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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2024.

Commission File Number 001-41976

Solarbank Corporation

(Translation of registrant’s name into English)

505 Consumers Rd., Suite 803

Toronto, Ontario, M2J 4Z2 Canada

(Address of principal executive office)

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

Form 20-F ☐ Form 40-F ☒

INCORPORATION BY REFERENCE

Each of the Exhibits 99.1-99.6 to this report on Form 6-K furnished to the SEC is expressly incorporated by reference into the Registration Statement on Form F-10 of SOLARBANK CORPORATION (File No. 333-279027), as amended and supplemented.

SIGNATURES

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

Date May 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 and nine months ended March 31, 2024

99.2		Condensed Consolidated Interim Unaudited Financial Statements for the three and nine months ended March 31, 2024

99.3		Material Change Report, dated October 26, 2023 (incorporated by reference to Exhibit 99.84 to the Registrant’s Amended Registration Statement on Form 40-F/A, filed with the Commission on March 28, 2024) (File No. 0001-41976).

99.4		Material Change Report, dated October 13, 2023 (incorporated by reference to Exhibit 99.79 to the Registrant’s Amended Registration Statement on Form 40-F/A, filed with the Commission on March 28, 2024) (File No. 0001-41976).

99.5		Material Change Report, dated September 28, 2023 (incorporated by reference to Exhibit 99.70 to the Registrant’s Amended Registration Statement on Form 40-F/A, filed with the Commission on March 28, 2024) (File No. 0001-41976).

99.6		Material Change Report, dated July 6, 2023 (incorporated by reference to Exhibit 99.58 to the Registrant’s Amended Registration Statement on Form 40-F/A, filed with the Commission on March 28, 2024) (File No. 0001-41976).

99.7		Form 52-109F2 - Certification of Interim Filings of Chief Executive Officer dated May 13, 2024

99.8		Form 52-109F2 - Certification of Interim Filings of Chief Financial Officer dated May 13, 2024

99.9		News Release announcing results for the three and nine months ended March 31, 2024 dated May 14, 2024

Exhibit 99.1

Management’s Discussion and Analysis

For the Three and Nine Months End March 31, 2024

	Contact Information :

	SolarBank Corporation (Formerly Abundant Solar Energy Inc.)
	505 Consumers Road, Suite 803
	Toronto, ON M2J 4V8
	Contact Person: Mr. Sam Sun, CFO
	Email: info@solarbankcorp.com

The following Management Discussion and Analysis (“MD&A”) of the financial condition and results of operations of SolarBank Corporation. (“SUNN” or the “Company”) was prepared by management as of May 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 and nine months ended March 31^st, 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 and head office at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4V8. The Company was originally founded in Canada in 2013 as Abundant Solar Energy Inc, and in 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 is shifting its business model from a “develop to sell” strategy to the ownership of renewable projects as an Independent Power Producer. The Company will accelerate its portfolio growth via organic growth and M&A.

Development of the Business

USA

The Company is focused on its key markets in New York, Maryland and California. In New York, the Company has 3 projects that reached Notice to Proceed (“NTP”) stage and construction started in November 2023. The Company reached Permission to Operate (“PTO”) for 1 project in New York in January 2024. The Company also expects to reach PTO for a 3.7 MW project by the end of FY2024; this project is to be owned by the Company subject to receipt of financing. Around 20 projects are under utility interconnection studies. In addition, the Company is working on sites origination of 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.

Canada

The Company entered into an EPC agreement for the construction of three separate Battery Energy Storage System (“BESS”) projects in October 2023 in Ontario.

The Company commenced construction on a 1.4MW DC rooftop solar project in Alberta. In addition, 2 projects in Alberta and 3 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.

Acquisitions

The Company acquired control of two corporations, OFIT GM Inc. (“OFIT GM”) and OFIT RT Inc. (“OFIT RT,”), (the “Purchased Entities”) as a result of Share Purchase Agreements entered into on October 23, 2023 (the “SPAs”). The Purchased Entities hold solar projects located in Ontario with a combined capacity of 2.5 MW and have been operating since 2017. The transaction closed on November 1, 2023. The shares of the Purchased Entities were acquired from N. Fine Investments Limited and Linden Power Inc. Pursuant to the terms of the SPAs, the Company acquired 49.9% ownership of OFIT RT Inc. and 49.9% ownership of OFIT GM Inc.

The Company also acquired 100% interest in the US1 Project and VC1 Project on December 5, 2023, both located in New York (the “Projects)”. The Company previously held a 67% interest in the Projects and has now acquired the remaining 33% from the minority interest shareholder. The Projects have a combined installed capacity of 687.6 kW DC.

The Company acquired a development stage solar project located in the Town of Camillus, New York on a closed landfill. The Company intends to develop a 3.15 MW DC ground-mount solar power project on the site that will operate as a community solar project.

Recent Developments

Since the commencement of the quarter ended March 31, 2024, the Company achieved the following business objectives:

●

January 2024: The 3.7 MW Geddes project completed mechanical construction. This is the largest project to date to be owned by the Company (subject to financing). The next step is completion of final electrical work and acceptance testing. The Project is expected to become operational during the second quarter of 2024.

●

January 2024: The Company executed a lease agreement on a site in Greenville, New York. The Company intends to develop two 7 MW DC ground-mount solar power projects on the site. The Company also executed a lease agreement on a 3 MW DC ground mount site in Nasau, New York.

●

January 2024: The Manlius, New York community solar project has reached permission to operate stage (PTO) on January 24, 2024. National Grid has confirmed that the Manlius Project has been formally accepted, successfully commissioned and it is authorized to produce power.

●

February 2024: The Company executed lease agreements on two closed landfill sites located in Skaneateles, New York and Lewiston, New York. The Company intends to develop three ground-mount solar power projects on the sites with a capacity of 19.3 MW DC.

●

February 2024: The Company received approval to list its common shares (the “Shares”) on the Cboe Canada stock exchange with trading commencing on February 14, 2024. The Shares were concurrently delisted from the Canadian Securities Exchange.

●

February 2024: Renewable energy professional Chelsea L. Nickles is appointed to the Company’s Board of Directors as an independent director.

●

March 2024: The Company entered into a definitive agreement with Solar Flow-Through Funds Ltd. (“SFF”) to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of up to $41.8M in an all stock deal. This transaction values SFF at up to $45M but the consideration payable excludes the common shares of SFF currently held by the Company.

●

March 2024: The Company acquired a development stage solar project located in the Town of Camillus, New York on a closed landfill. The Company intends to develop a 3.15 MW DC ground-mount solar power project on the site that will operate as a community solar project. The acquisition deal closed in April 2024.

●

April 2024: The Company commenced trading on the Nasdaq Global Market at opening of Monday, April 8, 2024 under the symbol “SUUN”.

●

April 2024: The Company reached mechanical completion on the SB-1, SB-2 and SB-3 Community Solar Projects acquired by Honeywell International Inc. (“Honeywell”). The projects are being constructed under an engineering, procurement, and construction (“EPC”) Contract with SolarBank. SolarBank also expects that it will retain an operations and maintenance contract for the projects following the completion of construction

●

April 2024: The Company commenced construction on a 1.4 MW DC rooftop solar project in Alberta as a pilot project. This project received interconnection approval in December 2023, full permitting in March 2024, and is currently undergoing the process of engineering and final design. Construction is expected to be completed in November 2024.

●

April 2024: The Company partnered with TriMac Engineering of Sydney, Nova Scotia to develop a 10 MW DC community solar garden in the rural community of Enon, Nova Scotia, and three 7 MW DC projects in Sydney, Halifax and Annapolis, Nova Scotia respectively (the “NS Projects”). The NS Projects are being developed under a Community Solar Program that was announced by the Government of Nova Scotia on March 1, 2024 and owned by AI Renewable Fund.

