC projects located in New York, USA.
  (2) As at March 31, 2025, the non-current portion of prepaid rent of $754,568 (June 30, 2024 - $nil) is presented as other assets.

 

11

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

7. Property, plant and equipment

 

    Computer equipment    

Furniture and

equipment

    Vehicle    

IPP

facilities (1)

    Total  
Cost:                                        
Balance, June 30, 2024   $ 19,256       57,553       35,608       3,578,267     $ 3,690,684  
Additions from acquisition     -       -       -       33,563,632       33,563,632  
Dispositions     (19,256 )     (50,253 )     -       -       (69,509 )
Foreign currency impact     -       -       -       24,530       24,530  
Balance, March 31, 2025   $ -       7,300       35,608       37,166,429     $ 37,209,337  
                                         
Accumulated amortization:                                        
Balance, June 30, 2024   $ 16,192       44,830       4,216       170,523     $ 235,761  
Dispositions     (16,192 )     (44,667 )     -       -       (60,859 )
Depreciation(3)     -       1,511       4,407       2,254,350       2,260,268  
Foreign currency impact     -       -       -       7,422       7,422  
Balance, March 31, 2025   $ -       1,674       8,623       2,432,295     $ 2,442,592  

Net Book Value, March 31, 2025

  $ -       5,626       26,985       34,734,134     $ 34,766,745  

 

    Computer equipment    

Furniture and

equipment

    Vehicle    

IPP

facilities (1)

    Total  

Cost:

                                       
Balance, June 30, 2023   $ 19,256       50,253       -       937,194     $ 1,006,703  
Additions     -       7,300       35,608       3,100,000       3,142,908  
Reclass to tax equity asset     -       -       -       (474,547 )     (474,547 )
Foreign currency impact     -       -       -       15,620       15,620  
Balance, June 30, 2024   $ 19,256       57,553       35,608       3,578,267     $ 3,690,684  
                                         
Accumulated amortization:                                        
Balance, June 30, 2023   $ 13,876       42,694       -       -     $ 56,570  
Depreciation(3)     2,316       2,136       4,216       170,140       178,808  
Foreign currency impact     -       -       -       383       383  
Balance, June 30, 2024   $ 16,192       44,830       4,216       170,523     $ 235,761  

Net Book Value, June 30, 2024

  $ 3,064       12,723       31,392       3,407,744     $ 3,454,923  

 

(1) Addition of IPP facilities for the nine months ended March 31, 2025 relate to business acquisitions of Solar Flow-Through Funds Ltd. (Note 18). The IPP facilities held by OFIT GM and OFIT RT totaling $3,100,000 are part of collateral for long-term loan guarantee (Note 16 (2)).
(2) Addition of royalty contract asset for the nine months ended March 31, 2025 relate to business acquisitions of Solar Flow-Through Funds Ltd.
(3) Total depreciation expense of $740,780 and $2,254,350 for IPP facilities are recorded in cost of goods sold for the three and nine months ended March 31, 2025 (2024- $9,547 and $40,299). The remaining $935 and $5,918 depreciation expense for the three and nine months ended March 31, 2025 is recorded as operating expenses (2024- $2,933 and $5,924).

 

12

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

8. Unbilled revenue

 

For the nine months ended March 31, 2025 and fiscal year ended June 30, 2024, the Company’s unbilled revenue mostly consists of invoices not yet issued for EPC projects where revenue is recognized through percentage of completion.

 

    March 31, 2025     June 30, 2024  
Beginning of the period   $ 666,748     $ 7,405,866  
Amounts invoiced included in the beginning balance     (666,748 )     (7,405,866 )
Net increase in unbilled revenue recognized during the year     1,415,272       666,722  
Foreign currency impact     -       26  
End of the period   $ 1,415,272     $ 666,748  

 

9. Inventory

 

As of March 31, 2025 and June 30, 2024, the Company’s inventory is comprised of development costs for the solar projects.

 

    March 31, 2025     June 30, 2024  
Beginning of the period   $ 6,530,650     $ 448,721  
Additions: development costs     5,631,388       6,903,079  
Minus: recognized as cost of goods sold upon revenue recognition     (4,949,392 )     (338,118 )
Minus: costs expensed due to project cancellation (1)     (123,864 )     (496,147 )
Foreign currency impact     356,342       13,115  
End of the period   $ 7,445,124     $ 6,530,650  

 

(1) Inventory provision for the nine months ended March 31, 2025 and year ending June 30, 2024:

 

    March 31, 2025     June 30, 2024  
Balance, opening   $ (548,815 )   $ (47,664 )
Additions: costs expensed due to project cancellation     (138,342 )     (496,147 )
Foreign currency impact     (21,793 )     (5,004 )
Balance, closing   $ (708,950 )   $ (548,815 )

 

13

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

10. Development assets

 

Development projects are depreciated over the useful lives of the assets once they become operational. The balance in development assets include costs incurred on self-owned projects. Detail of costs as at March 31, 2025 and June 30, 2024 are as follows:

 

    IPP facilities    

Battery energy

storage systems (1)

   

EV charge point

systems (2)

    Total  
                         
Balance, June 30, 2024   $ 8,909,371       -       -     $ 8,909,371  
Additions     417,430       22,602,603       541,666       23,561,699  
Foreign currency impact     464,445       -       -       464,445  
Balance, March 31, 2025   $ 9,791,246       22,602,603       541,666     $ 32,935,515  
                                 
Balance, June 30, 2023   $ 1,106,503       -       -     $ 1,106,503  
Additions     7,688,162       -       -       7,688,162  
Foreign currency impact     114,706       -       -       114,706  
Balance, June 30, 2024   $ 8,909,371       -       -     $ 8,909,371  

 

(1) Addition of Battery energy storage systems for the nine months ended March 31, 2025 relate to business acquisition of Solar Flow-Through Funds Ltd. (Note 18).
(2) Addition of EV charge point systems for the nine months ended March 31, 2025 relate to business acquisition of Solar Flow-Through Funds Ltd. (Note 18).

 

11. Trade and other payables

 

    March 31, 2025     June 30, 2024  
Accounts payable and accrued liabilities   $ 15,027,765     $ 2,996,308  
Due to related party (Note 22)     226,511       124,125  
GST/HST payable     4,084,439       -  
Other payable (1)     1,423,179       1,569,828  
    $ 20,761,894     $ 4,690,261  

 

(1) Balance includes $1,081,897 NYSERDA (New York State Energy Research and Development Authority) grants (June 30, 2024 - $1,097,452) to be paid to various customers for related projects sold in prior years.

