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

Share Name	Share Symbol	Market	Type
SolarBank Corporation	NASDAQ:SUUN	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	2.34	2.06	2.68				9	12:03:24

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 November, 2024.

Commission File Number 001-41976

Solarbank Corporation

(Translation of registrant’s name into English)

505 Consumers Rd., Suite 803

Toronto, Ontario, M2J 4Z2 Canada

(Address of principal executive office)

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

Form 20-F ☐ Form 40-F ☒

INCORPORATION BY REFERENCE

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. 333-279027), as amended and supplemented.

SIGNATURES

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

Date November 14, 2024	Solarbank Corporation

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

Exhibit Index

Exhibit		Description of Exhibit
99.1		Management’s Discussion and Analysis for the three months ended September 30, 2024
99.2		Condensed Consolidated Interim Unaudited Financial Statements for the three months ended September 30, 2024
99.3		Form 52-109F2 - Certification of Interim Filings of Chief Executive Officer dated November 14, 2024
99.4		Form 52-109F2 - Certification of Interim Filings of Chief Financial Officer dated November 14, 2024
99.5		News Release, dated November 14, 2024

Exhibit 99.1

Management’s Discussion and Analysis

For the Three Months End September 30, 2024

	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 November 13, 2024 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 months ended September 30^th, 2024. 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 is a growing renewable energy sector Company that specializes in delivering solar and other renewable energy power plants in Canada and the United States of America. Throughout its years in business, the Company has worked to provide safe, reliable and low-cost solar power plants that would generate solar renewable electricity to: (a) address the growing requirements to reduce carbon emissions in the form of Solar Renewable Energy Credits (“SREC”); and (b) provide a cost competitive alternative to conventional electricity generation to further decarbonize the electricity grid.

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

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

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 MW DC project that the Company intends to retain ownership of, by Q2 FY2025 and reach PTO for three projects for Honeywell, totaling 21 MW DC in FY2025. Approximately 50 projects are under utility interconnection studies. 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 Company has a three-project plan totalling 24.8 MW DC. The Company has secured a lease over the project sites in Pennsylvania and will continue to work to complete the next steps in permitting, interconnection and securing the necessary financing for construction of the projects. The development of these projects 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 in the second quarter of FY2025. In addition, two projects in Alberta and three projects in Nova Scotia are under utility interconnection studies and development work is ongoing.

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.

The Company became the owner of the three separate Battery Energy Storage System (“BESS”) projects in Ontario. The three projects are expected to reach NTP in the second and third quarter of FY2025.

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. The Company is in discussions with several project finance lenders but has not yet secured the necessary financing to complete the construction of the BESS Projects. In addition, the Company has not yet secured the final permits for the construction of the BESS Projects.

Evlo Energy Storage Inc. (“Evlo”) 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 financing and 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 secure financing to make required payment 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 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 expend into ownership of battery energy storage projects and electric vehicle charging stations, both are key components of net zero energy transition.

Recent Developments

Since the commencement of the quarter ended September 30, 2024, the Company achieved the following business objectives:

	●	July 2024: The Company closed its acquisition of Solar Flow-Through Funds Ltd. (“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 November 2024.

	●	August 2024: The Company announced that it intends to develop a 7 MW DC ground-mount solar power project known as the Oak Orchard project located in Clay, New York.

	●	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 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.

Selected Quarterly Information

The following table shows selected financial information for the Company for the three months period ended September 30, 2024 and 2023 and should be read in conjunction with the Company’s consolidated financial statements as at September 30, 2024 and June 30, 2024, and related notes thereto for such periods.

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 September 30	2024 $			2023 $
Revenue		16,005,321			7,681,261
Revenue – EPC		11,954,389			5,613,015
Revenue – development		-			2,011,750
Revenue – IPP production		4,031,816			14,896
Revenue – O&M and other services		19,116			41,600
Cost of goods sold		(11,453,956	)		(5,334,566	)
Net income		241,092			2,038,968
Earning (loss) per share		0.01			0.08

	September 30, 2024 $		June 30, 2024 $
Total assets		180,996,924		39,225,861
Total current liabilities		36,132,728		13,388,850
Total non-current liabilities		81,462,720		7,112,710

The following discussion addresses the operating results and financial condition of the Company for the three months ended September 30^th, 2024 compared with the three months ended September 30^th, 2023.

Result of Operations

Three months ended September 30, 2024 compared to the three months ended September 30, 2023

Trend

In fiscal 2025, the Company continued 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 September 30, 2024 decreased by $1,797,876 compared to the net income for the three months ended September 30, 2023 with $241,092 net income recognized during the first quarter of 2025 as compared to a net income of $2,038,968 for the first quarter of 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	Q3 FY2025	Reach PTO (permission to operate)	Construction started in September 2023. This is the largest project to date to be owned by the Company
Settling Basins - 1	New York, USA	7.0	Q4FY2025	Reach PTO (permission to operate)	EPC project. Construction started in November 2023
Settling Basins - 2	New York, USA	7.0	Q4FY2025	Reach PTO (permission to operate)	EPC project. Construction started in November 2023
Settling Basins - 3	New York, USA	7.0	Q4FY2025	Reach PTO (permission to operate)	EPC project. Construction started in November 2023
261 Township	Alberta, Canada	1.4	Q2FY2025	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.
BESS	Ontario, Cananda	Discharge:4.74 Storage: 18.96	Q1FY2026	Reach PTO (permission to operate) and secure financing for construction.	EPC project. EPC agreement entered Oct. 3, 2023 for the construction of 3 separate BESS projects. The Company is working to secure financing for the construction of the projects.

●	*Projects under development*

Name

Location

Size
(MWDC)

Timeline

Milestone

Expected Cost

Cost

Incurred

Sources of Funding

Current Status

261
Township

Alberta,
Canada

4.2

Q3 FY2025

NTP

800,000

155,697

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

7.0

December
2024

NTP

1,450,000

1,368,720

Equity financing, working capital

The project received interconnection approval and is in the final stage of permitting process.

6882 Rice

Road (East Bloomfield)

New
York,
USA

5.2

December 2024

NTP

2,580,000

1,707,912

Equity financing, working capital

The project received interconnection approval and is in the final stage of permitting process.

SUNY

New
York,
USA

28.0

December
2025

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

900,000

195,971

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

31.0

December 2025

NTP

900,000

180,292

Equity financing, working capital

The Company is preparing the application package for the Community Solar Program.

Black

Creek

New York,

USA

3.2

December 2025

NTP

700,000

24,188

Equity financing, working capital

The project is under interconnection study

Orleans

Projects

New York,

USA

December 2024

NTP

9,150,000

57,048

Equity financing, working capital

The project is under interconnection study.

Oak

Orchard

New York,

USA

June 2025

NTP

1,900,000

27,982

Equity financing, working capital

The project is under interconnection study.

Boyle

New York,

USA

5.4

June 2025

NTP

1,150,000

15,591

Equity financing, working capital

The project is under interconnection study

Camillus

New York

USA

3.15

March 2025

NTP

2,575,500

2,308,032

Equity financing, working capital

The project received interconnection approval and is in the final stage of the permitting process.

Hwy 28

New York

USA

March 2025

NTP

1,050,000

702,112

Equity financing, working capital

The project received interconnection approval and is in the final stage of the permitting process.

Silver

Springs

New York

USA

2.9

December 2025

NTP

500,000

10,750

Equity financing, working capital

The project is under interconnection study.

Grandview

Pennsylvania,

USA

13.8

December 2025

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.

Stauffer

Pennsylvania,

USA

December 2025

NTP

1,250,000

750

Equity financing, working capital

North Main

New York,

USA

7.2

December 2025

NTP

1,250,000

Equity financing, working capital

The project is under interconnection study.

During the quarter certain projects that were previously disclosed were cancelled as follows:

	●	The closed landfill site in Lewiston, NY representing 4.8 MW DC that was announced on February 8, 2024. Development was discontinued due to high interconnection costs, which impacted the project’s overall financial viability.

	●	Two projects representing 14.4 MW that were announced as part of the Orleans County projects on April 22, 2024. These projects were cancelled due to the costs associated with the Coordinated Electric System Interconnection Review (CESIR), which rendered this projects financially unsustainable.

Revenue

Revenue for the three months ended September 30, 2024 was $16,005,321 compared to $7,681,261 in the comparative period.