●

May 2024: The Company announced that it has executed a lease agreement on a 29.6 acre site in Black Creek, New York. SolarBank intends to develop a 3.2 MW DC ground-mount solar power project on the site.

Selected Quarterly Information

The following table shows selected financial information for the Company for the three and nine months period ended March 31, 2024 and 2023 and should be read in conjunction with the Company’s consolidated financial statements as at March 31, 2024 and June 30, 2023, 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 March 31	2024 $			2023 $
Revenue		24,074,947			706,856
Revenue – EPC		23,435,444			684,296
Revenue – development		27,207			-
Revenue – IPP production		121,761			-
Revenue – O&M		20,220			22,560
Revenue – other services		470,315			-
Cost of goods sold		(18,686,509	)		(51,601	)
Net income (loss)		3,499,241			3,074,090
Earning (loss) per share		0.13			0.11

For the nine months ended March 31	2024 $			2023 $
Revenue		50,400,013			9,152,242
Revenue – EPC		47,477,484			9,082,473
Revenue – development		2,106,625			-
Revenue – IPP production		259,279			-
Revenue – O&M		86,310			69,769
Revenue – other services		470,315			-
Cost of goods sold		(40,130,961	)		(6,895,613	)
Net income		5,522,702			3,426,589
Earning per share		0.20			0.13

	March 31, 2024 $		June 30, 2023 $
Total assets		39,456,583		24,969,537
Total current liabilities		8,184,142		7,083,876
Total non-current liabilities		3,929,978		1,254,465

The following discussion addresses the operating results and financial condition of the Company for the three and nine months ended March 31^st, 2024 compared with the three and nine months ended March 31^st, 2023.

Result of Operations

Three and nine months ended March 31, 2024 compared to the three and nine months ended March 31, 2023

Trend

In fiscal 2024, 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 the fiscal 2024 as three projects (total of 21MW) in the US sold to Honeywell International started construction this quarter. Total EPC contract value is US$41 million. The Company acts as EPC contractor. In addition, the Geddes Project (currently owned by the Company) are expected to finish the construction and reach PTO in 2024.

The net income for the three months ended March 31, 2024 increased by $425,151 compared to the net income for the three month ended March 31, 2023 with $3,499,241 net income recognized during the third quarter of 2024 as compared to a net income of $3,074,090 for the third quarter of 2023.

The net income for the nine months ended March 31, 2024 increased by $2,096,113 compared to the net income for the nine month ended March 31, 2023 with $5,522,702 net income recognized during the period as compared to a net income of $3,426,589 for the same period in fiscal 2023.

Key business highlights and projects updates in FY2024

●	*Existing projects*

Name	Location	Size (MWdc/MWh)	Timeline	Milestone	Current Status
US1	New York, USA	0.4	December 2022	Reach PTO (permission to operate)	EPC project. It reached substantial completion in December 2022. The Company acquired 100% of the project in December 2023
VC1	New York, USA	0.3	December 2022	Reach PTO (permission to operate)	EPC project. It reached PTO in December 2022. The Company acquired 100% of the project in December 2023
Manlius	New York, USA	5.7	January 2024	Reach PTO (permission to operate)	EPC project. It reached PTO in January 2024
Geddes	New York, USA	3.7	Q1 FY2025	Reach PTO (permission to operate)	Construction started in September 2023. This is the largest project to date to be owned by the Company (subject to financing).
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
BESS	Ontario, Cananda	Discharge: 4.74 Storage: 18.96	Q1FY2026	Reach PTO (permission to operate)	EPC project. EPC agreement entered Oct. 3, 2023 for the construction of 3 separate BESS 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

June
2024

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

800,000

31,428

Equity financing, working capital

Phase 1 is expected to have a construction start date of June 2024.

Interconnection for Phase 2 will be filed with the utility pending the final results of Phase 1. The Alberta Utilities Commission (“AUC”) has announced a pause on approvals of new renewable electricity generation projects over one megawatt until Feb. 29, 2024. This pause has impacted the Company’s receipt of interconnection approval for the project from the AUC.

Richmond 2

New York, USA

7.0

December
2025

NTP

400,000

10,642

Equity financing, working capital

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

Hardie

New York, USA

7.0

December
2024

NTP

300,000

22,250

Equity financing, working capital

Gainsville

New York, USA

7.0

December 2024

NTP

400,000

10,750

Equity financing, working capital

6882 Rice Road

New York, USA

5.2

December 2024

NTP

800,000

34,150

Equity financing, working capital

SUNNY

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

127,174

Equity financing, working capital

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

Camillus

New York USA

3.15

September 2024

NTP

100,000

Equity financing, working capital

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

Revenue

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

	Three Months Ended March 31							Nine Months Ended March 31
	2024		2023		Change			2024		2023		Change
EPC services		23,435,444		684,296		22,751,148			47,477,484		9,082,473		38,395,011
Development fees		27,207		-		27,207			2,106,625		-		2,106,625
IPP Production		121,761		-		121,761			259,279		-		259,279
O&M services		20,220		22,560		(2,340	)		86,310		69,769		16,541
Other services		470,315		-		470,315			470,315		-		470,315
Total Revenue		24,074,947		706,856		23,368,091			50,400,013		9,152,242		41,247,771

The following table shows the significant changes in revenue from 2023

	Three months			Nine months		Explanation
EPC services		22,751,148			38,395,011	Increase due to $.6.M earned from Manlius and $32.2M earned from Settling Basins projects in FY24, $22.6M from Settling Basins earned in Q3. In FY23, $6.0M earned from Richmond and Portland projects, $1.4M earned from US1&VC1, and $0.7M from SCA project. $516k earned from BESS in FY23 Q3.
Development fees		27,207			2,106,625	In FY24, $2M earned from Settling Basins projects in Q1. No project has been sold at NTP in FY2023.
IPP Production		121,761			259,279	IPP production from US1 & VC1 acquired June 2023 and OFIT GM & OFIT RT acquired November 2023
O&M services		(2,340	)		16,541	No significant changes
Other services		470,315			470,315	Canadian Renewable Conservation Expenditure (“CRCE”) Solar Project started Q3 FY2024.
Total		23,368,091			41,247,771

Expenses

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

Expenses	Three Months Ended March 31									Nine Months Ended March 31
	2024			2023			Change			2024			2023			Change
Cost of goods sold		(18,686,509	)		(51,601	)		(18,634,908	)		(40,130,961	)		(6,895,613	)		(33,235,348	)
Operating expense:
Advertising and promotion		(1,879,006	)		(47,719	)		(1,831,287	)		(3,357,708	)		(86,332	)		(3,271,376	)
Consulting fees		(320,117	)		(448,673	)		128,556			(1,076,791	)		(781,435	)		(295,356	)
Depreciation		(47,370	)		(12,846	)		(34,525	)		(118,668	)		(36,185	)		(82,483	)
Insurance		(89,752	)		(29,391	)		(60,361	)		(217,010	)		(87,179	)		(129,831	)
Listing fees		(183,711	)		(68,517	)		(115,194	)		(183,711	)		(99,491	)		(84,220	)
Office, rent and utilities		(127,156	)		(75,704	)		(51,452	)		(337,544	)		(222,983	)		(114,561	)
Professional fees		(244,341	)		(482,659	)		238,318			(871,698	)		(637,401	)		(234,297	)
Repairs and maintenance		(65,014	)		(15,449	)		(49,565	)		(111,861	)		(17,299	)		(94,562	)
Salary and Wages		(389,902	)		(160,888	)		(229,014	)		(867,318	)		(576,853	)		(290,465	)
Stock based compensation		(108,408	)		(2,621,451	)		2,513,043			(758,507	)		(2,621,451	)		1,862,944
Travel and events		(53,019	)		(21,022	)		(31,997	)		(224,253	)		(113,924	)		(90,329	)
Total operating expenses		(3,507,796	)		(3,984,319	)		(476,523	)		(8,125,069	)		(5,300,533	)		(2,824,536	)
Total Expenses		(22,194,305	)		(4,035,920	)		(18,158,385	)		(48,256,030	)		(12,196,146	)		(36,059,884	)