 

14

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

12. Unearned revenue

 

As of March 31, 2025 and June 30, 2024, the Company’s unearned revenue consists of payments received for EPC projects not started yet.

 

    March 31, 2025     June 30, 2024  
Beginning of the period   $ 4,600,491     $ 1,150,612  
Additional unearned revenue recognized during the period     9,514,647       (16,281 )
Net (decrease)/increase in revenue recognized during the period     (11,745,632 )     3,445,757  
Foreign currency impact     102,163       20,403  
End of the period   $ 2,471,669     $ 4,600,491  

 

13. Right-of-use assets and lease liabilities

 

The Company commenced leasing its current 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 an annual basis. The right of use (“ROU”) and lease obligation were measured at the present value of the lease payment and discounted using an incremental borrowing rate of 10%. On December 1, 2023, the Company leased additional office space, which increased monthly rent to $8,510.

 

On November 1, 2023, the Company acquired shares of OFIT GM Inc. (“OFIT GM”) and OFIT RT Inc. (“OFIT RT”), collectively the “OFIT companies”. The OFIT companies leased five properties where IPP facilities are located. The leases commenced during the period from August 28, 2017 to October 6, 2017, each with a 20 year lease term. Two leases are paid on a monthly basis and three leases are paid on a quarterly basis. The monthly lease payments are $502 and $2,456 respectively and quarterly lease payments are in the range of $1,250 to $8,125. The right of use asset and lease liabilities were treated as new assets and liabilities starting from acquisition date of November 1, 2023 in accordance to IFRS 3. The ROU and lease liabilities were measured at the present value of the lease payments and discounted using an incremental borrowing rate of 5.74%. The leases are part collateral for long-term loan guarantee (Note 16(2)).

 

On July 8, 2024, the Company acquired all of the shares of Solar Flow-Through Funds Ltd. (“SFF”) (Note 18). SFF leases 70 properties where IPP facilities are located. The leases started during the period from May 1, 2015 to December 15, 2020 with terms ending in the periods from May 2033 to December 2045. The right of use asset and lease liabilities were treated as new assets and liabilities starting from acquisition date of July 8, 2024 in accordance to IFRS 3. The ROU and lease liabilities were measured at the present value of the lease payments and discounted using an incremental borrowing rate of 5.69%.

 

15

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

13. Right-of-use assets and lease liabilities (continued)

 

The continuity of the right-of-use as of March 31, 2025 and June 30, 2024 is as follows:

 

Right-of-use assets   Office     IPP Facilities     Total  
Cost:                        
Balance, June 30, 2024   $ 313,887       946,943       1,260,830  
Addition from acquisition     -       7,042,994       7,042,994  
Deduction     (17,394 )     -       (17,394 )
Balance, March 31, 2025   $ 296,493       7,989,937       8,286,430  
                         
Accumulated Depreciation:                        
Balance, June 30, 2024   $ 123,501       52,201       175,702  
Depreciation (1)     62,739       474,494       537,231  
Deduction     (5,270 )     -       (5,270 )
Balance, March 31, 2025   $ 180,970       526,695       707,663  
Net Book Value, March 31, 2025   $ 115,523       7,463,242       7,578,765  

 

Right-of-use assets   Office     IPP Facilities     Total  
Cost:                        
Balance, June 30, 2023   $ 197,719       -       197,719  
Addition     116,168       946,943       1,063,111  
Balance, June 30, 2024     313,887       946,943       1,260,830  
                         
Accumulated Depreciation:                        
Balance, June 30, 2023   $ 53,232       -       53,232  
Depreciation (1)     70,269       52,201       122,470  
Balance, June 30, 2024   $ 123,501       52,201       175,702  
Net Book Value, June 30, 2024   $ 190,386       894,742       1,085,128  

 

(1) IPP facilities depreciation expense is recorded in cost of goods sold for the three and nine months ended March 31, 2025 of $158,167 and $474,494 respectively (2024 - $12,921 and $24,142). The remaining $20,385 and $62,739 for the three and nine months ended March 31, 2025 relate to office lease depreciation expense, which is recorded under operating expenses (2024 - $21,968 and $48,302).

 

16

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

13. Right-of-use assets and lease liabilities (continued)

 

The continuity of the lease liabilities as of March 31, 2025 and June 30, 2024 is as follows:

 

Lease liabilities   Office     IPP Facilities     Total  
Balance, June 30, 2024   $ 229,676       911,798       1,141,474  
Additions from acquisition     -       6,950,114       6,950,114  
Deduction     (17,394 )     -       (17,394 )
Payments     (79,469 )     (618,743 )     (698,212 )
Interest accretion     12,665       414,186       426,851  
Balance, March 31, 2025   $ 145,477       7,657,355       7,802,832  
Current     99,902       545,585       645,487  
Long term     45,575       7,111,502       7,157,077  
Balance, March 31, 2025   $ 145,477       7,657,087       7,802,564  

 

Lease liabilities   Office     IPP Facilities     Total  
Balance, June 30, 2023   $ 173,311       -       173,311  
New obligations     116,168       946,943       1,063,111  
Payments:     (81,619 )     (73,098 )     (154,717 )
Interest accretion:     21,816       37,953       59,769  
Balance, June 30, 2024   $ 229,676       911,798       1,141,474  
Current     95,420       53,367       148,787  
Long term     134,256       858,431       992,687  
Balance, June 30, 2024   $ 229,676       911,798       1,141,474  

 

The maturity analysis of the Company’s contractual undiscounted lease payments as of March 31, 2025 is as follows:

 

2025   $ 987,454  
2026     924,159  
2027     877,439  
2028     877,439  
2028 onward     6,989,547  
Total   $ 10,656,038  

 

17

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

14. Loan payables

 

Geddes Construction Loan

 

On June 20, 2024, the Company entered into a Construction Loan Agreement for the construction of the Geddes project (the “Geddes Construction Loan”). The Geddes Construction Loan is for a principal amount of up to USD $2,600,000, depending on the actual cost of the project.

 

The Geddes Construction Loan advancement amount shall accrue interest, which is to be added to the outstanding principal balance starting from the date of receipt, at a variable rate per annum equal to the One Month CME Term SOFR (Secured Overnight Financing Rate) Reference Rate plus a margin of 4%. Upon receiving permission to operate the Geddes Project, the loan advancement shall convert into a 6-year long-term loan with a fixed interest rate to be determined upon the conversion.