The EPC service revenue for the year ended September 30, 2024 was $11,954,389 compared to $5,613,015 in the comparative period, increasing by $6,341,374, or 113%. The revenue for the period ended September 30, 2024 consists of progress in Settling Basins ($9.4M) and 261 Township ($1.7M). The Company reached significant progress in Manlius project ($5.3M) for the period ended September 30, 2023.

The development fees revenue for the period ended September 30, 2024 was $nil compared to $2,011,750 in the comparative period. No development revenue earned during the three months ended September 30, 2024. For comparative period ended September 30, 2023, development revenue mainly from the sale of Settling Basins projects to Honeywell.

For the period ended September 30, 2024, the Company generated IPP production revenue of $4,031,816 compared to $14,896 in the comparative period. The revenue for the period ended September 30, 2024 consists of $3.7M earned from SFF facilities and $297k from OFIT GM & OFIT RT. For comparative period ended September 30, 2023 the only IPP production revenue was from US1 and VC1. With the closing of the SFF Transaction the Company’s recurring IPP production revenue has increased significantly.

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.

	Three months ended September 30,
	2024			2023			Change			Management Commentary
Cost of goods sold		(11,453,956	)		(5,334,566	)		(6,119,390	)	Consistent with the increase in revenue.
Operating expense:
Advertising and promotion		(448,350	)		(503,809	)		55,459		Additional spending in prior year to increase visibility in the market for the Nasdaq listing.
Consulting fees		(935,004	)		(307,050	)		(627,954	)	Increase due to 2024 rate increase catch-up paid in Q1 FY25 of $157k and fees to Board Members starting July 2024 of $120k. $267k incurred in SFF which was acquired in FY25.
Depreciation		(24,539	)		(21,978	)		(2,561	)	No significant changes.
Insurance		(211,859	)		(39,246	)		(172,613	)	Insurance was higher due to increased activity and higher director and officer insurance premiums.
Office, rent and utilities		(293,786	)		(79,193	)		(214,593	)	In FY25, additional filing fees of $35k and printing fees of $25k. $143k incurred in SFF which was acquired in FY25.
Professional fees		(1,086,509	)		(144,141	)		(942,368	)	Increase due to Nasdaq related cost of $379k, additional audit fees ($103k), tax fees ($72k), Investor relates ($45k) and valuation fees ($11k). $272k incurred in SFF which was acquired in FY25.
Repairs and maintenances		(40,440	)		(5,051	)		(35,389	)	Increase due to IPP facilities acquired in Oct. 2023.
Salary and Wages		(423,961	)		(202,081	)		(221,880	)	Increase due to 2024 rate increase catch-up paid in Q1 FY25. $94k incurred in SFF which was acquired in FY25.
Stock based compensation		(113,248	)		(429,580	)		316,332		50% of employee stock options vested in Nov. 2023
Travel and events		(57,544	)		(44,263	)		(13,281	)	More travel and seminars activities in FY2025 to increase visibility of the Company in the market and explore project opportunities.
Total operating expenses		(3,635,240	)		(1,776,392	)		(1,858,848	)
Total Expenses		(15,089,196	)		(7,110,958	)		(7,978,238	)

Other Income (Expense)

For the three months ended September 30, 2024, the Company had other income of $94,690 compared to other income of $1,371,837 for the three months ended September 30, 2023. Other income for the three months ended September 30, 2024 consists mainly of foreign exchange gain of $35,564 and other income of $59,126. Other income for the three months ended September 30, 2023 consists mainly of bad debt recovery of $1,195,012, foreign exchange gain of $148,969, and other income of $27,856.

Net Income

The net income for the three months ended September 30, 2024 was $241,092 for income per share of $0.01 based on 30,459,369 outstanding shares versus income of $2,038,968 for an income per share of $0.08 based on 26,806,183 outstanding shares for the comparative period. While the Company’s gross profit was higher in the current quarter, there was a decrease in net income as a result of increased operating expenses, a significant reduction in other income and higher income tax expense.

Legal Matters and Contingent Assets

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 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. Petitioner still has time to appeal the second dismissal, but an injunction against the on-going construction of the solar project was denied in the second proceeding. 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. 2467264 Ontario Inc. will receive its proportionate entitlement of any net legal award based on its economic entitlement of 8.3% to the legal claim. This lawsuit was previously subject to a leave requirement under s. 17 of the Crown Liability and Proceedings Act, 2019. However, a recent decision of the Ontario Superior Court of Justice has deemed s. 17 of no force and effect (see Poorkid Investments v. HMTQ 2022 ONSC 883). Accordingly, the lawsuit will continue to move forward through the normal course. We expect statements of defence to be served following the determination of some preliminary motions. No amounts are recognized in these consolidated special purpose financial statements with respect to this claim.

(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 these combined special purpose 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 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 October 17, 2023.

Summary of Quarterly Results

Description	Q1 September 30, 2024 ($)		Q4 June 30, 2024 ($)			Q3 March 31, 2024 ($)		Q2 December 31, 2023 ($)

Revenue		16,005,321		7,977,121			24,074,947		18,643,804
Income (Loss) for the period		241,092		(9,099,845	)		3,499,241		(15,508	)
Earning (Loss) per share (basic and diluted)		0.01 (basic) 0.01 (diluted)		(0.34) (basic)			0.13 (basic) 0.09 (diluted)		(0.00) (basic)

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

Revenue		7,681,261		9,245,267			706,856		2,964,934
Income (Loss) for the period		2,038,968		(1,076,836	)		3,064,872		89,468
Income (Loss) per share (basic and diluted)		0.08 (basic) 0.05 (diluted)		(0.06) (basic)			0.11 (basic) 0.09 (diluted)		0.01

Historical quarterly results of operations and income per share data do not necessarily reflect any recurring expenditure patterns or predictable trends except for the fact that seasonally the Company’s third quarter typically has the smallest amount of revenue due to winter conditions that are less favorable for construction. The Company’s revenues fluctuate from quarter to quarter based on the timing of recognition of revenue which is dependent on the stage of the various solar power projects under development but in general it has been increasing on average over the last eight quarters. The net income for the quarter ended September 30, 2024 was low as a result of high expenses from acquisition of SFF. Refer to “Results of Operations” for additional discussion.

Liquidity and Capital Resources

The following table summarizes the Company’s liquidity position:

As at	September 30, 2024 $			June 30, 2024 $
Cash		14,250,082			5,270,405
Working capital⁽¹⁾		(3,339,133	)		4,240,999
Total assets		180,996,924			39,225,861
Total liabilities		117,595,448			20,501,560
Shareholders’ equity		63,401,476			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”.

The Company is working on securing financing to support continuation of its operations and progression on a growing number of projects but it does not presently have sufficient working capital to continue operating for the next twelve months. To date, the Company’s operations have been financed from cash flows from operations, debt financing and equity financing. The Company will continue to identify financing opportunities, including equity issuances, in order to provide additional financial flexibility and execute on the Company’s growth plans. While the Company has been successful raising the necessary funds in the past, there can be no assurance it can do so in the future.

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

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

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

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

The chart below highlights the Company’s cash flows:

For three months ended	September 30, 2024 $			September 30, 2023 $
Net cash provided by (used in)
Operating activities		8,115,251			676,858
Investing activities		3,199,165			(710,008	)
Financing activities		(2,284,270	)		11,967
Increase (decrease) in cash, cash equivalents, and restricted cash		8,979,677			(128,276	)

Cash flow from operating activities

The Company has positive cash flow of $8,115,251 from operating activities during the three months ended September 30, 2024, while the Company generated $676,858 cash during the same period ended September 30, 2023. The Company generated cash of $2,237,344 from the operational activities and generated $5,877,907 for the change of working capital during the three months ended September 30, 2024, while the Company generated cash of $2,470,491 from the operational activities and used $1,793,633 for the change of working capital during the three months ended September 30, 2023.

Cash flow from financing activities

The Company used cash of $2,284,270 from financing activities during the three months ended September 30, 2024, while the Company generated $11,967 cash during the same period ended September 30, 2023. The cash generated in financing activities for the three months ended September 30, 2024 was driven by proceeds from broker warrants exercised of $41,250, offset by repayment of lease obligation of $249,860, long-term loan principal payment of $1,382,272, and long-term loans interest payment of $693,388. The cash generated in financing activities for the three months ended September 30, 2023 was driven by issuance of common shares of $21,659 and proceeds from broker warrants exercised of $41,250. Offset by repayment of lease obligation of $14,484, long-term loan principal payment of $27,778, and long-term loans interest payment of $8,680.