The following table shows the significant changes in expenses from 2023:

	Three months			Nine months			Management Commentary
Cost of goods sold		(18,634,908	)		(33,235,348	)	Consistent with increase in revenue.
Operating expense:
Advertising and promotion		(1,831,287	)		(3,271,376	)	Additional costs incurred in FY24 relating to marketing expenditure to build the awareness of the Company
Consulting fees		128,556			(295,356	)	$207k bonus paid in FY23 Q3 for completion of Richmond and Portland projects. In first 2 quarters of FY24, there were increased consulting fees relating to exploring investor markets and preparation for Cboe and Nasdaq listings.
Depreciation		(34,525	)		(82,483	)	Increase related to depreciation of IPP facilities acquired in June and October 2023.
Insurance		(60,361	)		(129,831	)	Insurance was higher due to increased activity and higher director and officer insurance premiums following completion of the IPO. Increase also affected by higher revenue and new companies acquired.
Listing fees		(115,194	)		(84,220	)	$184k listing fees for Cboe and Nasdaq in FY24.
Office, rent and utilities		(51,452	)		(114,561	)	Increase in rent costs due to new IPP facilities acquired.
Professional fees		238,318			(234,297	)	Increase due to audit fees, due diligence work on acquisitions, tax preparations, and fees for new hires. Decrease in Q3 due to $211k legal fees accrued due to accumulation of unbilled legal fees in FY23 Q3.
Repairs and maintenance		(49,565	)		(94,562	)	Increase in maintenance costs due to new car and IPP facilities acquired.
Salary and Wages		(229,014	)		(290,465	)	Increase in salary due to 4 new employees hired in FY24 and $120k bonus paid in FY24 Q3.
Stock based compensation		2,513,043			1,862,944		Employee stock compensation started March 2023 and 50% vested November 2023. $1.8M advisory warrants also vested March 2023.
Travel and events		(31,997	)		(90,329	)	More travel and seminars activities in FY2024 to grow the company’s pipeline
Total operating expenses		(476,523	)		(2,824,536	)
Total Expenses		(18,158,385	)		(36,059,884	)

Other Income (Expense)

For the three months ended March 31, 2024, the Company had other income of $3,534,692 compared to other income of $6,363,363 for the three months ended March 31, 2023. Other income for the three months ended March 31, 2024 consists mainly of bad debt recovery of $3,376,686, foreign exchange gain of $65,715 and other income of $92,271. Other income for the three months ended March 31, 2023 consists mainly of Pre-Construction Development Costs recovered from IESO of $6,338,640, CESIR refund of $18,327, and other income of $6,396.

For the nine months ended March 31, 2024, the Company had other income of $5,270,382 compared to other income of $6,473,127 for the nine months ended March 31, 2023. Other income for the nine months ended March 31, 2024 consists mainly of bad debt recovery of $4,839,438, gain from acquisition of non-controlling interest of $195,893, foreign exchange gain of $160,748 and other gain of $74,758. Other income for the nine months ended March 31, 2023 consists mainly of Pre-Construction Development Costs recovered from IESO of $6,338,640, foreign exchange gain of $114,900, CESIR refund of $18,327, government subsidies of $2,808, offsetting by interest expense of $1,548.

Impairment Loss

The impairment loss of $1,124,791 determined on March 31, 2024 relates to 702,820 SFF shares acquired prior to March 27, 2024. After the Company entered a definitive agreement with SFF on March 20, 2024 to acquire all issued and outstanding common shares of SFF, the Company determined that the shares previously acquired were overvalued based on the terms of the acquisition agreement. An impairment loss was recorded to reflect the contingent portion of the acquisition agreement. See point (4) under Legal Matters and Contingent Assets section for more detail on the agreement.

Net Income

The net income for the three months ended March 31, 2024 was $3,499,241 for income per share of $0.13 based on 27,136,075 outstanding shares versus $3,074,090 for an income per share of $0.11 based on 26,800,000 outstanding shares for the comparative period.

The net income for the nine months ended March 31, 2024 was $5,522,702 for earning per share of $0.20 based on 26,993,260 outstanding shares versus $3,426,589 for a income per share of $0.13 based on 26,800,000 outstanding shares for the comparative period.

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 the town of Manlius, New York, over a solar panel project on town property that is being developed by SolarBank. The lawsuit was filed challenging the approval of the Manlius landfill. SolarBank is not named in the lawsuit; however, in cooperation with the town, SolarBank is vigorously defending this suit. On October 5, 2022 by decision of the State of New York Supreme Court, the lawsuit was dismissed. However, on October 19, 2022 an appeal was filed by the petitioners in the Appellate Division of the State of New York Supreme Court. On March 15, 2024 the Appellate Division of the State of New York Supreme Court dismissed the appeal. The petitioners having remaining appeal rights the timelines of which have not yet expired. The likelihood of success in these lawsuits cannot be reasonably predicted.

(2)

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

(3)

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

(4)

On March 20, 2024, the Company entered into a definitive agreement with Solar Flow-Through Funds Ltd. (“SFF”) to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of up to $41.8 million in an all stock deal (the “SFF Transaction”). The SFF Transaction values SFF at up to $45 million but the consideration payable excludes the common shares of SFF currently held by SolarBank.

Under the terms of the SFF Transaction, the Company has agreed to issue up to 5,859,567 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 SFF Transaction represents a 7% premium to a valuation report prepared by Evans & Evans, Inc. on SFF and its assets.

The consideration for the SFF Transaction consists of an upfront payment of approximately 3,575,638 SolarBank Shares (Cdn$25.53 million) and a contingent payment representing up to an additional 2,283,929 SolarBank Shares ($16.31 million) that will be issued in the form of contingent value rights (“CVRs”). The SolarBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between SFF, the Ontario Independent Electricity System Operator (“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) Cdn$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.

Summary of Quarterly Results

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

Revenue		24,074,947		18,643,804			7,681,261		9,245,267
Income (Loss) for the period		3,499,241		(15,508	)		2,038,968		(1,076,836	)
Earning (Loss) per share (basic and diluted)		0.13 (basic) 0.09 (diluted)		(0.00) (basic)			0.08 (basic) 0.05 (diluted)		(0.06) (basic)

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

Revenue	706,856	2,964,934	5,480,452	388,369
Income (Loss) for the period	3,064,872	89,468	225,957	(880,801	)
Income (Loss) per share (basic and diluted)	0.11 (basic) 0.09 (diluted)	0.01	0.01	(0.06	)

Historical quarterly results of operations and income per share data do not necessarily reflect any recurring expenditure patterns or predictable trends except for the fact that seasonally the Company’s third quarter typically has the smallest amount of revenue due to winter conditions that are less favorable for construction. 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. However, generally the Company has seen increased revenues over the last four quarters as its greater access to capital following its March 2023 initial public offering has provided it with more resources to develop, construct, operate and/or own solar power projects. Refer to “Results of Operations” for additional discussion.