 

As at March 31, 2025, the loan payable balance included the principal payable of $1,315,757 (USD $914,418), accrued interest payable of $67,893 (USD $47,184) and legal retainer of $53,996 (USD $40,000). As at June 30, 2024, the loan payable balance included principal payable of $1,251,565 (USD $914,418), accrued interest payable of $3,571 (USD $2,609) and $54,748 (USD $40,000) legal retainer.

 

The Geddes Construction Loan is secured against the assets associated with the Geddes Project and the Company has provided a guarantee of completion and payment. As at March 31, 2025, the Geddes project has a total value of $9,774,198 (June 30, 2024 - $8,909,371) which was recorded as Development Asset.

 

Line of Credit

 

On December 3, 2024, the Company’s subsidiary obtained a line of credit for USD$1,000,000. The principal balance shall bear interest at a per annum rate of 2.5% above the greater of (a) the applicable Variable Interest Rate), or (b) 0.0% (the “Index Floor”). The line of credit is guaranteed by the Company.

 

Solar High Yield Project #1 Ltd.

 

On November 13, 2024, the Company’s subsidiary (Solar High Yield Project #1 Ltd.) entered into a loan agreement for a principal amount of $3,000,000. The loan has a maturity date of November 26, 2025. Interest on the loan shall accrue at the rate of 11% per annum, compounded and payable quarterly.

 

15. Intangible assets

 

    FIT contracts     BESS contracts     Total  
Cost:                        
Balance, June 30, 2024   $ 2,110,000       -     $ 2,110,000  
Additions (1)     29,320,877       4,925,500       34,246,377  
Balance, March 31, 2025   $ 31,430,877       4,925,500       36,356,377  
                         
Accumulated amortization:                        
Balance, June 30, 2024   $ 108,553       -     $ 108,553  
Amortization     1,787,750       -       1,787,750  
Balance, March 31, 2025   $ 1,896,303       -     $ 1,896,303  
Net Book Value, March 31, 2025   $ 29,534,574       4,925,500     $ 34,460,074  

 

18

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

 

15. Intangible assets (continued)

 

    FIT contracts     Total  
Cost:                
Balance, June 30, 2023   $ -     $ -  
Additions     2,110,000       2,110,000  
Balance, June 30, 2024   $ 2,110,000     $ 2,110,000  
                 
Accumulated amortization:                
Balance, June 30, 2023   $ -     $ -  
Amortization     108,553       108,553  
Balance, June 30, 2024   $ 108,553       108,553  
Net Book Value, June 30, 2024   $ 2,001,447     $ 2,001,447  

 

(1) Addition of Feed-in Tariff (“FIT”) and battery energy storage system (“BESS”) contracts for the nine months ended March 31, 2025 is related to the business acquisitions of SFF (Note 18).

 

Intangible assets are recognized from acquisition of OFIT GM and OFIT RT (on November 1, 2023) and SFF (on July 8, 2024). Total amortization expenses of $585,929 and $1,787,750 are recorded in cost of goods sold for the three and nine months ended March 31, 2025 (2024- $Nil).

 

19

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

16. Long-term debt

 

    March 31, 2025     June 30, 2024  
Highly Affected Sectors Credit Availability Program (1)   $ 675,926     $ 759,259  
Long-term loans (2)     53,042,265       4,068,139  
Credit agreement (3)     10,090,819       -  
Total     63,809,010       4,827,398  
Less: current portion     (5,248,436 )     448,229  
Long-term portion   $ 58,560,574     $ 4,379,169  

 

(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 commenced in May 2022. During the three and nine months ended March 31, 2025, the interest recorded and paid was $6,846 and $21,639 (2024 - $8,005 and $25,081).
     
(2) The Company assumed these loans from the acquisition of OFIT GM and OFIT RT (2 loans totalling $4,068,139 on November 1, 2023) and SFF (51 loans totalling $52,685,837 on July 8, 2024) (Note 18).

 

OFIT GM and OFIT RT Loans

 

The OFIT GM and OFIT RT loans were originally obtained on December 19, 2017 for a total principal amount of $6,070,839 with a variable interest rate based on Three Month Banker’s Acceptance Rate plus 1.98% which OFIT GM and OFIT RT have entered into interest rate swap agreements on the same loan grant date to fix the annual interest rate at 4.75%. The loans will mature on December 19, 2029. The interests are payable quarterly and principal are payable semi-annually, both commenced on March 19, 2018.

 

During the three and nine months ended March 31, 2025, the interest recorded and paid was $43,637 and $140,972. During the period from the acquisition date of November 1, 2024 to June 30, 2024, the interest recorded and paid was $153,237.

 

Interest rate swaps are accounted for as derivatives assets (liabilities) and recorded at fair value on the consolidated statements of financial position with change in fair value recorded in profit or loss. For the three and nine months ended March 31, 2025, the Company recorded fair value change gain of $2,713 and loss of $121,071 in the statements of income and comprehensive income.

 

The loans are guaranteed by Panasonic Corporation North America and collateralized by the solar projects owned by OFIT GM and OFIT RT, including related contracts such as FIT contracts, site leases and similar contracts.

 

SFF Loans

 

The Company assumed 51 term loans from SFF acquisition, which are secured by the underlying solar power system assets. The loans have interest payable quarterly with variable interest rates ranging from 1.56% to 3.34% plus Canadian Overnight Repo Rate Average (“CORRA”) and with fixed interest rates ranging from 4.45% to 6.06%. The remaining term range of the loans are 3 to 16 years maturing between 2026 and 2040.

 

During the three and nine months ended March 31, 2025, the interest recorded and paid was $604,176 and $1,862,015.

 

Interest rate swaps are accounted for as derivatives assets or liabilities and recorded at fair value on the consolidated statements of financial position with change in fair value recorded in profit or loss. For the three and nine months ended March 31, 2025, the Company recorded fair value change loss of $433,837 and loss of $1,296,826 in the statements of income and comprehensive income.

 

20

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

16. Long-term debt (continued)

 

(3) As of March 31, 2025, the Company entered into a credit agreement with Royal Bank of Canada (“RBC”) as Lenders, Administrative Agent and Collateral Agent for the Lenders, and obtained an advancement of $10,090,819 for the construction of certain BESS projects in Ontario. RBC retained an upfront fee amount of $258,575. Company entered into interest rate swap agreement on the loan to fixed the annual interest rate at 5.085%. There were no gain/loss on derivative asset for this loan during the third quarter of fiscal 2025.