Cash flow from investing activities

The Company generated cash of $3,199,165 in investing activities during the three months ended September 30, 2024, while the Company used cash of $710,008 investing activities during the same period ended September 30, 2023. The cash generated for the three months ended September 30, 2024 consists of cash from SFF of $9,886,679 and GIC redemption of 1,350,000. Offset by cash used in development asset of $6,661,405 and GIC purchase of $1,376,109. The cash used for the three months ended September 30, 2023 includes acquisition of development asset of $3,675,008 and purchase of partnership units of $2,465,000, offset by redemption of GIC of $5,430,000.

Capital Transactions

During the three-months ended September 30, 2024, 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.

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 September 30, 2024 and as of the date of this MD&A:

Security Description	September 30, 2024		Date of report

Common shares		30,821,707		31,001,593
Warrants		7,818,000		7,818,000
Stock options		2,759,000		2,639,000
Restricted share units		265,000		265,000
Contingent value rights⁽¹⁾		-		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		318,000
01-Mar-2023	01-Mar-2028	$	0.50		5,000,000
					7,818,000
Weighted average exercise price				$	0.38

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				2,639,000

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-20		250,000
13-Mar-2023	12-Mar-2024		7,500
13-Mar-2023	12-Mar-2025		7,500
			265,000

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:

	September 30, 2024		June 30, 2024
Long-term debt -non-current portion	$	50,737,450		4,379,169
Shareholder Equity	$	63,401,476		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.

No changes have occured 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

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 months ended September 30, 2024 and 2023 were as follows:

	Three Month Ended September 30,
	2024		2023
Short-term employee benefits	$	703,227	$	299,599
Share-based compensation		72,160		180,546

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

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.

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 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

The Company has not adopted any new or revised accounting standards for the current fiscal year.

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 (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.

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

Three months ended

September 30, 2024

Revenue

% of Total Revenue

Customer A

9,359,888

Customer B

1,787,498

September 30, 2023	Revenue		% of Total Revenue
Customer A	$	5,318,304		69	%
Customer C	$	2,011,750		27	%

September 30, 2024	Account Receivable		% of Account Receivable
Customer A	$	915,063		24	%
Customer E	$	498,388		13	%

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 $12,806 (USD$9,391).

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	September 30, 2024			June 30, 2024
	$			$
Current assets		32,793,595			17,629,849
Current liabilities		36,132,728			13,388,850
Working capital		(3,339,133	)		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 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-recurrent activities. Other companies may calculate Adjusted EBITDA differently.

Three months ended	September 30, 2024			September 30, 2023
	$			$
Net income (loss) per financial statements		241,092			2,038,968
Add:
Depreciation expense		1,507,854			21,978
Interest (income)/expense, net		582,881			(59,088	)
Income tax and Deferred income tax expense		805,478			(37,740	)
Fair value change (gain)/loss		(618,636	)		-
Other (income)/expense		(94,690	)		(1,371,837	)

Adjusted EBITDA		2,423,979			592,281

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 September 30, 2024.

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 September 30, 2024, 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 securities legislation (collectively, “forward-looking ‎statements”) that relate to the Company’s current expectations and views of future events. ‎Any statements that express, or involve discussions as to, expectations, beliefs, plans, ‎objectives, assumptions or future events or performance (often, but not always, through the ‎use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will ‎continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, ‎‎”projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be ‎forward-looking statements and may involve estimates, assumptions and uncertainties ‎which could cause actual results or outcomes to differ materially from those expressed in ‎such forward-looking statements. In particular and without limitation, this MD&A ‎contains forward-looking statements pertaining to the Company’s expectations regarding its industry trends and overall market growth; the Company’s expectations about its liquidity and sufficient of working capital for the next twelve months of operations; the Company’s growth strategies the expected energy production from the solar power projects mentioned in this MD&A; the reduction of carbon emissions; the receipt of incentives for the projects; the expected value of EPC Contracts; and the size of the Company’s development pipeline. No assurance ‎can be given that these expectations will prove to be correct and such forward-looking ‎statements included in this MD&A should not be unduly relied upon. These ‎statements speak only as of the date of this MD&A.‎

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 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 may incur substantial additional indebtedness in the future; the Company is subject to risks from supply chain issues; risks related to inflation; unexpected warranty expenses that may not be adequately covered by the Company’s insurance policies; if the Company is unable to attract and retain key personnel, it may not be able to compete effectively in the renewable energy market; there are a limited number of purchasers of utility-scale quantities of electricity; compliance with environmental laws and regulations can be expensive; corporate responsibility may adversely impose additional costs; the future impact of COVID-19 on the Company is unknown at this time; the Company has limited insurance coverage; the Company will be reliant on information technology systems and may be subject to damaging cyberattacks; the Company may become subject to litigation; there is no guarantee on how the Company will use its available funds; the Company will continue to sell securities for cash to fund operations, capital expansion, mergers and acquisitions that will dilute the current shareholders; and future dilution as a result of financings.

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

Approval

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

Exhibit 99.2

SOLARBANK CORPORATION

Condensed Consolidated Interim Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

For the three months ended September 30, 2024 and 2023

SOLARBANK CORPORATION

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian dollars)

	Notes	(Unaudited) September 30, 2024			(Audited) June 30, 2024
Assets
Current assets:
Cash		$	14,250,082		$	5,270,405
Short-term investment	4		1,586,097			920,000
Trade and other receivables	5		3,800,064			1,115,217
Unbilled revenue	8		3,358,129			666,748
Prepaid expenses and deposits	6		1,402,168			3,126,829
Inventory	9		8,397,055			6,530,650
			32,793,595			17,629,849
Non-current assets:
Property, plant and equipment	7		39,177,567			3,454,923
Right-of-use assets	13		7,947,990			1,085,128
Development assets	10		25,987,448			8,909,371
Derivative assets	19(a)		667,374			152,990
Tax equity assets	17		373,868			401,373
Goodwill	18		37,586,213			438,757
Intangible assets	15		35,652,371			2,001,447
Investment			-			5,152,023
Other assets	6		810,498			-
			148,203,329			21,596,012
Total assets		$	180,996,924		$	39,225,861

Liabilities and Shareholders’ equity
Current liabilities:
Trade and other payables	11	$	27,038,344		$	4,690,261
Unearned revenue	12		1,106,915			4,600,491
Current portion of long-term debt	16		5,525,871			448,229
Loan payables	14		1,321,648			1,309,884
Tax payable			442,947			2,112,606
Current portion of lease liability	13		621,597			148,787
Current portion of tax equity	17		75,406			78,592
Non-current liabilities:			36,132,728			13,388,850
Long-term debt	16		50,737,450			4,379,169
Other long-term liabilities			361,336			366,369
Due to related parties	18, 22		7,357,228			-
Deferred tax liabilities	25		15,300,694			1,073,835
Lease liabilities	13		7,428,212			992,687
Tax equities	17		277,800			300,650
			81,462,720			7,112,710
Total liabilities		$	117,595,448		$	20,501,560

Shareholders’ equity:
Share capital	20		37,707,760			9,025,698
Contributed surplus			4,172,422			4,059,175
Accumulated other comprehensive income			(74,000	)		99,681
Retained earnings			4,020,706			3,178,814
Equity attributable to shareholders of the company			45,826,888			16,363,368
Non-controlling interest	21		17,574,588			2,360,933
Total equity			63,401,476			18,724,301
Total liabilities and shareholders’ equity		$	180,996,924		$	39,225,861

Approved and authorized for issuance on behalf of the Board of Directors on November 13, 2024 by:

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

See accompanying notes to these condensed consolidated interim financial statements.