Liquidity and Capital Resources

The following table summarizes the Company’s liquidity position:

As at	March 31, 2024 $		June 30, 2023 $
Cash		6,091,112		749,427
Working capital		9,396,704		14,962,023
Total assets		39,456,583		24,969,537
Total liabilities		12,114,120		8,338,341
Shareholders’ equity		27,342,462		16,631,196

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 nine months ended	March 31, 2024 $			March 31, 2023 $
Net cash provided by (used in)
Operating activities		10,919,336			4,653,394
Investing activities		(5,078,827	)		(4,680,000	)
Financing activities		(310,121	)		4,546,451
Increase (decrease) in cash, cash equivalents, and restricted cash		5,341,685			4,698,622

Cash flow from operating activities

The Company has positive cash flow of $10,919,336 from operating activities during the nine months ended March 31, 2024, while the Company generated $4,653,394 cash during the same period ended March 31, 2023. The Company generated cash of $4,294,116 from the operational activities and generate $6,625,220 for the change of working capital during the nine months ended March 31, 2024, while the Company generated cash of $6,084,225 from the operational activities and used $1,430,831 for the change of working capital for the same period ended March 31, 2023.

Cash flow from financing activities

The Company used cash of $310,121 from financing activities during the nine months ended March 31, 2024, while the Company generated $4,546,451 cash during the same period ended March 31, 2023. The cash usage in financing activities for the nine months ended March 31, 2024 was driven by repayment of long-term debt of $271,001 and payment of lease obligation of $102,029. This was offset by cash generation from issuance of common shares for net proceeds of $21,659 and proceeds from broker warrants exercised of $41,250. The cash generated in financing activities for the nine months ended March 31, 2023 was the result of net proceeds of $1,250,000 received from debenture financing completed in October 2022 and net proceed from the issuance of common shares of $5,611,802, offset by the issuance of notes receivable of $1,284,393, repayment of short-term loans of $593,167, long-term loans of $417,996.

Cash flow from investing activities

The Company used cash of $5,078,827 in investing activities during the nine months ended March 31, 2024, while the Company used $4,680,000 cash in investing activities during the same period ended March 31, 2023. The cash used for the nine months ended March 31, 2024 includes acquisition of property, plant and equipment of $42,908, acquisition of development asset of $6,316,741, purchase of partnership units of $2,465,000, and purchase of non-controlling interest of $95,333, offset by net cash of $11,155 received from acquisition and redemption of GIC of $3,830,000. The cash used in investing activities for the nine months ended March 31, 2023 was the result of purchase of ST GIC of $4,680,000.

Capital Transactions

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

	i.	On September 20, 2023, 55,000 broker warrants were exercised to purchase common shares at $0.75 per share.

	ii.	On September 21, 2023, the Company sold 1,000 Common Shares through at-the-market offerings at an average price of $10 per share for gross proceeds of $10,000.

	iii.	On September 22, 2023, the Company sold 1,200 Common Shares through at-the-market offerings at an average price of $10 per share for gross proceeds of $12,004.

	iv.	The Company has entered into the SPAs dated October 23, 2023 to acquire control of OFIT GM and OFIT RT for consideration of 278,875 common shares of the Company that were issued November 1, 2023.

Capital Structure

The Corporation is authorized to issue an unlimited number of common shares. The table below sets out the Company’s outstanding common share and convertible securities as of March 31, 2024 and as of the date of this MD&A:

Security Description	March 31, 2024		Date of report

Common shares		27,136,075		27,191,075
Warrants		7,928,000		7,873,000
Stock options		2,766,500		2,766,500
Restricted share units		265,000		265,000

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		373,000
01-Mar-2023		01-Mar-2028	$	0.50		5,000,000
						7,873,000
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
10-Feb-2023		04-Nov-2027	$	0.75		2,759,000
04-Dec-2023		04-Dec-2028	$	6.60		7,500
						2,766,500
Weighted average exercise price					$	0.77

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:

	March 31, 2024		June 30, 2023
Long-term debt -non-current portion	$	2,819,904		759,259
Shareholder Equity	$	27,342,463		16,631,196

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 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 and nine months ended March 31, 2024 and 2023 were as follows:

	Three Month Ended March 31,
	2024		2023
Short-term employee benefits	$	409,599	$	280,016
Share-based compensation		59,473		83,531
Advisory warrants		-		445,361

	Nine Month Ended March 31,
	2024		2023
Short-term employee benefits	$	1,020,227	$	1,020,355
Share-based compensation		345,957		83,531
Advisory warrants		-		445,361

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.

The Company acquired control of OFIT GM and OFIT RT on November 1, 2023. Dr. Richard Lu, the President & Chief Executive Officer and a director of the Company is indirectly a shareholder of the Purchased Entities and indirectly received one-third of the Consideration Shares. As a result, the Transaction is considered a related party transaction.

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, 2023.

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.

Cash is carried at fair value using a Level 1 fair value measurement. Investment in partnership units is carried at fair value using a Level 3 fair value measurement. Significant unoberservable inputs are used in discount cash flows method to determine the fair value of the investment in SFF shares, There were no transfers into or out of Level 3 during the period ended March 31, 2024.

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

Credit risk

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

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

Concentration risk and economic dependence

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

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

Nine months ended March 31, 2023		Revenue				% of Total Revenue
Customer A		$	5,919,270				65	%

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

Three months ended March 31, 2023	Revenue		% of Total Revenue
Customer A	$	105,180		15	%
Customer B	$	264,572		37	%
Customer C	$	151,696		21	%
Customer D	$	100,000		14	%

March 31, 2024		Account Receivable		% of Account Receivable
Customer E	$	2,494,047		72	%

June 30, 2023	Account Receivable		% of Account Receivable
Customer F	$	1,179,132		31	%
Customer G	$	1,537,357		40	%

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 does not carry debt at a variable rate and is exposed to interest rate risk on its cash which is not considered significant.

Subsequent Events

Not significant subsequent events to note.

Risk Factors

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

Forward-Looking Statements

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

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

(Formerly Abundant Solar Energy Inc.)

Condensed Interim Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

For the three and nine months ended March 31, 2024 and 2023

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

(Unaudited)

	Notes		March 31, 2024			June 30, 2023
Assets
Current assets:
Cash			$	6,091,112		$	749,427
Short-term investments		3		2,720,000			6,550,000
Trade and other receivables		4		3,451,994			3,837,207
Unbilled revenue				539,008			7,405,866
Prepaid expenses and deposits		5		2,003,586			3,054,678
Inventory		7		2,775,146			448,721
				17,580,846			22,045,899
Non-current assets
Property, plant and equipment		6		2,293,167			950,133
Right-of-use assets		11		860,152			144,487
Development asset		8		7,881,168			1,106,503
Goodwill		17		5,689,227			-
Investment		18		5,152,023			722,515
				21,875,737			2,923,638
Total assets			$	39,456,583		$	24,969,537

Liabilities and Shareholder’s equity
Current liabilities:
Trade and other payables		9	$	5,954,513		$	4,713,497
Unearned revenue		10		1,672,548			1,150,612
Current portion of long-term debt		12		303,882			151,111
Loan payables				42,816			-
Tax payable				10,983			929,944
Current portion of lease liability		11		119,797			44,961
Current portion of tax equity		13		79,603			93,751
Non-current liabilities:				8,184,142			7,083,876
Long-term debt		12		2,819,904			759,259
Lease liability		11		793,342			128,350
Tax equity		13		316,732			366,856
				3,929,978			1,254,465
Total liabilities			$	12,114,120		$	8,338,341
Shareholders’ equity:
Share capital		15		8,984,448			6,855,075
Contributed surplus				3,760,431			3,001,924
Accumulated other comprehensive income				(42,009	)		(116,759	)
Retained earnings				12,247,821			6,652,551
Equity attributable to shareholders of the company				24,950,690			16,392,791
Non-controlling interest		17		2,391,772			238,405
Total equity				27,342,462			16,631,196
Total liabilities and shareholders’ equity			$	39,456,583		$	24,969,537

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

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

See accompanying notes to these condensed interim consolidated financial statements.