 

Estimated principal repayments are as follows:

 

2025   $ 5,248,436  
2026     6,169,408  
2027     7,442,790  
2028     10,671,727  
2028 onwards     34,276,649  
Total   $ 63,809,010  

 

17. Tax equities

 

On June 20, 2023 (the “acquisition date”) the Company acquired 67% membership interest in Solar Alliance DevCo, 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 Tax Equity Investors (“TEIs”) for their equity stakes are classified as liabilities 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 (in tax equity assets), 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 $460,607 at acquisition date, with a maturity date (representing the expected flip point as estimated) of 2028 and the percentage of ownership of 99%, reflecting the allocation of taxable income or loss prior to the flip date. The corresponding tax equity asset acquired on acquisition date was $474,547.

 

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 unlikely to occur.

 

The Company recognized nil and $7,827 related to ITC distribution as other income on the consolidated statements of income for the three and nine months ended March 31, 2025 (2024: $3,821 and $29,604). $7,715 and $24,229 interest accretion was recognized for the three and nine months ended March 31, 2025 (2024: $9,119 and $29,374).

 

21

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

18. Acquisitions

 

Solar Flow-Through Funds Ltd

 

On March 20, 2024, the Company entered into a definitive agreement with SFF to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of issuance of up to 5,859,561 common shares of SolarBank (“SolarBank Shares”) for an aggregate purchase price of up to $41.8 million. 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 consideration for the SFF Transaction consisted of an upfront payment of approximately 3,575,632 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 IESO and the major suppliers for the SFF 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 BESS portfolio shall be revalued 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.

 

The Company closed the acquisition of SFF on July 8, 2024.

 

On July 10, 2023, resolutions were passed at SFF’s special meetings of the limited partners, which included approval for SFF 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 SFF, cash or a combination thereof. After closing of SFF acquisition on July 8, 2024, the success bonus was approved and 41,707 SolarBank common shares (totalling $287,682) were issued to the SFF directors on October 7, 2024.

 

As at June 30, 2024, the Company held 15% equity interest in SFF valued at a total of $5,152,023. This investment did not provide the Company with significant influence over SFF, and as such, was classified as a financial asset at fair value through profit or loss.

 

For the period during July 8, 2024 – March 31, 2025, SFF contributed revenue of $4,975,621 and net loss of $1,808,171.

 

22

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

18. Acquisitions (continued)

 

The initial purchase price was provisionally allocated based on the Company’s estimated fair value of the identifiable assets acquired and the liabilities assumed on the acquisition date. The values assigned, including the related goodwill and deferred tax assets and liabilities, are therefore preliminary and subject to change. The Company expects to finalize its purchase price allocation by the fourth quarter of fiscal 2025. The allocation of the purchase consideration to the total fair value of net assets acquired is as follows:

 

Preliminary Fair value of net identified assets acquired        
Cash and cash equivalent   $ 9,886,679  
Trade and other receivables     3,906,143  
Short-term investment     639,990  
Prepaid expenses and deposits     683,597  
Right of use assets     7,042,994  
Property, plant and equipment     36,484,581  
Development assets     10,312,122  
Intangible assets (5)     34,246,377  
Other assets     813,910  
Derivative assets     1,527,208  
Accounts payable and accruals     (8,819,904 )
Long-term debt     (52,685,837 )
Lease obligations     (7,042,994 )
Deferred tax liabilities     (14,119,673 )
Due to related parties     (1,497,524 )
Subtotal identifiable net assets     21,377,669  
Goodwill arising on acquisition (2)     37,147,456  
Non-controlling interest     (15,814,455 )
Total Net Assets   $ 42,710,670  
         
Common shares issued (1)     28,640,812  
Fair value CVR (3)     5,922,000  
Payable due to the Company     1,364,374  
Fair value of SFF shares owned prior to the acquisition (4)     6,783,484  
Total fair value of consideration   $ 42,710,670  

 

(1) Consideration paid in the Company’s common shares was valued at $8.01 per share, which is the closing market value as at July 8, 2024.
(2) The goodwill is attributable to the synergies expected to be achieved from integrating the Company into SFF IPP operations.
(3) Additional shares for CVRs are to be issued to former SFF shareholders, now the Company’s shareholders, upon determination of final value. This balance is accrued under other long-term liabilities as at March 31, 2025.
(4) Gain of $1,631,461 from increase in fair value of SFF shares owned by the Company prior to acquisition is recognized under Fair value change gain for the nine months ended March 31, 2025.
(5) Intangible assets consists of FIT and BESS contracts. These are amortized on a straight-line basis over their estimated useful lives that are the remaining terms of the underlying contracts.

 

23

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

19. Financial instruments

 

The Company as part of its operations carries financial instruments consisting of cash, trade and other receivables, unbilled revenue, derivative assets, investment, trade and other payables, loan payables, long-term debt, lease obligations, and other long-term liabilities.

 

  (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.

 

The Company has variable interest rate loans with interest rate swap to effectively hedge the floating rate term loans into fixed rate arrangements by receiving floating rate and paying fixed rate payments (Note 16(2)). The fair value of the interest rate swap is based on discounting estimate of future floating rate and fixed rate cash flows for the remaining term of the interest rate swap. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Company and of the counterparty. The fair value of the interest rate swap are determined using Level 2 inputs.

 

The carrying amounts of cash, short-term investments, trade and other receivables, unbilled revenue, trade and other payables and loan payable approximate their fair values due to the short-term maturities of these items. The carrying amounts of long term debt, lease liabilities and other long-term liabilities 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. Receivables from projects are from reputable customers with past working relations with the Company. IPP revenues are due from local government utility with high creditworthiness. Cash and short-term investment have low credit risk as it is held by internationally recognized financial institutions.

 

(ii) Currency risk

 

The Company conducts business in Canada and United States and have subsidiaries operating in the same countries. The Company, and its subsidiaries, do not hold significant asset and liabilities denominated in foreign currencies. As a result, the Company has low currency risk.

 

24

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

19. Financial instruments (continued)

 

(iii) 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.