SOLARBANK CORPORATION

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

(Expressed in Canadian dollars)

(Unaudited)

	Notes	Three months ended September 30
		2024			2023
Revenue from development fees		$	-		$	2,011,750
Revenue from EPC services			11,954,389			5,613,015
Revenue from IPP production			4,031,816			14,896
Revenue from O&M and other services			19,116			41,600
			16,005,321			7,681,261
Cost of goods sold			(11,453,956	)		(5,334,566	)
Gross profit			4,551,365			2,346,695
Operating expense:
Advertising and promotion			(448,350	)		(503,809	)
Consulting fees			(935,004	)		(307,050	)
Depreciation	7,13		(24,539	)		(21,978	)
Insurance			(211,859	)		(39,246	)
Office, rent and utilities			(293,786	)		(79,193	)
Professional fees			(1,086,509	)		(144,141	)
Repairs and maintenance			(40,440	)		(5,051	)
Salary and wages			(423,961	)		(202,081	)
Stock based compensation	20		(113,248	)		(429,580	)
Travel and events			(57,544	)		(44,263	)
Total operating expenses			(3,635,240	)		(1,776,392	)
Other income
Interest income			219,450			83,169
Interest expenses			(802,331	)		(24,081	)
Fair value change gain	16(2), 18(4)		618,636			-
Other income			94,690			1,371,837
Net income before taxes		$	1,046,570		$	2,001,228
Current tax (expense) recovery	25		(697,540	)		37,740
Deferred tax expenses	25		(107,938	)		-
Net income		$	241,092		$	2,038,968
Items that are or may be reclassified subsequently to profit or loss Current translation adjustments			(173,681	)		86,766
Other comprehensive income			(173,681	)		86,766
Net income (loss) and comprehensive income (loss)		$	67,411		$	2,125,734

Net income (loss) attributable to:
Shareholders of the company			841,892			2,034,619
Non-controlling interest	21		(600,800	)		4,349
Net income (loss)		$	241,092		$	2,038,968
Total income (loss) and comprehensive income (loss) attributable to:
Shareholders of the company			668,211			2,125,734
Non-controlling interest	21		(600,800	)		-
Total income (loss) and comprehensive income (loss)		$	67,411		$	2,125,734
Net income (loss) per share
Basic	26		0.01			0.08
Diluted	26		0.01			0.05
Weighted average number of common shares outstanding
Basic	26		30,459,369			26,806,183
Diluted	26		40,527,524			37,122,800

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

SOLARBANK CORPORATION

Condensed Consolidated Interim 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 Interest			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			-		-		-		841,892		-			841,892			(600,800	)		241,092
Warrant exercised			55,000		41,250		-		-		-			41,250			-			41,250
RSU granted	20(e)		-		-		2,580		-		-			2,580			-			2,580
Share-based compensation	20(d)		-		-		110,667		-		-			110,667			-			110,667
Other comprehensive loss			-		-		-		-		(173,681	)		(173,681	)		-			(173,681	)
Acquisition of Solar Flow-Through Funds	18		3,575,632		28,640,812		-		-		-			28,640,812			15,814,455			44,455,267
Balance at September 30, 2024			30,821,707	$	37,707,760	$	4,172,422	$	4,020,706	$	(74,000	)	$	45,826,888		$	17,574,588		$	63,401,476

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			-		-		-		2,034,619		-			2,034,619			4,349			2,038,968
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			-		-		48,181		-		-			48,181			-			48,181
Share-based compensation			-		-		381,398		-		-			381,398			-			381,398
Other comprehensive loss			-		-		-		-		86,766			86,766			-			86,766
Balance at September 30, 2023			26,857,200	$	6,917,984	$	3,431,503	$	8,687,170	$	(29,993	)	$	19,006,664		$	242,754		$	19,249,418

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

SOLARBANK CORPORATION

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

	Note	Three months ended September 30
		2024			2023

Operating activities:
Net Income (loss)		$	241,092		$	2,038,968

Adjustments for:
Depreciation and amortization			1,507,854			21,978
Fair value change loss	16(2)		(618,636	)		-
Other income related to tax equity	17		(3,863	)		(34,643	)
Interest accretion	13, 17		192,172			14,608
Income tax expense			697,540			-
Deferred income tax expenses			107,938			-
Share-based compensation	20		113,247			429,580
			2,237,344			2,470,491
Changes in:
Trade and other receivables			1,211,918			(1,266,621	)
Unbilled revenue			(2,707,396	)		(448,756	)
Contract fulfilment costs			-			(194,781	)
Inventories			(1,974,730	)		(349,550	)
Prepaid expenses and deposits			2,404,401			(2,045,404	)
Trade and other payables			12,765,795			1,576,693
Income taxes payable			220,103			(84,608	)
Unearned revenue			(3,486,043	)		1,593,413
Cash generated from operating activities			10,671,392			1,250,877
Income tax paid			(2,556,141	)		(574,019	)
Net cash generated from operating activities			8,115,251			676,858

Investing activities:
Purchase of GIC			(1,376,109	)		-
Redemption of GIC			1,350,000			5,430,000
Investment in SFF Shares			-			(2,465,000	)
Cash from SFF acquisition	18		9,886,679			-
Acquisition of development asset			(6,661,405	)		(3,675,008	)
Cash generated from (used in) investing activities		$	3,199,165		$	(710,008	)

Financing activities:
Proceeds from issuance of common shares, net transaction costs			-			21,659
Proceeds from broker warrants exercised			41,250			41,250
Repayment of lease obligation			(249,860	)		(14,484	)
Repayment from long-term debts – principal			(1,382,272	)		(27,778	)
Repayment from long-term debts – interest			(693,388	)		(8,680	)
Cash generated from (used in) financing activities			(2,284,270	)		11,967

Increase (decrease) in cash			9,030,146			(21,183	)
Effect of changes in exchange rates on cash			(50,469	)		(107,093	)
Cash, beginning			5,270,405			749,427
Cash, ending		$	14,250,082		$	621,151

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

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

1.	Nature of operations:

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 the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited consolidated financial statements of the company for the year ended June 30, 2024.

The board of directors approved these unaudited condensed interim consolidated financial statements for issue on November 13, 2024.

(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.

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.

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

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

2.	Basis of presentation (continued)

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

	Country of	Ownership interest
Name	Incorporation	30-Sep-24			30-Jun-24
Abundant Solar Power Inc.	USA		100	%		100	%
Abundant Construction Inc.	Canada		100	%		100	%
Abundant Energy Solutions Ltd.	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	%
Solar Alliance 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 1011 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 1002 LLC	USA		100	%		100	%
SUNN 1003 LLC	USA		100	%		100	%
ABUNDANT SOLAR POWER (USNY-Richmond-002) LLC	USA		100	%		100	%
ABUNDANT SOLAR POWER (USNY-Richmond-003) LLC	USA		100	%		100	%
SUNN 1006 LLC	USA		100	%		100	%
SUNN 1007 LLC	USA		100	%		100	%
SUNN 1008 LLC	USA		100	%		100	%
SUNN 1009 LLC	USA		100	%		100	%
SUNN 1010 LLC	USA		100	%		100	%
SUNN (203 Fuller Rd) LLC	USA		100	%		100	%
SUNN 1001 LLC	USA		100	%		100	%
Abundant Solar Power (USNY-6882 Rice Road-001) LLC	USA		100	%		100	%
Abundant Solar Power (LCP) LLC	USA		100	%		100	%
Abundant Solar Power (R1) LLC	USA		100	%		100	%
SUNN 1005 LLC	USA		100	%		100	%
SUNN 1013 LLC	USA		100	%		100	%
SUNN 1014 LLC	USA		100	%		100	%
ABUNDANT SOLAR POWER (USNY-327 Hardie Rd-001) LLC	USA		100	%		100	%
Abundant Solar Power (Dutch Hill) LLC	USA		100	%		100	%
Abundant Solar Power (Dutch Hill 2) LLC	USA		100	%		100	%
Abundant Solar Power (Dutch Hill 3) LLC	USA		100	%		100	%
SUNN 1004 LLC	USA		100	%		100	%
Solar Flow-Through Funds Ltd.	Canada		100	%		-
Solar High Yield Projects #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	%		-

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

2.	Basis of presentation (continued)

	Country of	Ownership interest
Name	Incorporation	30-Sep-24			30-Jun-24
2387276 Ontario Inc.	Canada		49.90	%		-
2387280 Ontario Inc.	Canada		24.95	%		-
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	Canada		100	%		-
Sustainable Energies OR LLC	Canada		100	%		-
Sustainable Energies CA LLC	Canada		100	%		-
Sustainable Energies VA LLC	Canada		100	%		-

(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.	Significant accounting policies and use of judgements and estimates

These unaudited 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 understand the Company’s business and financial statement presentation. In particular, the Company’s significant accounting policies are presented as Note 3 in the audited consolidated financial statements for the year ended June 30, 2024 and have been consistently applied to all periods presented in the preparation of these unaudited condensed interim consolidated financial statements.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

3.	Significant accounting policies and use of judgements and estimates (continued)

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, income and expense. 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 last annual financial statements.

4.	Short term investment

As at September 30, 2024, the Company has three GICs in short-term investment totalling $870,000. The GICs have one year term with interest rate of 4.7%-5.2% (June 30, 2024 - $920,000 with one year term and interest rate of 4.25%-4.95%).