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Income and Comprehensive Income

(Expressed in Canadian dollars)

(Unaudited)

			Three Months Ended March 31						Nine Months Ended March 31
	Notes		2024			2023			2024			2023
Revenue from EPC services			$	23,435,444		$	684,296		$	47,477,484		$	9,082,473
Revenue from development fees				27,207			-			2,106,625			-
Revenue from IPP production				121,761			-			259,279			-
Revenue from O&M services				20,220			22,560			86,310			69,769
Revenue from other services				470,315			-			470,315			-
				24,074,947			706,856			50,400,013			9,152,242
Cost of goods sold				(18,686,509	)		(51,601	)		(40,130,961	)		(6,895,613	)
Gross profit				5,388,438			655,255			10,269,052			2,256,629

Operating expense:
Advertising and promotion				(1,879,006	)		(47,719	)		(3,357,708	)		(86,332	)
Consulting fees				(320,117	)		(448,673	)		(1,076,791	)		(781,435	)
Depreciation				(47,370	)		(12,846	)		(118,668	)		(36,185	)
Insurance				(89,752	)		(29,391	)		(217,010	)		(87,179	)
Listing fees				(183,711	)		(68,517	)		(183,711	)		(99,491	)
Office, rent and utilities				(127,156	)		(75,704	)		(337,544	)		(222,983	)
Professional fees				(244,341	)		(482,659	)		(871,698	)		(637,401	)
Repairs and maintenance				(65,014	)		(15,449	)		(111,861	)		(17,299	)
Salary and wages				(389,902	)		(160,888	)		(867,318	)		(576,853	)
Stock based compensation				(108,408	)		(2,621,451	)		(758,507	)		(2,621,451	)
Travel and accommodation				(53,019	)		(21,022	)		(224,253	)		(133,924	)
Total operating expenses				(3,507,796	)		(3,984,319	)		(8,125,069	)		(5,300,533	)
Other income (loss)
Interest income				103,449			78,427			262,185			78,427
Interest expense				(128,103	)		(22,126	)		(278,396	)		(64,551	)
Other income		4,16		3,534,692			6,363,363			5,270,382			6,473,127
Change in fair value		18		(1,124,791	)		-			(1,124,791	)		-
Net income before taxes			$	4,265,889		$	3,090,600		$	6,273,363			3,443,099
Income tax expense				(766,648	)		(16,510	)		(750,661	)		(16,510	)
Net income			$	3,499,241		$	3,074,090		$	5,522,702		$	3,426,589
Current translation adjustments, net of tax of $nil				176,538			(9,218	)		74,750			(107,767	)
Net income and comprehensive income			$	3,675,779		$	3,064,872		$	5,597,452		$	3,318,822
Net income attributable to:
Shareholders of the company				3,513,689			3,074,090			5,588,180			3,426,589
Non-controlling interest				(14,448	)		-			(65,478	)		-
Net Income			$	3,499,241		$	3,074,090		$	5,522,702		$	3,426,589
Total income and comprehensive income attributable to:
Shareholders of the company				3,690,227			3,064,872			5,662,930			3,318,822
Non-controlling interest				(14,448	)		-			(65,478	)		-
Total income and comprehensive income			$	3,675,779		$	3,064,872		$	5,597,452		$	3,318,822
Earning per share
Basic				0.13			0.11			0.20			0.13
Diluted				0.09			0.09			0.15			0.10
Weighted average number of common shares outstanding
Basic				27,136,075			26,800,000			26,993,260			26,800,000
Diluted				37,372,195			35,915,942			37,247,965			35,915,942

See accompanying notes to these condensed interim consolidated financial statements

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

(Unaudited)

	Note		No. of Shares		Share Capital			Share Option Reserve		Retained Earnings		Accumulated OCI			Total Shareholders’ Equity			Non-Controlling Interest			Total Equity
Balance at June 30, 2022				16,000,000	$	1,000		$	-	$	4,410,565	$	73,767		$	4,485,332		$	(44,717	)	$	4,440,615
Net income for the period				-		-			-		3,426,589		-			3,426,589			-			3,426,589
Conversion of convertible debentures				2,500,000		1,250,000			-		-		-			1,250,000			-			1,250,000
Common shares issued, net of costs				8,050,000		5,611,802			-		-		-			5,611,802			-			5,611,802
Broker warrants issued				-		(242,575	)		242,575		-		-			-			-			-
RSU granted				250,000		187,500			55,666		-		-			243,166			-			243,166
Share-based compensation				-		-			596,842		-		-			596,842			-			596,842
Advisory warrants issued				-		-			1,781,443		-		-			1,781,443			-			1,781,443
Other comprehensive loss				-		-			-		-		(107,767	)		(107,767	)		-			(107,767	)
Balance at March 31,2023				26,800,000	$	6,807,727		$	2,676,526	$	7,837,154	$	(34,000	)	$	17,287,407		$	(44,717	)	$	17,242,690

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 for the period				-		-			-		5,588,180		-			5,588,180			(65,478	)		5,522,702
Common shares issued, net of costs				2,200		21,659			-		-		-			21,659			-			21,659
Broker warrants		15(c)		55,000		41,250			-		-		-			41,250			-			41,250
RSU granted		15(e)		-		-			62,514		-		-			62,514			-			62,514
Share-based compensation		15(d)		-		-			695,993		-		-			695,993			-			695,993
Other comprehensive income				-		-			-		-		74,750			74,750			8,172			82,922
OFIT GM and OFIT RT acquisition		16		278,875		2,066,464			-		-		-			2,066,464			2,508,989			4,575,453
Acquisition of NCI of Solar alliance DevCo		16		-		-			-		7,090		-			7,090			(298,316	)		(291,226	)
Balance at March 31, 2024				27,136,075	$	8,984,448		$	3,760,431	$	12,247,821	$	(42,009	)	$	24,950,691		$	2,391,772		$	27,342,463

See accompanying notes to condensed interim consolidated financial statements

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

Unaudited

	Nine months ended March 31,
In Canadian Dollars	2024			2023

Operating activities:
Net income	$	5,522,702		$	3,426,589

Items not involving cash:
Depreciation		118,668			36,185
Interest expenses		150,257			-
Changes in ITC Distribution		(95,617	)		-
Gain from acquisition of NCI		(195,893	)		-
Change in fair value		1,124,791			-
AR recovery through shares settlement		(3,089,299	)		-
Share-based compensation		758,507			2,621,451
		4,294,116			6,084,225
Changes in non-cash working capital balances:
Trade and other receivable		6,811,150			(5,007,642	)
Contract fulfilment costs		3,011			3,594,531
Inventory		(2,323,738	)		(275,979	)
Prepaids		1,154,729			(395,066	)
Trade and other payables		1,427,018			379,982
Advance from customer		499,839			255,212
Interest expense		128,139			-
Interest paid		(128,139	)		-
Income tax expense		750,661			18,131
Income tax paid		(1,697,450	)		-
Cash provided by operating activities		10,919,336			4,653,394