 

Nine months ended            
March 31, 2025   Revenue     % of Total Revenue  
Customer A   $ 12,589,608       43 %

 

Nine months ended            
March 31, 2024   Revenue     % of Total Revenue  
Customer B   $ 5,343,090       11 %
Customer E   $ 34,518,159       68 %
Customer F   $ 6,550,519       13 %

 

Three months ended            
March 31, 2025   Revenue     % of Total Revenue  
Customer A   $ 3,336,026       37 %
Customer I   $ 4,374,325       48 %

 

Three months ended            
March 31, 2024   Revenue     % of Total Revenue  
Customer E   $ 22,858,350       95 %

 

March 31, 2025   Account Receivable     % of Account Receivable  
Customer J   $ 3,281,612       33 %

 

June 30, 2024   Account Receivable     % of Account Receivable  
Customer F   $ 531,456       48 %

 

25

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 


 

19. Financial instruments (continued)

 

(iv) 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.

 

The following are the remaining contractual obligations as at March 31, 2025

 

    Total    

Less than

one year

   

1 to 3

years

   

3 to 5

years

   

More than

5 years

 
Long-Term Debt Obligations   $ 63,809,010     $ 5,248,436     $ 13,612,198     $ 21,387,886     $ 23,560,490  
Operating Lease Obligations     10,552,219       987,454       1,801,598       1,651,059       6,112,108  
Loan payable     4,738,794       4,738,794       -       -       -  
Due to related parties     869,555       -       869,555       -       -  
Purchase Obligations     640,606       640,606       -       -       -  
Accounts Payable and Accrued Liabilities     20,761,894       20,761,894       -       -       -  
Total   $ 101,372,078     $ 32,377,184     $ 16,283,351     $ 23,038,945     $ 29,672,598  

 

(v) 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’s long-term loan, obtained from acquisition of OFIT GM, OFIT RT and SFF, have a fixed rate which is achieved by entering into interest rate swap agreement.

 

The Company held the Geddes loan which is subject to interest rate risk due to variable rate charged (Note 14). A change of 100 basis points in interest rates would have increased or decreased the interest amount (added to the loan principal balance) by $14,227 (June 30, 2024 - $13,100).

 

20. Share Capital

 

  (a) Authorized

 

Unlimited number of common shares with no par value.

 

  (b) Issued and outstanding share capital

 

On March 31, 2025, the Company had 34,908,115 common shares issued and outstanding (2024- 27,136,075). A summary of changes in share capital and contributed surplus is contained on the consolidated statements of changes in shareholders’ equity. The Company entered into a second amended and restated equity distribution agreement during the fiscal year. 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 at-the-market program “(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.

 

26

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

20. Share Capital (continued)

 

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.

 

During the Nine months ended March 31, 2025, the Company issued the following shares:

 

i. On July 8, 2024, the Company closed the acquisition of SFF with payment of 3,575,632 SolarBank common shares (Note 18).
     
ii. On September 24, 2024, 55,000 broker warrants were exercised to purchase common shares at $0.75 per share.
     
iii. On October 7, 2024, 41,707 Common Shares issued to former SFF directors after closing of acquisition. Refer to note 18.
     
iv. On October 11, 2024, 120,000 employee stock options exercised resulting in issuance of 110,448 Common Shares after reductions for a cashless exercise component.
     
v. On December 19, 2024, 7,500 RSU’s were exercised to convert to 7,500 common shares.
     
vi. On January 16, 2025, 50,000 RSU’s were exercised to convert to 50,000 common shares.
     
vii. On February 3, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75 per share.
     
viii. On February 10, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75 per share.
     
ix. On February 18, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.
     
x. On February 19, 2025, 386,500 employee stock options exercised resulting in issuance of 346,767 Common Shares after reductions for a cashless exercise component.
     
xi. On February 19, 2025, 1,913 RSU’s were exercised to convert to 1,913 common shares.
     
xii. On March 1, 2025, 7,500 RSU’s were exercised to convert to 7,500 common shares.
     
xiii. On March 26, 2025, 50,000 RSU’s were exercised to convert to 50,000 common shares.
     
xiv. On March 24, 2025 the Company sold a total of 2,394,367 common shares in a registered direct offering at a price of $5.08 (US$3.55) for gross proceeds of $12,170,304.08 (US$8,500,002.85). The placement agent also received a total of 119,718 placement warrants at a price equal to 130% of the purchase price per share which is $6.61 per warrant (US$4.615).
     
xv. During January to March 2025, the Company sold a total of 1,220,567 Common Shares through at-the-market offerings at an average price of $2.47 (US$1.72) per share for gross proceed of $3,009,366.

 

During the nine months ended March 31, 2024, the Company issued the following shares:

 

i. On September 20, 2023, 55,000 broker warrants were exercised to purchase common shares at $0.75 per share.
     
ii. In September 2023, the Company sold a total of 2,200 Common Shares through at-the-market offerings at an average price of $10 per share for gross proceeds of $22,000.
     
iii. The Company has entered into share purchase agreements (the “SPAs”) dated October 23, 2023 to acquire control of OFIT GM and OFIT RT for consideration of 278,875 common shares of the Company that were issued on November 1, 2023. See Note 16 for more detail.

 

27

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

20. Share Capital (continued)

 

(c) Warrants

 

    Nine months ended March 31  
    2025     2024  
Beginning of the period     7,873,000       7,983,000  
Granted     2,514,085       -  
Exercised     (175,000 )     (55,000 )
End of the period     10,212,085       7,928,000  

 

Date granted   Expiry   Exercise price (CAD)     Balance outstanding and exercisable at March 31, 2025  
03-Oct-2022   10-Jun-2027   $ 0.10       2,500,000  
01-Mar-2023   01-Mar-2026   $ 0.75       198,000  
01-Mar-2023   01-Mar-2028   $ 0.50       5,000,000  
24-Mar-2025   24-Mar-2030   $ 6.37       2,394,367  
24-Mar-2025   24-Mar-2030   $ 6.61       119,718  
                  10,212,085  
Weighted average exercise price           $ 1.85  
Weighted average remaining contractual life             3.22 years  

 

  (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 options outstanding as at March 31, 2025 and 2024 are as follows:

 

    Nine months ended March 31  
    2025     2024  
Beginning of the period     2,759,000       2,759,000  
Granted     -       82,500  
Exercised     (506,500 )     (75,000 )
End of the period     2,252,500       2,766,500  

 

Date granted   Expiry   Exercise price (CAD)     Outstanding number of options at March 31, 2025     Exercisable number of options at March 31, 2025  
04-Nov-2022   04-Nov-2027   $ 0.75       2,252,500       2,252,500  

 

During the three and nine months ended March 31, 2025, compensation expense related to stock options was $15,681 and $171,031 (2024 - $108,408 and $717,001)

 

28

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

20. Share Capital (continued)

 

  (e) Restricted Stock Units

 

    Nine months ended March 31  
    2025     2024  
Beginning and end of the period     265,000       265,000  
Granted     201,913       -  
Exercised     (166,913 )     -  
End of the period     300,000       265,000  

 

Date granted   Vesting Date   Numbers outstanding and exercisable at March 31, 2025  
04-Nov-2022   02-Aug-23     250,000  
13-Jan-2025   15-Apr-25     50,000  
          300,000  

 

During the three and nine months ended March 31, 2025, compensation expense related to RSU was $1,889 and $6,785 (2024 - $6,253 and $20,942)

 

29

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

21. Non-Controlling Interest

 

Summarized financial information for the Company’s subsidiaries that have non-controlling interests is set out below. The amounts are before intercompany eliminations.