The Company obtained another five GICs, through acquisition of Solar Flow-Through Funds Ltd. (“SFF”), totalling $716,097. The GICs have one year term with interest rate of 3.85% - 4.65%.

5.	Trade and other receivables

	September 30, 2024			June 30, 2024

Accounts receivable	$	1,101,743		$	966,150
Other receivables		122,594			323,293
GST/HST receivable		2,749,952			-
Credit loss allowance ⁽¹⁾		(174,226	)		(174,226	)
	$	3,800,064		$	1,115,217

(1)

The Company’s changes in credit loss allowance for the three months ended September 30, 2024 and 2023 are as follows:

	Three months ended September 30
	2024			2023

Credit loss allowance, beginning of the period	$	(174,226	)	$	(6,486,838	)
Recovery (recognition) of credit loss		-			1,195,012
Credit loss allowance, end of the period	$	(174,226	)	$	(5,291,826	)

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

6.	Prepaid expenses and deposits

	September 30, 2024		June 30, 2024

Interconnection deposits	$	4,232	$	4,291
Construction in progress deposits ⁽¹⁾		608,677		2,543,120
Security deposits		27,035		12,352
Prepaid rent ⁽²⁾		69,656		-
Prepaid insurance		479,169		128,285
Prepaid marketing expenses ⁽³⁾		-		341,825
Other prepaids and deposits		213,399		96,956
	$	1,402,168	$	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 September 30, 2024, the non-current portion of prepaid rent of $810,498 (2023 - $nil) is presented as other assets.
	(3)	The Company hired investor relations and marketing consultant companies to increase the Company’s visibility in the market and to explore international markets. The balance is related to the payment made to these marketing consultant companies.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

7.	Property, Plant and Equipment

	Computer equipment		Furniture and equipment		Vehicle		IPP facilities ⁽¹⁾			Royalty contract assets ⁽²⁾		Total
Cost:
Balance, June 30, 2024	$	19,256		57,553		35,608		3,578,267			-	$	3,690,684
Additions (dispositions)		-		-		-		36,405,337			79,244		36,484,581
Foreign currency impact		-		-		-		(6,570	)		-		(6,570	)
Balance, September 30, 2024	$	19,256		57,553		35,608		39,977,034			79,244	$	40,168,695

Accumulated amortization:
Balance, June 30, 2024	$	16,192		44,830		4,216		170,523			-	$	235,761
Depreciation⁽³⁾		402		626		1,544		751,611			1,522		755,705
Foreign currency impact		-		-		-		(338	)		-		(338	)
Balance, September 30, 2024	$	16,594		45,456		5,760		921,796			1,522	$	991,128
Net Book Value, September 30, 2024	$	2,662		12,097		29,848		39,055,238			77,722	$	39,177,567

	Computer equipment		Furniture and equipment		Vehicle		IPP facilities		Royalty contract assets ⁽²⁾		Total
Cost:
Balance, June 30, 2023	$	19,256		50,253		-		937,194		-	$	1,006,703
Additions (dispositions)		-		-		-		-		-		-
Balance, September 30, 2023	$	19,256		50,253		-		937,194		-	$	1,006,703

Accumulated amortization:
Balance, June 30, 2023	$	13,876		42,694		-		-		-	$	56,570
Depreciation		706		372		-		9,493		-		10,571
Foreign currency impact		-		-		-		78		-		78
Balance, September 30, 2023	$	14,582		43,066		-		9,571		-		67,219
Net Book Value, September 30, 2023	$	4,674		7,187		-		927,623			$	939,484

(1)	Addition of IPP facilities for the three months ended September 30, 2024 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 collateral for long-term loan guarantee (Note 16 (2)).
(2)	Addition of royalty contract asset for the three months ended September 30, 2024 relate to business acquisitions of Solar Flow-Through Funds Ltd.
(3)	Total depreciation expense of $753,133 for IPP facilities and royalty contract assets are recorded in cost of goods sold for the three months ended September 30, 2024 (2023- $9,493). The remaining $2,572 depreciation expense is recorded under operating expenses (2023- $1,078).

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

8.	Unbilled Revenue

As of September 30, 2024 and 2023, the Company’s unbilled revenue mostly consists of invoices not yet issued for EPC projects where revenue recognized through percentage of completion.

	Three months ended September
	2024			2023
Beginning of the period	$	666,748		$	7,405,866
Amounts invoices included in the beginning balance		(666,738	)		(4,881,346	)
Net increase in unbilled revenue recognized during the year		3,374,135			6,512,725
Foreign currency impact		(16,016	)		169,797
End of the period	$	3,358,129		$	9,207,041

9.	Inventory

As of September 30, 2024 and 2023, the Company’s inventory is comprised of development costs for the solar projects.

	2024			2023
Balance, June 30		6,530,650			448,721
Additions: development costs		2,173,040			484,496
Minus: recognized as cost of goods sold upon revenue recognition		(195,241	)		(109,040	)
Minus: costs expensed due to project cancellation ⁽¹⁾		(3,068	)		(25,907	)
Foreign currency impact		(108,326	)		10,632
Balance, September 30	$	8,397,055		$	808,902

(1)

Inventory provision for the three months ending September 30:

	2024			2023
Balance, opening	$	(548,815	)		(47,664	)
Additions: cost expensed due to project cancellation		(3,068	)		(25,907	)
Foreign currency impact		5,389			(1,217	)
Balance, closing	$	(546,494	)		(74,788	)

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

10.

Development asset

Development projects are depreciated over the useful lives of the resulting assets once they become operational. The balance in development assets include costs incurred on self-owned projects. Detail of costs as at September 30, 2024 and 2023 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		337,089			16,321,698		541,666		17,200,453
Foreign currency impact		(122,376	)		-		-		(122,376	)
Balance, September 30, 2024	$	9,124,084			16,321,698		541,666	$	25,987,448

Balance, June 30, 2023	$	1,106,503			-		-	$	1,106,503
Additions		3,704,693			-		-		3,704,693
Foreign currency impact		23,400			-		-		23,400
Balance, September 30, 2023	$	4,834,596			-		-	$	4,834,596

	(1)	Addition of Battery energy storage systems for the three months ended September 30, 2024 relate to business acquisitions of Solar Flow-Through Funds Ltd. (Note 18).
	(2)	Addition of EV charge point systems for the three months ended September 30, 2024 relate to business acquisitions of Solar Flow-Through Funds Ltd. (Note 18).

11.

Trade and other payables

	September 30, 2024		June 30, 2024
Accounts payable and accrued liabilities	$	16,669,177	$	2,996,308
Due to related party (Note 22)		1,312,331		124,125
GST/HST payable		4,468,187		-
Other payable ⁽¹⁾		4,588,649		1,569,828
	$	27,038,344	$	4,690,261

(1)

Balance includes $4,158,947 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.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

12.

Unearned revenue

As of September 30, 2024 and 2023, the Company’s unearned revenue mostly consists of payments received for EPC projects not started yet.

	Three months ended September 30
	2024			2023
Beginning of the year	$	4,600,491			1,150,612
Recognition of revenue included in the beginning balance		(3,772,894	)		-
Net increase in unearned revenue recognized during the year		286,850			1,606,283
Foreign currency impact		(7,532	)		-
End of the year	$	1,106,915			2,756,895

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”). 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 to $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%.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

13.

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

The continuity of the right-of-use as of September 30, 2024 and 2023 is as follows:

Right-of-use assets	Office		IPP Facilities		Total
Cost:
Balance, June 30, 2024	$	313,887		946,943		1,260,830
Addition		-		7,042,994		7,042,994
Balance, September 30, 2024	$	313,887		7,989,937		8,303,824

Accumulated Depreciation:
Balance, June 30, 2024	$	123,501		52,201		175,702
Depreciation ⁽¹⁾		21,968		158,164		180,132
Balance, September 30, 2024	$	145,469		210,365		355,834
Net Book Value, September 30, 2024	$	168,418		7,779,572		7,947,990

Right-of-use assets	Office		IPP Facilities		Total
Cost:
Balance, June 30, 2023	$	197,719		-		197,719
Addition		-		-		-
Balance, September 30, 2023		197,719		-		197,719

Accumulated Depreciation:
Balance, June 30, 2023	$	53,232		-		53,232
Depreciation ⁽¹⁾		11,407		-		11,407
Balance, September 30, 2023	$	64,639		-		64,639
Net Book Value, September 30, 2023	$	133,080		-		133,080

(1)

Depreciation expense of $158,164 for IPP facilities is recorded in cost of goods sold for the three months ended September 30, 2024 (2023 - $Nil). The remaining $21,968 depreciation expense is recorded under operating expenses (2023 - $11,407).