Investing activities:
Acquisition of property, plant and equipment		(42,908	)		-
Acquisition of development asset		(6,316,741	)		-
Redemption (investment) of GIC		3,830,000			(4,680,000	)
Net cash acquired from acquisition		11,155			-
Acquisition of NCI		(95,333	)
Investment in partnership units		(2,465,000	)		-
Cash used in investing activities		(5,078,827	)		(4,680,000	)

Financing activities:
Net proceeds from convertible loan		-			1,250,000
Proceeds from issuance of common shares, net transaction costs		21,659			5,611,802
Note receivable		-			(1,284,393	)
Net proceeds from broker warrants exercised		41,250			-
Repayment of lease obligation		(102,029	)		(19,795	)
Repayment of short-term loans		-			(593,167	)
Repayment of long-term debts		(271,001	)		(417,996	)
Cash provided by (used in) financing activities		(310,121	)		4,546,451

Effect of changes in exchange rates on cash		(188,703	)		178,777
Increase (decrease) in cash		5,341,685			4,698,622
Cash and cash equivalents, beginning		749,427			931,977
Cash and cash equivalents, ending		6,091,112			5,630,599

See accompanying notes to condensed interim consolidated financial statements.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

1.	Nature of operations:

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

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

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

(a)

Statement of compliance and basis of preparation:

These 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”), applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting (“IAS 34”), and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended June 30, 2023.

These condensed interim consolidated financial statements were prepared on a going concern basis.

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

(b)

Basis of consolidation:

These 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 Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

2.	Material accounting policy information (continued)

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

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

(1)

The Company acquired the remaining shares from the non-controlling interest shareholders in December 2023 and owns 100% interest of these subsidiaries.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

2.	Material accounting policy information (continued)

(c)

New standards and amendments adopted by the Company:

The accounting policies adopted in the preparation of the condensed interim consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended June 30, 2023, except for the adoption of new standards effective as of July 1, 2023. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The amendments below apply for the first time effective July 1, 2023, but do not have an impact on the condensed interim consolidated financial statements of the Company.

IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

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

IAS 1 – Presentation of Financial Statements

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

3.	Short-term investments

Short-term investments consist of investments with market values closely approximating book values and original maturities between three and twelve months at the time of purchase.

As at March 31, 2024, the Company has three GICs in short-term investments totaling $2,720,000. The GIC of $220,000 has one year term and with interest rate of 4.95%. The GIC of $1,500,000 has one year term and with interest rate of 5.2%. The GIC of $1,000,000 has one year term and with interest rate of 5.2%.

As at June 30, 2023, the Company has two GICs in short-term investment totaling $6,550,000. The GIC of $2,980,000 has one year term and with interest rate of 4.7%. The GIC of $3,570,000 has one year term and with interest rate of 4.95%.

4.	Trade and other receivables

	March 31, 2024		June 30, 2023

Accounts receivable, net	$	3,339,027	$	1,978,834
Receivable from Solar Flow-Through ⁽¹⁾		-		1,537,357
Other receivable		112,968		321,016
	$	3,451,994	$	3,837,207

(1)

In 2017, the Company entered into a sales contract with a group of limited partnerships now known as Solar Flow-Through Funds Ltd. (“SFF”) to provide development services for solar photovoltaic projects. All aged receivable from SFF as at June 30, 2023 was collected during the nine months ended March 31, 2024. In addition, a total of $6,486,838 previously written off accounts receivable was recovered from SFF. $1,750,143 was collected in cash and $4,736,699 was settled by SFF through issuance of 1,052,599 common shares valued at $2.93 per share on settlement date. Refer to note 18 for details. For the nine months ended March 31, 2024, the Company recorded $4,839,438 accounts receivable recovery in other income.

5.	Prepaid expenses and deposits

	March 31, 2024		June 30, 2023

Interconnection deposits⁽¹⁾	$	4,248	$	469,725
Construction in progress deposit⁽²⁾		1,666,395		1,623,209
Security deposits		12,352		12,352
Prepaid insurance		212,922		74,373
Prepaid marketing expenses⁽³⁾		-		782,101
Other prepaids and deposits		107,669		92,918
	$	2,003,586	$	3,054,678

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

6.	Property, Plant and Equipment

	Computer equipment		Furniture and equipment		Vehicle		IPP facilities		Total
Cost:
Balance, June 30, 2022	$	59,984		83,706		-		-	$	143,690
Additions		-		-		-		-		-
Balance, March 31, 2023	$	59,984		83,706		-		-	$	143,690

Accumulated amortization:
Balance, June 30, 2022	$	49,973		68,603		-		-	$	118,576
Amortization		3,588		2,178		-		-		5,766
Balance, March 31, 2023	$	53,561		70,781		-		-	$	124,342
Net Book Value, March 31, 2023	$	6,423		12,925		-		-	$	19,348
Cost:
Balance, June 30, 2023	$	19,256		50,253		-		937,194	$	1,006,703
Additions		-		7,300		35,608		1,324,499		1,367,407
Foreign currency impact		-		-		-		21,943		21,943
Balance, March 31, 2024	$	19,256		57,553		35,608		2,283,636	$	2,396,053

Accumulated amortization:
Balance, June 30, 2023	$	13,876		42,694		-		-	$	56,570
Amortization		1,853		1,478		2,593		40,299		46,233
Foreign currency impact		-		-		-		93		93
Balance, March 31, 2024	$	15,729		44,172		2,593		40,392	$	102,886
Net Book Value, March 31, 2024	$	3,527		13,381		33,015		2,243,244	$	2,293,167

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

7.	Inventory

As of March 31, 2024 and 2023, the Company’s inventory is comprised of development costs for the solar projects.

Balance, June 30, 2022		195,920
Additions: development costs		455,376
Minus: development costs expensed to cost of goods sold		(12,724	)
FX Impact		10,260
Balance, March 31, 2023	$	648,832

Balance, June 30, 2023		448,721
Additions: development costs		2,952,085
Minus: development costs expensed to cost of goods sold		(642,020	)
FX Impact		16,360
Balance, March 31, 2024	$	2,775,146

8.	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 March 31, 2024 are as follows:

	March 31, 2024		June 30, 2023
Interconnection and permitting	$	1,671,017	$	1,060,119
Construction material		3,117,224		-
Construction and labour		3,067,648		46,384
Other		25,279		-
	$	7,881,168	$	1,106,503

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

9.	Trade and other payables

	March 31, 2024		June 30, 2023

Accounts payable and accrued liabilities	$	5,479,970	$	1,542,849
Due to related party		11,760		63,754
Other payable		462,783		3,106,894
	$	5,954,513	$	4,713,497

10.

Unearned revenue

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

Balance, June 30, 2023	$	1,150,612
Additional payments received		34,800,046
Recognized to revenue		(34,279,715	)
FX Impact		1,605
Balance, March 31, 2024	$	1,672,548

11.

Right of use assets and lease liabilities

The Company leases office space in 2022 in Canada. The lease started on May 1, 2022, with a five-year lease term. The monthly lease payment is $4,697 starting from September 1, 2022, which will be adjusted on annual basis. On December 1, 2023, the Company leased additional office space, which increased monthly rent to $5,091. 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 November 1, 2023, the Company acquired shares of OFIT GM Inc. (“OFIT GM”) and OFIT RT Inc. (“OFIT RT”) (see Note 16). The OFIT companies leased five properties where independent power producer (“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 in the range of $502 to $2,456 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 obligation were measured at the present value of the lease payment and discounted using an incremental borrowing rate of 12.5%.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

11.