 

On February 19th, 2025, the Company purchased 25% of the shares of 2387280 Ontario Inc. previously owned by Blackstone Energy Solutions Inc.

 

As at March 31, 2025   Current assets     Non-current assets     Current liabilities     Non-current liabilities     Net assets (liabilities)     Carrying amount of NCI  
                                     
2467264 Ontario Inc.   $ 3,235     $ -     $ (928,788 )   $ -     $ (925,553 )   $ (44,717 )
OFIT GM     318,688       4,277,170       (541,847 )     (3,997,285 )     56,726       1,626,254  
OFIT RT     120,455       1,816,821       (95,677 )     (1,579,410 )     262,189       542,843  
2503072 Ontario Inc.     170,965       5,448,310       (404,340 )     (3,815,454 )     1,399,481       694,423  
2503225 Ontario Inc.     1,014,714       4,239,503       (718,187 )     (4,010,985 )     525,044       257,309  
2503903 Ontario Inc.     201,497       -       -       (1,064,180 )     (862,683 )     (434,709 )
Northern Development Solar 2016     93,772       1,359,710       (543,961 )     (1,263,270 )     (353,749 )     (179,187 )
Sunshine Solar Ontario 2016 Inc.     72,246       -       (157,107 )     (56,455 )     (141,315 )     (70,799 )
2469780 Ontario Inc.     81,574       1,313,826       -       (1,449,589 )     (54,189 )     (28,982 )
2405372 Ontario Inc.     26,693       55,779       (42,232 )     (21,965 )     18,275       9,136  
2405402 Ontario Inc.     93,283       2,113,873       (707,430 )     (665,262 )     834,464       396,192  
2405514 Ontario Inc     30,367       4,238,656       -       (2,468,085 )     1,800,938       898,653  
2405799 Ontario Inc.     283,882       1,384,411       (156,840 )     (1,949,268 )     (437,815 )     (221,438 )
2467260 Ontario Inc.     44,452       35,110       -       (88,839 )     (9,277 )     (4,648 )
Icarus Whitesand Solar Limited Partnership     335,011       3,535,861       (15,358 )     (2,549,294 )     1,306,219       211,539  
1000234763 Ontario Inc.     1,141,187       20,169,329       (3,699,941 )     (12,705,247 )     4,905,327       1,729,876  
1000234813 Ontario Inc.     760,456       7,894,337       (2,343,445 )     (5,415,293 )     896,055       449,037  
SPN LP7     1,407,291       9,900,687       (123,458 )     (5,880,493 )     5,304,027       2,642,242  
2387276 Ontario Inc.     1,224,097       9,491,398       (210,282 )     (7,122,672 )     3,382,541       1,686,684  
2387282 Ontario Inc.     1,588,621       16,828,010       (640,880 )     (11,248,720 )     6,527,032       3,262,226  
2387281 Ontario Inc.     501,595       3,806,750       (79,439 )     (2,868,105 )     1,360,801       676,669  
2387280 Ontario Inc.     585,679       2,796,048       (41,710 )     (2,441,902 )     898,116       425,056  
2391395 Ontario Inc.     311,756       2,064,911       -       (1,499,112 )     877,555       440,784  
    $ 10,411,515     $ 102,770,500     $ (11,450,921 )   $ (74,160,885 )   $ 27,570,209     $ 14,964,443  

 

30

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

21. Non-Controlling Interest (continued)

 

   

Three months ended

March 31, 2025

   

Nine months ended

March 31, 2025

 
    Net (loss) income and comprehensive (loss) income     Allocated to NCI     Net (loss) income and comprehensive (loss) income     Allocated to NCI  
                                 
2467264 Ontario Inc.   $ -     $ -     $ (106 )   $ -  
OFIT GM     (84,201 )     (42,185 )     (305,321 )     (152,966 )
OFIT RT     (45,973 )     (23,032 )     (193,211 )     (96,798 )
2503072 Ontario Inc. (1)     (214,580 )     (107,505 )     (507,329 )     (254,297 )
2503225 Ontario Inc. (1)     (266,871 )     (133,702 )     (672,370 )     (336,953 )
2503903 Ontario Inc. (1)     452       226       600       300  
Northern Development Solar 2016 (1)     (140,324 )     (70,302 )     (376,023 )     (188,430 )
Sunshine Solar Ontario 2016 Inc. (1)     110       55       (1,380 )     (691 )
2469780 Ontario Inc. (1)     (106,727 )     (53,470 )     (255,388 )     (128,259 )
2405372 Ontario Inc. (1)     -       -       261       131  
2405402 Ontario Inc. (1)     (162,685 )     (81,505 )     (426,893 )     (213,920 )
2405514 Ontario Inc. (1)     (230,520 )     (115,491 )     (567,477 )     (284,379 )
2405799 Ontario Inc. (1)     (103,686 )     (51,947 )     (250,186 )     (126,209 )
2467260 Ontario Inc. (1)     27       14       113       57  
Icarus Whitesand Solar Limited Partnership (1)     7,873       1,181       (177,933 )     (26,822 )
1000234763 Ontario Inc. (1)     -       -       -       -  
1000234813 Ontario Inc. (1)     8,594       4,297       (76,079 )     (38,039 )
2387279 Ontario Inc.     (13,264 )     (6,632 )     (76,890 )     (38,445 )
SPN LP7 (1)     (277,502 )     (139,029 )     (717,072 )     (359,766 )
2387276 Ontario Inc. (1)     (234,001 )     (117,235 )     (558,984 )     (282,208 )
2387282 Ontario Inc. (1)     (201,212 )     (100,807 )     (245,939 )     (133,315 )
2387281 Ontario Inc. (1)     (116,914 )     (58,574 )     (273,398 )     (137,901 )
2387280 Ontario Inc. (1)     (87,607 )     (65,749 )     (125,662 )     (95,328 )
2391395 Ontario Inc. (1)     (61,518 )     (30,821 )     (168,632 )     (85,800 )
    $ (2,330,530 )   $ (1,192,212 )   $ (5,975,299 )   $ (2,980,037 )

 

(1) Entity acquired through SFF acquisition. Net income (loss) considered above is for the acquired period of July 8 to March 31, 2025.