The continuity of the lease liabilities as of September 30, 2024 and 2023 is as follows:

Lease liabilities	Office			IPP Facilities			Total
Balance, June 30, 2024	$	229,676			911,798			1,141,474
Additions		-			7,042,994			7,042,994
Payments		(26,737	)		(215,164	)		(241,901	)
Interest accretion		5,577			101,665			107,242
Balance, September 30, 2024	$	208,516			7,841,293			8,049,809
Current		100,839			520,758			621,597
Long term		107,677			7,320,535			7,428,212
Balance, September 30, 2024	$	208,516			7,841,293			8,049,809

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

13.

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

Lease liabilities	Office			Total
Balance, June 30, 2023	$	173,311			173,311
Payments		(14,484	)		(14,484	)
Interest accretion		4,252			4,252
Balance, September 30, 2023	$	163,079			163,079
Current		47,203			47,203
Long term		115,876			115,876
Net Book Value, September 30, 2023	$	163,079			163,079

The maturity analysis of the Company’s contractual undiscounted lease payments as of September 30, 2024 is as follows:

2025	$	734,730
2026		999,724
2027		898,009
2028		877,439
2028 onward		7,642,291
Total	$	11,152,193

14.

Loan payable

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 reception, 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 September 30, 2024, the loan payable balance included principal payable of $1,234,373 (USD $914,418), accrued interest payable of $33,279 (USD $24,653) 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 September 30, 2024, the Geddes project has a total value of $9,124,084 (June 30, 2024 - $8,909,371) which was recorded as Development Asset.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

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, September 30, 2024	$	31,430,877		4,925,500		36,356,377

Accumulated amortization:
Balance, June 30, 2024	$	108,553		-	$	108,553
Amortization		595,453		-		595,453
Balance, September 30, 2024	$	704,006		-	$	704,006
Net Book Value, September 30, 2024	$	30,726,871		4,925,500	$	35,652,371

(1)

Addition of FIT and BESS contracts for the three months ended September 30, 2024 is related to the business acquisitions of SFF (Note 18).

Intangible asset acquired from OFIT GM and OFIT RT (on November 1, 2023) and SFF (on July 8, 2024). No comparable intangible assets transactions during the three months ended September 30, 2023. Total amortization expenses of $595,453 are recorded in cost of goods sold for the three months ended September 30, 2024 (2023- $Nil).

16.

Long-term debt

	September 30, 2024		June 30, 2024
Highly Affected Sectors Credit Availability Program ⁽¹⁾	$	731,481	$	759,259
Long-term loans ⁽²⁾		55,531,840		4,068,139
Total		56,263,321		4,827,398
Less: current portion		5,525,871		448,229
Long-term portion	$	50,737,450	$	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 months ended September 30, 2024, the interest recorded and paid was $7,534 (2023 - $8,680).

	(2)	The Company assumed these loans from the acquisition of OFIT GM and OFIT RT (2 loans totalling $4,068,139) and SFF (51 loans totalling $49,323,661) (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 months ended September 30, 2024, the interest recorded and paid was $48,857.

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 months ended September 30, 2024, the Company recorded fair value change loss of $130,651 in the statements of income and comprehensive income.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

16.

Long-term debt (continued)

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% plus Canadian Overnight Repo Rate Average (“CORRA”) to 3.34% plus CORRA and with fixed interest rates ranging from 4.45% to 6.06%. The remaining term range of the loans are 3 to 17 years maturing between 2026 and 2040.

During the three months ended September 30, 2024, the interest recorded and paid was $636,235.

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 months ended September 30, 2024, the Company recorded fair value change loss of $882,174 in the statements of income and comprehensive income.

Estimated principal repayments are as follows:

2025	$	4,442,600
2026		5,727,874
2027		5,785,141
2028		8,829,344
2028 onwards		33,061,672
Total	$	57,846,631

17.

Tax equity

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 TEIs for their equity stakes are classified as debt on the consolidated statements of financial position and are measured at amortized cost using the effective interest rate (“EIR”) method. Amortized cost is affected by the allocation of ITCs (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 between 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 $3,863 related to ITC distribution as other income on the consolidated statements of income for the three months ended September 30, 2024 (2023: $12,793). $8,388 interest accretion was recognized for the three months ended September 30, 2024 (2023: $10,358)

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(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, Evans & Evans, Inc. shall revalue the BESS portfolio and SolarBank shall then issue SolarBank Shares having an aggregate value that is equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by Evans & Evans, Inc. plus the sale proceeds of any portion of the BESS portfolio that may be sold, in either case divided by the Agreement Date VWAP. The maximum number of additional shares issued for the CVRs will be 2,283,929 SolarBank Shares.

For the period during July 8, 2024 – September 30, 2024, SFF contributed revenue of $3,708,752 and net loss of $721,743.

Had the acquisition occurred on July 1, 2024, management estimates that the consolidated revenue would have been $16,317,988 and net income would have been $335,338 for the three months ended September 30, 2024.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(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 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	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 shared, 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 Due to related parties as at September 30, 2024.
	(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 three months ended September 30, 2024.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(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:

	●	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.

(b)

Financial risk management:

(i)

Credit risk and economic dependence:

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.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(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. See table below showing a few vendors who account for over 10% of total purchases as well as vendors who account for over 10% of outstanding accounts payable.

Three months ended

September 30, 2024

Revenue

% of Total Revenue

Customer A

9,359,888

Customer B

1,787,498

September 30, 2023	Revenue		% of Total Revenue
Customer A	$	5,318,304		69	%
Customer C	$	2,011,750		27	%

September 30, 2024	Account Receivable		% of Account Receivable
Customer A	$	915,063		24	%
Customer D	$	498,388		13	%

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

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

19.

Financial instruments (continued)

(iv)

Liquidity risk:

The following are the remaining contractual obligations as at September 30, 2024

	Total		Less than one year		1 to 3 years		3 to 5 years		More than 5 years
Long-Term Debt Obligations	$	57,846,631	$	4,442,600	$	11,513,015	$	17,548,096	$	24,342,920
Operating Lease Obligations		11,152,193		734,730		1,897,733		1,754,878		6,764,852
Loan payable		1,321,648		1,321,648		-		-		-
Other Long-term liabilities		361,336		361,336		-		-		-
Purchase Obligations		1,687,757		1,687,757		-		-		-
Accounts Payable and Accrued Liabilities		27,038,344		27,038,344		-		-		-
Total	$	99,407,909	$	35,586,415	$	13,410,748	$	19,302,974	$	31,107,772

(v)

Interest rate risk:

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 interest amount (added to the loan principal balance) of $12,806 (June 30, 2024 - $13,100).

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

20.

Share Capital

(a) Authorized

Unlimited number of common shares with no par value.

(b) Issued and outstanding share capital

On September 30, 2024, the Company had 30,821,707 common shares issued and outstanding (2023- 26,857,200). A summary of changes in share capital and contributed surplus is contained on the consolidated statements of changes in shareholders’ equity.

During the three months ended September 30, 2024, 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.

During the three months ended September 30, 2023, 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.

	Three months ended September 30
	2024			2023
Beginning of the period		7,873,000			7,983,000
Exercised		(55,000	)		(55,000	)
End of the period		7,818,000			7,928,000

Date granted	Expiry	Exercise price (CAD)		Balance outstanding and exercisable at September 30, 2024
03-Oct-2022	10-Jun-2027	$	0.10		2,500,000
01-Mar-2023	01-Mar-2026	$	0.75		318,000
01-Mar-2023	01-Mar-2028	$	0.50		5,000,000
					7,818,000
Weighted average exercise price				$	0.38
Weighted average remaining contractual life					3.11 years

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

20.