Right of use assets and lease liabilities (continued)

The continuity of the right-of-use as of March 31, 2024 is as follows:

Right-of- use assets	Office		IPP Facilities		Total
Cost:
Balance, June 30, 2023	$	197,719		-		197,719
Addition		116,168		671,941		788,109
Balance, March 31, 2024	$	313,887		671,941		985,828

Accumulated amortization:
Balance, June 30, 2023	$	53,232		-		53,232
Amortization:		48,302		24,142		72,444
Balance, March 31, 2024	$	101,534		24,142		125,676
Net Book Value, March 31, 2024	$	212,353		647,799		860,152

The continuity of the lease liabilities as of March 31, 2024 is as follows:

Lease liabilities		Office		IPP Facilities		Total
Balance, June 30, 2023	$	173,311		-		173,311
New obligations		116,168		671,941		788,109
Payments:		(56,089	)	(45,938	)	(102,027	)
Interest accretion:		15,748		37,998		53,746
Balance, March 31, 2024	$	249,138		664,001		913,139
Current		89,510		30,287		119,797
Long term		159,628		633,714		793,342
Balance, March 31, 2024	$	249,183		664,001		913,139

The maturity analysis of the Company’s contractual undiscounted lease liabilities as of March 31, 2024 is as follows:

2024	$	52,690
2025		218,013
2026		226,104
2027		124,389
2027 onward		956,545
Total	$	1,577,741

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

12.	Long-term debt

	March 31, 2024		June 30, 2023
Highly Affected Sectors Credit Availability Program ⁽¹⁾	$	787,037	$	870,370
Canadian Emergency Business Account ⁽²⁾		-		40,000
Long-term loans⁽³⁾		2,336,749		-
Total		3,123,786		910,370
Less: current portion		303,882		151,111
Long-term portion	$	2,819,904	$	759,259

	(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 interest rate from Bank of Montreal. The loan has a ten-year amortization period with interest payment only for the first year. Principal payments are to commence in May 2022. During the three months and nine month ended March 31, 2024, the interest recorded and paid was $8,005 and $25,081 (3-month and 9-month period ended March 31, 2023 - $9,803 and $28,354).

	(2)	The Company received a Canada Emergency Business Account (“CEBA”) interest-free loan for a total of $60,000 from the Government of Canada. The loan bears interest at 0% per annum and is repayable by January 18, 2024. If $40,000 is repaid in full on or before January 18, 2024 and certain conditions are met, which include the use of funds for non-deferrable operating expenses only, $20,000 of the loan will be forgiven. Alternatively, on December 31, 2023, the Company can exercise the option to extend the loan for a two-year term which bears interest at 5% per annum.

		Accordingly, the forgiveness portion of the $20,000 was recognized as government grant income during the year ended June 30, 2021 when the Company received the loan. The Company repaid the loan on January 8, 2024.

	(3)	The Company obtained these loans as a result of acquisition of OFIT GM and OFIT RT. The loans were originally obtained on December 19, 2017 for a total principal amount of $4,248,495 and used interest rate swap agreements to fix the annual interest rate at 4.75%. The loans are guaranteed by Panasonic Corporation North America and collateralized by the solar projects, including related contracts such as FIT contract, EPC contract, site leases and similar contracts. The carrying value of solar projects was $6.45 million upon entering the loan agreements and the carrying value of solar projects as at March 31, 2024 was $1.31 million. The loans will mature on December 19, 2035 with interest payable quarterly commencing on March 19, 2018 and principal payments payable semi-annually commencing on June 19, 2018. The fair value of the loans recorded at acquisition date of November 1, 2023 were determined by using a discount rate of 12.5%. During the period from the acquisition date to March 31, 2024, the interest recorded and paid was $102,265 and interest accretion on fair value of the loans was $67,137.

Estimated principal repayments are as follows:

2024	$	208,133
2025		448,229
2026		457,740
2027		467,687
2027 onwards		3,453,742
Total	$	5,035,531

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

13.	Tax equity

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

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

14.	Financial instruments

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

(a)

Fair value:

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

	●	Level 1: Quoted prices in active markets for identical assets or liabilities.
	●	Level 2: Inputs other than quoted prices that are observable for the asset or liability.
	●	Level 3: Inputs for the asset or liability that are not based on observable market data.

Cash is carried at fair value using a Level 1 fair value measurement. Investment in partnership units is carried at fair value using a Level 3 fair value measurement. Significant unoberservable inputs are used in discount cash flows method to determine the fair value of investment in SFF, There were no transfers into or out of Level 3 during the period ended March 31, 2024.

(b)

Financial risk management:

(i)

Credit risk and economic dependence:

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

14.

Financial instruments (continued)

(ii)

Concentration risk and economic dependence:

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

Nine months ended March 31, 2023		Revenue				% of Total Revenue
Customer A		$	5,919,270				65	%

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

Three months ended March 31, 2023	Revenue		% of Total Revenue
Customer A	$	105,180		15	%
Customer B	$	264,572		37	%
Customer C	$	151,696		21	%
Customer D	$	100,000		14	%

March 31, 2024		Account Receivable				% of Account Receivable
Customer E		$	2,494,047				72	%

June 30, 2023	Account Receivable		% of Account Receivable
Customer F	$	1,179,132		31	%
Customer G	$	1,537,357		40	%

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

14.

Financial instruments (continued)

(iii)

Liquidity risk:

(iv)

Interest rate risk:

15.	Share Capital

(a)

Authorized

Unlimited number of common shares with no par value.

(b)

Issued and outstanding share capital

At March 31, 2024, the Company had 27,136,075 common shares issued and outstanding. A summary of changes in share capital and contributed surplus is contained on the consolidated statements of changes in shareholders’ equity.

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

	i.	On September 20, 2023, 55,000 broker warrants were exercised to purchase common shares at $0.75 per share.

	ii.	In September, 2023, the Company sold a total of 2,200 Common Shares through at-the-market offerings at an average price of $10 per share for gross proceeds of $22,000.

	iii.	The Company has entered into share purchase agreements (the “SPAs”) dated October 23, 2023 to acquire control of OFIT GM and OFIT RT for consideration of 278,875 common shares of the Company that were issued on November 1, 2023. See Note 16 for more detail.

(c)

Warrants

The following table reflects the warrants issued and outstanding as of March 31, 2024:

Date granted	Expiry	Exercise price (CAD)		Issued		Exercised		Balance at March 31, 2024
03-Oct-2022	10-Jun-2027	$	0.10		2,500,000		-		2,500,000
01-Mar-2023	01-Mar-2026	$	0.75		483,000		55,000		428,000
01-Mar-2023	01-Mar-2028	$	0.50		5,000,000		-		5,000,000
					7,983,000		-		7,928,000
Weighted average exercise price								$	0.39

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

15.	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 March 31, 2024 are as follows:

Date issued	Expiry		Exercise price (CAD)		Balance at July 1, 2023		Granted		Exercised		Expired/Cancelled			Balance at March 31, 2024
10-Feb-2023		04-Nov-2027	$	0.75		2,759,000		-		-		-			2,759,000
04-Dec-2023		04-Dec-2028	$	6.60		-		82,500		-		(75,000	)		7,500
						2,759,000		82,500		-		(75,000	)		2,766,500
Weighted average exercise price														$	0.77
Weighted average remaining contractual life															3.60 years

As at March 31, 2024, no stock options were exercisable.