 

   

Three months ended

March 31, 2024

   

Nine months ended

March 31, 2024

 
    Net (loss) income and comprehensive (loss) income     Allocated to NCI     Net (loss) income and comprehensive (loss) income     Allocated to NCI  
                                 
2467264 Ontario Inc.   $ 168,401     $ -     $ 161,980     $ -  
OFIT GM     (14,139 )     (7,084 )     (106,346 )     (53,279 )
OFIT RT     (14,699 )     (7,364 )     (38,367 )     (19,222 )
Solar Alliance DevCo LLC     17,013       -       64,384       7,023  
    $ 156,576     $ (14,448 )   $ 81,651     $ (65,478 )

 

31

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

22. Related Party Balances and Transactions

 

As at March 31, 2025, included in trade and other payable was $342,179 (June 30, 2024- $124,125) due to directors and other members of key management personnel (Note 11).

 

As at March 31, 2025, the Company has due to related parties balance of $869,555 relating to amount owed to Berkley Renewables Inc., which has a director that is also a director for the Company. This payable balance is not due within one year from March 31, 2025.

 

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 three and nine months ended March 31, 2025 and 2024, were as follows:

 

    Three Months Ended March 31,  
    2025     2024  
Short-term employee benefits   $ 544,580     $ 409,599  
Share-based compensation   $ (44,708 )   $ 59,473  

 

    Nine Months Ended March 31,  
    2025     2024  
Short-term employee benefits   $ 1,758,737     $ 1,020,227  
Share-based compensation   $ 99,613     $ 345,957  

 

Short-term employee benefits include consulting fees and salaries made to key management.

 

Transactions with related parties, included in trade and other payable, were for services rendered to the Company in the normal course of operations and were measured based on the consideration established and agreed to by the related parties. Related party transactions are made without stated terms of repayment or interest. This payable balance is not due within one year from March 31, 2025.

 

32

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

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:

 

    March 31, 2025     June 30, 2024  
Long-term debt -non-current portion (Note 16)   $ 58,560,574     $ 4,379,169  
Shareholders’ Equity   $ 66,749,906     $ 18,724,301  

 

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, issuance of equity, or sale of assets. 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.

 

24. Segment Information

 

(a) Reportable segments

 

As a result of the acquisition of SFF earlier in the year, management has reassessed the determination of its operating and reportable segments. Effective December 31, 2024, the chief operating decision maker, the CEO, evaluates the Company’s financial performance and allocates capital resources based on the following operating and reportable segments: Development and EPC, IPP Production, and Corporate and other activities (previous reportable and operating segments were by geography). The comparative periods have been recast for the change in reportable segments.

 

Development and EPC consists of development and construction of solar photovoltaic power generation projects and BESS. IPP consists of the operation of solar photovoltaic power facilities. Corporate and other includes corporate activities and the operation and maintenance of power facilities, repairs and reinstallation of power facilities, and non-recurrent solar photovoltaic power generation project related work engaged by customers. None of these operating segments met the quantitative thresholds for reportable segments in fiscal year 2024 and 2025.

 

33

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

24. Segment Information (continued)

 

The revenues from external customers and expenses for the three and nine months ended March 31, 2025 and 2024 are as follows:

 

    Three months ended March 31, 2025  
    Development & EPC     IPP Production(1)     Corporate and other activities     Intersegment Elimination     Total  
Revenues                                        
Revenue from external customers   $ 7,845,212     $ 1,153,231     $ 5,000     $ -     $ 9,003,443  
Intersegment revenue     2,183,583       -       -       (2,183,583 )     -  
Total Revenue     10,028,795       1,153,231       5,000       (2,183,583 )     9,003,443  
Cost of sales     (9,317,174 )     (1,902,158 )     (27,729 )     2,183,583       (9,063,478 )
Gross profit     711,621       (748,927 )     (22,729 )     -       (60,035 )
Operating expenses     (1,908,744 )     (525,283 )     (3,658,291 )     -       (6,092,318 )
From operating activities     (1,197,123 )     (1,274,210 )     (3,681,020 )     -       (6,152,353 )
Interest income                                     99,626  
Interest expense                                     (906,430 )
Other income                                     315,003  
Fair value change loss                                     (431,124 )
Current tax expense                                     (635,387 )
Deferred income tax recovery                                     538,937  
Net loss                                   $ (7,171,728 )

 

    Three months ended March 31, 2024  
    Development & EPC     IPP Production(1)     Corporate and other activities     Intersegment Elimination     Total  
Revenues                                        
Revenue from external customers   $ 23,462,651     $ 121,761     $ 490,535     $             -     $ 24,074,947  
Intersegment revenue     -       -       -       -       -  
Total Revenue     23,462,651       121,761       490,535       -       24,074,947  
Cost of sales     (18,653,039 )     -       (33,470 )     -       (18,686,509 )
Gross profit     4,809,612       121,761       457,065       -       5,388,438  
Operating expenses     (3,244,387 )     (44,654 )     (218,755 )     -       (3,507,796 )
From operating activities     1,565,225       77,107       238,310       -       1,880,642  
Interest income                                     103,449  
Interest expense                                     (128,103 )
Other income                                     3,534,692  
Impairment loss                                     (1,124,791 )
Current tax expense                                     (766,648 )
Net income                                   $ 3,499,241  

 

34

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

24. Segment Information (continued)

 

    Nine months ended March 31, 2025  
    Development & EPC     IPP Production(1)     Corporate and other activities     Intersegment Elimination     Total  
Revenues                                        
Revenue from external customers   $ 22,491,700     $ 6,575,712     $ 37,616     $ -     $ 29,105,028  
Intersegment revenue     12,824,970       -       45,000       (12,869,970 )     -  
Total Revenue     35,316,670       6,575,712       82,616       (12,869,970 )     29,105,028  
Cost of sales     (29,885,122 )     (6,028,476 )     (261,580 )     12,869,970       (23,305,208 )
Gross profit     5,431,548       547,236       (178,964 )     -       5,799,820  
Operating expenses     (5,334,536 )     (2,005,280 )     (5,275,051 )     -       (12,614,867 )
From operating activities     97,012       (1,458,044 )     (5,454,015 )     -       (6,815,047 )
Interest income                                     428,238  
Interest expense                                     (2,514,400 )
Other income                                     395,991  
Fair value change gain                                     213,564  
Current tax expense                                     (1,546,364 )
Deferred income tax recovery                                     808,849  
Net loss                                   $ (9,029,169 )