Share Capital (continued)

(d) Stock Options

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

Details of the stock option outstanding as at September 30, 2024 and 2023 are as follows:

	Three months ended
	September 30, 2024		September 30, 2023
Beginning of the period		2,759,000		7,759,000
Granted		-		-
Forfeited		-		-
End of the period		2,759,000		7,759,000

Date granted

Expiry

Exercise price (CAD)

Outstanding number of options at

September 30, 2024

Exercisable number of options at

September 30, 2024

04-Nov-2022

04-Nov-2027

0.75

2,759,000

1,379,500

During the three months ended September 30, 2024, compensation expense related to stock options was $110,667 (2023 - $381,398)

(e) Restricted Stock Units

	Three months ended
	September 30, 2024		September 30, 2023
Beginning and end of the period		265,000		265,000

Date granted	Vesting Date	Numbers outstanding and exercisable at September 30, 2024
4-Nov-2022	02-Aug-2023		250,000
13-Mar-2023	12-Mar-2024		7,500
13-Mar-2023	12-Mar-2025		7,500
			265,000

During the three months ended September 30, 2024, compensation expense related to RSU was $2,580 (2023 - $6,675)

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(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.

As at September 30, 2024	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		752,325		4,351,855		(832,326	)		(4,027,504	)		244,350			(1,749,227	)
OFIT RT		233,554		1,848,257		(139,637	)		(1,565,403	)		376,771			(623,280	)
2503072 Ontario Inc.		255,321		5,666,191		(377,385	)		(3,724,080	)		1,820,046			(896,852	)
2503225 Ontario Inc.		1,064,593		4,469,192		(696,752	)		(3,792,793	)		1,044,241			(523,165	)
2503903 Ontario Inc.		171,519		-		(219,929	)		(814,792	)		(863,202	)		434,970
Northern Development Solar 2016		110,793		1,472,217		(538,384	)		(1,119,144	)		(74,518	)		37,334
Sunshine Solar Ontario 2016 Inc.		73,819		-		(157,107	)		(56,455	)		(139,742	)		70,010
2469780 Ontario Inc.		102,458		1,396,528		(395	)		(1,352,815	)		145,777			(73,034	)
2405372 Ontario Inc.		26,693		55,779		(42,391	)		(21,965	)		18,116			(9,076	)
2405402 Ontario Inc.		121,886		2,231,165		(696,972	)		(513,500	)		1,142,579			(552,392	)
2405514 Ontario Inc		108,930		4,415,184		(159,340	)		(2,126,670	)		2,238,102			(1,121,289	)
2405799 Ontario Inc.		280,443		1,484,418		(151,477	)		(1,849,901	)		(236,517	)		118,495
2467260 Ontario Inc.		44,386		35,110		-			(88,839	)		(9,343	)		4,681
Icarus Whitesand Solar Limited Partnership		425,091		3,665,936		(43,632	)		(2,551,594	)		1,495,802			(220,678	)
1000234763 Ontario Inc.		1,154,495		15,356,369		(135,159	)		(12,886,666	)		3,489,040			(1,748,137	)
1000234813 Ontario Inc.		656,782		7,055,560		(748,520	)		(6,042,831	)		920,991			(461,505	)
SPN LP7		1,747,444		10,138,665		(235,442	)		(5,916,867	)		5,733,800			(2,872,637	)
2387276 Ontario Inc.		1,465,296		9,853,253		(254,925	)		(7,262,030	)		3,801,594			(1,904,599	)
2387282 Ontario Inc.		1,640,405		17,205,393		(533,802	)		(11,352,673	)		6,959,323			(3,489,627	)
2387281 Ontario Inc.		701,327		3,942,852		(88,276	)		(3,007,303	)		1,548,599			(775,848	)
2387280 Ontario Inc.		675,083		2,916,290		(58,090	)		(2,513,197	)		1,020,085			(766,184	)
2391395 Ontario Inc.		412,256		2,150,339		(54,702	)		(1,515,348	)		992,545			(497,265	)
	$	12,228,134	$	99,710,553	$	(7,093,431	)	$	(74,102,370	)	$	30,742,886		$	(17,574,588	)

As at June 30, 2024	Current assets		Non-current assets		Current liabilities			Non-current liabilities			Net assets (liabilities)			Carrying amount of NCI

2467264 Ontario Inc.	$	2,343	$	-	$	(927,790	)	$	-		$	(925,447	)	$	44,717
OFIT GM		560,757		4,526,687		(770,469	)		(4,039,128	)		277,846			(1,758,919	)
OFIT RT		159,990		1,917,063		(98,215	)		(1,569,411	)		409,428			(639,641	)
		723,090		6,443,750		(1,796,474	)		(5,608,539	)		(238,173	)		(2,353,842	)

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

21.

Non-Controlling Interest (continued)

Three months ended September 30, 2024	Net loss and comprehensive loss			Allocated to NCI

2467264 Ontario Inc.	$	(106	)	$	-
OFIT GM		(33,498	)		(16,782	)
OFIT RT		(32,657	)		(16,361	)
2503072 Ontario Inc. ⁽¹⁾		(103,529	)		(51,868	)
2503225 Ontario Inc. ⁽¹⁾		(141,910	)		(71,097	)
2503903 Ontario Inc. ⁽¹⁾		81			40
Northern Development Solar 2016 ⁽¹⁾		(92,967	)		(46,577	)
Sunshine Solar Ontario 2016 Inc. ⁽¹⁾		193			97
2469780 Ontario Inc. ⁽¹⁾		(52,380	)		(26,243	)
2405372 Ontario Inc. ⁽¹⁾		141			71
2405402 Ontario Inc. ⁽¹⁾		(115,210	)		(57,720	)
2405514 Ontario Inc. ⁽¹⁾		(123,240	)		(61,743	)
2405799 Ontario Inc. ⁽¹⁾		(46,438	)		(23,266	)
2467260 Ontario Inc. ⁽¹⁾		47			24
Icarus Whitesand Solar Limited Partnership ⁽¹⁾		(117,890	)		(17,683	)
1000234763 Ontario Inc. ⁽¹⁾		(39,556	)		(19,778	)
1000234813 Ontario Inc. ⁽¹⁾		(51,954	)		(25,977	)
SPN LP7 ⁽¹⁾		(258,226	)		(129,371	)
2387276 Ontario Inc. ⁽¹⁾		(128,332	)		(64,294	)
2387282 Ontario Inc. ⁽¹⁾		187,796			94,086
2387281 Ontario Inc. ⁽¹⁾		(77,290	)		(38,722	)
2387280 Ontario Inc. ⁽¹⁾		2,240			1,681
2391395 Ontario Inc. ⁽¹⁾		(58,517	)		(29,317	)
	$	(1,283,202	)	$	(600,800	)

(1)

Entity acquired through SFF acquisition. Net income (loss) considered above is for the acquired period of July 8 to September 30, 2024.

Three months ended September 30, 2023	Net loss and comprehensive loss			Allocated to NCI

2467264 Ontario Inc.	$	(8,506	)	$	-
		(8,506	)		-

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

22.

Related Party Balances and Transactions

As at September 30, 2024, included in trade and other payable was $1,312,331 (June 30, 2024- $124,125) due to directors and other members of key management personnel (Note 11).

As at September 30, 2024, included in Due to related parties balance was $5,922,000 relating to fair value of CVR (Note 18(3)).

Key management compensation

The remuneration of directors and other members of key management personnel, for the three months ended September 30, 2024 and 2023 were as follows:

	2024		2023
Short-term employee benefits	$	703,227	$	299,599
Share-based compensation	$	72,160	$	180,546

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

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.

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(Expressed in Canadian Dollars)

(Unaudited)

23.

Capital Management

	September 30, 2024		June 30, 2024
Long-term debt -non-current portion (Note 16)	$	50,737,450		4,379,169
Shareholders’ Equity	$	63,401,476		18,724,301

24.

Segment Information

Segmented information is reviewed by the Company’s chief decision maker to assess performance and allocate resources within the Company. The Company has one operating segment, principally being development and operation of solar photovoltaic power generation projects.

(a)

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 months ended September 30, 2024 and 2023 are as follows:

	Revenue from external customers				Non-current assets
	Three months ended September 30,
	2024		2023		September 30, 2024		June 30, 2024
Canada	$	6,619,182		336,311	$	138,257,264		6,528,325
United States		9,386,139		7,344,950		9,946,065		9,762,674
	$	16,005,321		7,681,261	$	148,203,329		16,290,999

SOLARBANK CORPORATION

Notes to Condensed Consolidated Interim Financial Statements

For the three months ended September 30, 2024 and 2023

(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 months ended September 30, 2024 was 26.5% (June 30, 2024 - 26.5%).

26.

Earnings per share

The calculation of earnings per share for the three months ended September 30, 2024 and 2023 are as follows:

	September 30, 2024		September 30, 2023

Net income (loss)		241,092		2,038,968

Basic weighted average number of shares outstanding		30,459,369		26,806,183
Dilution of securities		10,068,155		10,316,617
Diluted weighted average number of shares outstanding		40,527,524		37,122,800

Earnings per share
Basic		0.01		0.08
Diluted		0.01		0.05

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 September 30, 2024.

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 July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2024

“Dr. Richard Lu”
Dr. Richard Lu
Chief Executive Officer

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 September 30, 2024.

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)

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 July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2024

“Sam Sun”
Sam Sun
Chief Financial Officer

Exhibit 99.5

SolarBank Announces First Quarter Results

108% increase in revenues to $16.0 million of revenue for the quarter compared to $7.7 million in Q1 2024

361% growth in assets to $181.0 million following Solar Flow-Through Funds Ltd. Acquisition

This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated May 23, 2024 to its short form base shelf prospectus dated May 2, 2023

Toronto, Ontario, November 14, 2024 — SolarBank Corporation (Nasdaq: SUUN) (Cboe CA: SUNN) (FSE: GY2) (“SolarBank” or the “Company”) reports first quarter fiscal 2025 interim financial results. All financial figures are in Canadian dollars and in accordance with International Financial Reporting Standards (IFRS) as presented in the interim consolidated financial statements.

Fiscal Year to Date Highlights (All Amounts are for the Three Month Period)

	●	108% increase in revenue to $16.0 million of revenue compared to $7.7 million in 2024;
	●	1,099% increase in cash flow from operating activities to $8.1 million compared to $0.7 million in 2024;
	●	361% growth in assets to $181.0 million following Solar Flow-Through Funds Ltd. Acquisition, as compared to $39.2 million as at June 30, 2024;
	●	Adjusted EBITDA⁽¹⁾of $2.4 million compared to $0.6 million for 2024;
	●	Net income of $0.2 million, or $0.01 per basic share, compared to net income of $2.0 million, or $0.08 per basic share in in 2024. The decrease in net income includes major items below:

	○	Depreciation expense of $1.5 million, compared to $22 thousand in 2024
	○	Interest expense of $0.8 million following as compared to $0.02 million in 2024;
	○	Expense of $1.1 million in professional fees that were higher principally due to the acquisition of Solar Flow-Through Funds Ltd. that closed during the quarter; and
	○	Current and deferred income tax expense of $0.8 million, compared to an income tax recovery of $0.04 million in 2024.

●

$45.0 million valued acquisition of Solar Flow-Through Funds Ltd. (“SFF”) completed during the quarter (valuation includes shares that were previously held by the Company).

Dr. Richard Lu, President and CEO of SolarBank commented: “When SolarBank completed its IPO in March 2023 one of the primary goals was growth of the independent power producer (IPP) portfolio. This quarter marked a major milestone with the closing of the SFF acquisition which has a resulted in a significant increase in SolarBank’s IPP assets and recurring revenues. I am expecting another exciting year of growth for SolarBank. I fully agree with Elon Musk’s statement on November 12^th – Solar power will be the vast majority of power generation in the future.”

⁽¹⁾EBITDA and Adjusted EBITDA are non-IFRS financial measures with no standardized meaning under IFRS, and therefore they 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” in this News Release.

Summary of Quarterly Results (All Amounts are for the Three Month Period)

Quarter Ended	September 30, 2024		September 30, 2023
Statement of Income and Comprehensive Income
Total Revenue	$	16,005,321	$	7,681,261
Cash flow from operating activities	$	8,115,251	$	676,858
Adjusted EBITDA (a non-IFRS measure)	$	2,423,979	$	676,858
Net income	$	241,092	$	2,125,734
Basic earnings per share	$	0.01	$	0.08
Diluted earnings per share	$	0.01	$	0.05

The Company ended the first quarter of fiscal 2025 with $32.8 million in current assets, as compared to $17.6 million in current assets as of year end June 30, 2024. The increase is principally the result of the closing of the acquisition of SFF.

Current liabilities increased from $13.4 million as of year ended June 30, 2024 to $36.1 million in the current quarter, mainly due to an increase in trade and other payables and the current portion of long-term debt.

For complete details please refer to the unaudited condensed interim consolidated financial statements and associated Management Discussion and Analysis for the three months ended September 30, 2024, available on SEDAR+ (www.sedarplus.ca).

The Company notes that the execution of the Company’s growth strategy depends upon the continued availability of third-party financing arrangements for the Company and its customers and the Company’s future success depends partly on its ability to expand the pipeline of its energy business in several key markets. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for solar and battery storage power, which could cause demand for the Company’s services to decline. Further the forecasted MW capacity of a solar project may not be reached. Please refer to “Forward-Looking Statements” for additional discussion of the assumptions and risk factors associated with the statements in this press release.

Conference Call November 14, 2024 at 4:30PM ET

The Company will review financial results and provide a business update. Interested parties can register for the webinar using the information below:

https://events.teams.microsoft.com/event/5c8f3799-f6e0-4f7f-b881-6d6015e2044a@f90ea049-87a1-4082-95af-7e4e24c02cb4

After registering, you will receive a confirmation email containing information about joining the webinar.

Non-IFRS Financial Measures

The Company has disclosed certain non-IFRS financial measures and ratios in this press, 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 52-112”) 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.

Adjusted EBITDA

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

	●	Income tax expense;

	●	Finance costs;

	●	Amortization and depreciation.

	●	Non-operating income or expenses;

	●	Non-recurring gains or losses;

	●	Impairment charges or reversals;

	●	Listing fees or costs related to equity offerings;

	●	Foreign exchange gains or losses

Management believes Adjusted EBITDA is a valuable indicator of the Company’s ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures. Management uses Adjusted EBITDA for this purpose. EBITDA is also frequently used by investors and analysts for valuation purposes whereby Adjusted EBITDA is multiplied by a factor or “EBITDA multiple” based on an observed or inferred relationship between Adjusted EBITDA and market values to determine the approximate total enterprise value of a Company. Management also believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results because it is consistent with the indicators management uses internally to measure the Company’s performance and is an indicator of the performance of the Company’s renewable energy project development and operations.

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 cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined by IFRS. Other companies may calculate Adjusted EBITDA differently.

Three months ended	September 30, 2024			September 30, 2023
		$			$
Net income (loss) per financial statements		241,092			2,038,967
Add:
Depreciation expense		1,507,854			21,978
Interest (income)/expense, net		582,881			(59,088	)
Income tax and Deferred income tax expense		805,478			(37,740	)
Fair value change (gain)/loss		(618,636	)		—
Other (income)/expense		(94,690	)		(1,371,837	)

Adjusted EBITDA		2,423,979			592,280

About SolarBank Corporation

SolarBank Corporation is an independent renewable and clean energy project developer and owner focusing on distributed and community solar projects in Canada and the USA. The Company develops solar, Battery Energy Storage System (BESS) and EV Charging projects that sell electricity to utilities, commercial, industrial, municipal and residential off-takers. The Company maximizes returns via a diverse portfolio of projects across multiple leading North America markets including projects with utilities, host off-takers, community solar, and virtual net metering projects. The Company has a potential development pipeline of over one gigawatt and has developed renewable and clean energy projects with a combined capacity of over 100 megawatts built. To learn more about SolarBank, please visit www.solarbankcorp.com.

For further information, please contact:

SolarBank Corporation

Tracy Zheng

Email: tracy.zheng@solarbankcorp.com

Phone: 416.494.9559

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements and forward-looking information ‎within the meaning of Canadian securities legislation (collectively, “forward-looking ‎statements”) that relate to the Company’s current expectations and views of future events. ‎Any statements that express, or involve discussions as to, expectations, beliefs, plans, ‎objectives, assumptions or future events or performance (often, but not always, through the ‎use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will ‎continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, ‎‎”projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be ‎forward-looking statements and may involve estimates, assumptions and uncertainties ‎which could cause actual results or outcomes to differ materially from those expressed in ‎such forward-looking statements. In particular and without limitation, this press release ‎contains forward-looking statements pertaining to the Company’s expectations regarding its industry trends and overall market growth; the Company’s growth strategies; the expected energy production from the solar power projects mentioned in this press release; the megawatt capacity and type of future solar projects; continued growth of the Company; 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 press release should not be unduly relied upon. These ‎statements speak only as of the date of this press release.

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

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 press release are expressly qualified in their entirety by ‎this cautionary statement.

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SUUN SolarBank Corporation