 

    Nine months ended March 31, 2024  
    Development & EPC     IPP Production(1)     Corporate and other activities     Intersegment Elimination     Total  
Revenues                                        
Revenue from external customers   $ 49,584,109     $ 259,279     $ 556,625     $                  -     $ 50,400,013  
Intersegment revenue     -       -       -       -       -  
Total Revenue     49,584,109       259,279       556,625       -       50,400,013  
Cost of sales     (40,028,574 )     -       (102,387 )     -       (40,130,961 )
Gross profit     9,555,535       259,279       454,238       -       10,269,052  
Operating expenses     (5,876,369 )     (88,218 )     (2,160,482 )     -       (8,125,069 )
From operating activities     3,679,166       171,061       (1,706,244 )     -       2,143,983  
Interest income                                     262,185  
Interest expense                                     (278,396 )
Other income                                     5,270,382  
Impairment loss                                     (1,124,791 )
Current tax refund                                     (750,661 )
Net income                                   $ 5,522,702  

 

35

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

24. Segment Information (continued)

 

The segment assets, segment liabilities, and other material segment items as at March 31, 2025 and June 30, 2024 are as follows:

 

As at March 31, 2025   Development & EPC     IPP Production     Corporate and other activities     Total  
Total asset   $ 8,225,205     $ 154,310,118     $ 31,437,285     $ 193,972,608  
Total liabilities     2,471,669       97,646,772       27,104,261       127,222,702  
Property, plant and equipment     -       34,739,760       26,985       34,766,745  

 

As at June 30, 2024   Development & EPC     IPP Production     Corporate and other activities     Total  
Total asset   $ 9,909,412     $ 16,996,182     $ 13,139,266     $ 39,225,861  
Total liabilities     4,600,491       6,468,548       9,432,521       20,501,560  
Property, plant and equipment     -       3,407,744       47,179       3,454,923  

 

(1) Seasonality of operations

 

The Company’s IPP Production segment is subject to seasonal fluctuations as a result of weather conditions and sunlight. In particular, the amount of sunlight absorbed by the solar panels is adversely affected by winter weather conditions and snow coverings, which occur primarily from November to February. This segment typically has lower revenues and results for the second and third quarters of the year.

 

(b) Geographic Information

 

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 exclusive of financial instruments (i.e. investment in SFF and the derivative asset) by country for the three and nine months ended March 31, 2025 and 2024 are as follows:

 

    Revenue from external customers  
    Three months ended March 31,     Nine months ended March 31,  
    2025     2024     2025     2024  
Canada   $ 1,281,768     $ 1,206,031     $ 9,919,553     $ 9,285,960  
United States     7,721,675       22,868,916       19,185,475       41,114,053  
    $ 9,003,443     $ 24,074,947     $ 29,105,028     $ 50,400,013  

 

    Non-current assets  
    March 31, 2025     June 30, 2024  
Canada   $ 138,085,855     $ 6,528,325  
United States     10,609,741       9,762,674  
    $ 148,695,596     $ 16,290,999  

 

36

 

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended March 31, 2025 and 2024

(Expressed in Canadian Dollars)

(Unaudited)

 

 

25. Income Tax

 

The income tax charge is a result of profits and withholding tax in two jurisdictions which are taxable and cannot be offset by accumulated tax benefits in other jurisdictions. Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the three and nine months ended March 31, 2025 was 26.5% (June 30, 2024 - 26.5%).

 

26. Earnings per share

 

The calculation of earnings per share for the three and Nine months ended March 31, 2025 and 2024 are as follows:

 

    Three months ended March 31,  
    2025     2024  
             
Net income (loss)   $ (7,171,728 )   $ 3,675,779  
                 
Basic weighted average number of shares outstanding     31,417,787       27,136,075  
Dilution of securities     -       -  
Diluted weighted average number of shares outstanding     31,417,787       37,372,195  
                 
Loss per share                
Basic   $ (0.23 )   $ 0.13  
Diluted   $ (0.23 )   $ 0.09  

 

    Nine months ended March 31,  
    2025     2024  
             
Net income (loss)   $ (9,029,169 )   $ 5,597,452  
                 
Basic weighted average number of shares outstanding     31,179,046       26,993,260  
Dilution of securities     -       -  
Diluted weighted average number of shares outstanding     31,179,046       37,247,965  
                 
Loss per share                
Basic   $ (0.29 )   $ 0.20  
Diluted   $ (0.29 )   $ 0.15  

 

27. Goodwill

 

The Company’s goodwill balance is a result of the acquisition of the below subsidiaries.

 

Entity   Acquisition Date    $ Goodwill Balance  
OFIT GM   November 1, 2023     289,202  
OFIT RT   November 1, 2023     149,555  
Solar Flow-Through Funds Ltd   July 8, 2024     37,147,456  
        $ 37,586,213  

 

Refer to note 18 for acquisition of Solar Flow-Through Funds Ltd.

 

37

 

EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

 

I, Dr. Richard Lu, Chief Executive Officer of SolarBank Corporation, certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SolarBank Corporation (the “issuer”) for the interim period ended March 31, 2025.
   
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
   
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings.
   
4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
   
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

 

  (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

  (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
     
  (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, 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.

 

 

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
   
5.2 N/A.
   
5.3 N/A.

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 15, 2025

 

“Dr. Richard Lu”

 

Dr. Richard Lu

 

Chief Executive Officer

 

 

 

EX-99.4 5 ex99-4.htm EX-99.4

 

Exhibit 99.4

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

 

I, Sam Sun, Chief Financial Officer of SolarBank Corporation, certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SolarBank Corporation (the “issuer”) for the interim period ended March 31, 2025.
   
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim 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, with respect to the period covered by the interim filings.
   
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim 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 interim filings.
   
4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
   
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

 

  (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

 

  (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
     
  (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b) designed ICFR, or caused it to be designed under our supervision, 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.

 

 

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
   
5.2 N/A.
   
5.3 N/A.

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 15, 2025

 

“Sam Sun”

 

Sam Sun

 

Chief Financial Officer