(e)

Restricted Stock Units

Details of the Restricted Stock Units (RSU) outstanding as at March 31, 2024 are as follows:

Date granted	Vesting Date	Granted		Distributed		Forfeited		Balance at March 31, 2024
4-Nov-2022	02-Aug-2023		250,000		-		-		250,000
13-Mar-2023	12-Mar-2024		7,500		-		-		7,500
13-Mar-2023	12-Mar-2025		7,500		-		-		7,500
			265,000		-		-		265,000

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

16.	Acquisitions

Solar Alliance DevCo LLC

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

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

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

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

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

On acquisition, the purchase consideration transferred of $574,824 is the fair value of the promissory note plus accrued interest as of June 20, 2023. Hence, the Company recognized an impairment loss of $724,205 (USD $539,204) from the remeasurement of promissory note to its fair value as of the acquisition date. The impairment loss was recognized in profit and loss in the fiscal year ended June 30, 2023.

On December 4, 2023, ASP acquired the remaining 33% of Solar Alliance DevCo for $95,333 (USD $70,000). The 33% non-controlling interest was originally valued at $283,122 (USD $213,838) on acquisition date. Accordingly, a gain of $195,893 (USD $143,838) is recognized as other income in the statement of income and comprehensive income for the nine months period ended March 31, 2024.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

16.	Acquisitions (continued)

OFIT GM Inc. and OFIT RT Inc.

The Company entered into share purchase agreements (the “SPAs”) dated October 23, 2023 to acquire control of two corporations that hold solar projects located in Ontario with a combined capacity of 2.5 MW (the “Projects”) for consideration of $432,510 cash and 278,875 common shares (the “Consideration Shares”) of the Company (the “OFIT Transaction”). The corporations OFIT GM and OFIT RT (the “Purchased Entities”) have been operating the Projects since 2017. The transaction closed on November 1, 2023. The shares of the Purchased Entities were acquired from N. Fine Investments Limited and Linden Power Inc. Pursuant to the terms of the SPAs, the Company acquired 49.9% ownership of OFIT RT Inc. where Whitesand First Nation owns the remaining shares of OFIT RT Inc. The Company also acquired 49.9% ownership of OFIT GM Inc. where the Town of Kapuskasing owns the remaining shares of OFIT GM Inc. The shares owned by the Town of Kapuskasing have no voting right, hence, the Company controls and consolidate the Purchased Entities.

The acquisition of the Purchased Entities is considered a business combination as the assets acquired and liabilities assumed constitute a business. The transaction was accounted for using the acquisition method of accounting whereby the assets acquired, and liabilities assumed were recorded at their estimated fair value at the acquisition date.

Due to the timing of the acquisition and the ongoing collection of data necessary to value the acquired assets and liabilities, the identified assets acquired and liabilities assumed have been determined provisionally and purchase price allocation has not yet been finalized. Changes in the assumptions used in the valuation of these assets may affect the fair value resulting in a reallocation of purchase price to or from the amount recognized for goodwill. Any changes in these amounts will also result in a change in the relevant deferred tax liabilities recognized on the intangibles. The Company expects to finalize its purchase price allocation by the fourth quarter of fiscal 2024.

The President & Chief Executive Officer and a director of the Company is indirectly a shareholder of the Purchased Entities and indirectly received one-third of the Consideration Shares. As a result, the Transaction is considered a related party transaction.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

16.	Acquisitions (continued)

The preliminary fair value of consideration transferred from the acquisition of OFIT GM and OFIT RT Inc. consists of the following:

Fair value of net assets (liabilities) acquired	$			$			$
	OFIT GM			OFIT RT			Net
Cash		242,885			200,780			443,665
Accounts receivable		6,454			26,611			33,065
Prepaid		11,210			5,297			16,507
Capital assets		951,749			372,750			1,324,499
Current liabilities		(29,716	)		(52,006	)		(81,721	)
Long-term loans		(1,759,062	)		(658,217	)		(2,417,279	)
Identifiable net liabilities assumed at fair value		(576,480	)		(104,785	)		(681,265	)
Goodwill arising on acquisition		4,247,318			1,441,909			5,689,227
Non-controlling interest at fair value		(1,839,090	)		(669,899	)		(2,508,989	)
Purchase consideration transferred		1,831,748			667,225			2,498,973

Consideration paid in cash		232,263			200,247			432,510
Consideration paid in common shares		1,599,486			466,978			2,066,464
Total consideration		1,831,748			667,225			2,498,973

17.	Non-Controlling Interest

The following items affects non-controlling interest for the year ended March 31, 2024:

Solar Alliance DevCo LLC

On June 20, 2023, the Company (through ASP) acquired a 67% membership interest in two solar facilities. The remaining 33% membership was acquired on December 4, 2023. For the period of July 1 to December 4, 2023 33% of net income or $7,023 was allocated to non-controlling interest.

OFIT GM and OFIT RT

On November 1, 2023, the Company acquired 49.9% interest in OFIT GM and OFIT RT. For the period of November 2, 2023 to March 31, 2024, net loss of $53,279 in OFIT GM and $19,222 in OFIT RT were allocated to non-controlling interest.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

18.	Investment

On June 1, 2023, the Company acquired 200 limited partnership units of Solar Flow-Through 2012-I Limited Partnership from former partner unitholders for an aggregate purchase price of $4,200, and 31,230 limited partnership units of Solar Flow-Through 2013-I Limited Partnership for an aggregate purchase price of $718,290. On July 5, 2023, the Company acquired 42,500 limited partnership units of Solar Flow-Through 2016 Limited Partnership for an aggregate purchase price of $2,465,000.

During the nine months period ended March 31, 2024, the group of Solar Flow-Through Limited Partnerships completed a reorganization into a corporate entity named Solar Flow-Through Funds Ltd. (“SFF”). As a result, 73,930 limited partnership units owned by the Company have been converted to 702,820 common shares of SFF. On March 20, 2024, the Company entered into a definitive agreement with SFF to acquire all of the issued and outstanding common shares in an all-stock deal. The transaction is not closed and SFF shares not yet received as at March 31, 2024, thus the Company does not have significant influence over SFF. See note 22 for details on the acquisition agreement.

During previous years, the Company had written off $6,486,838 aged accounts receivable due from SFF. The accounts receivable was related to EPC projects commenced in 2017 and that were later cancelled by the Progressive Conservative Party of Ontario who was sworn in as the new provincial government in 2018. SFF was able to recover certain costs from Independent Electricity System Operator (IESO) and repaid $1,750,143 in cash during the nine months period ended March 31, 2024, On March 27, 2024, the two parties entered into agreement to settle the remaining $4,736,699 receivable in SFF shares. The Company received 1,052,599 common shares of SFF at the originally agreed share price at $4.50 per share and then revalued at $2.93 per share on the settlement date.

As at March 31, 2024, management revalued the share price of SFF held by the Company at $2.96 per share. Accordingly, $1,124,791 of loss on fair value was recorded in the statement of income and comprehensive income.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

19.	Related Party Transactions

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

Compensation of key management personnel

The remuneration of directors and other members of key management personnel, who are those having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, for the three months ended March 31, 2024 and 2023 were as follows:

	Three Month Ended March 31,
	2024		2023
Short-term employee benefits	$	409,599	$	280,016
Share-based compensation		59,473		83,531
Advisory warrants		-		445,361

	Nine Month Ended March 31,
	2024		2023
Short-term employee benefits	$	1,020,227	$	1,020,355
Share-based compensation		345,957		83,531
Advisory warrants		-		445,361

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

Related parties transactions

The OFIT transaction is considered a related party transaction due to the President & Chief Executive Officer and a director of the Company is indirectly a shareholder of the Purchased Entities and indirectly received one-third of the Consideration Shares. See note 16.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

20.	Capital Management

	March 31, 2024		June 30, 2023
Long-term debt -non-current portion (note 12)	$	2,819,904		759,259
Shareholders’ equity	$	27,342,463		16,631,196

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the strategies employed by the Company may include the issuance or repayment of debt, dividend payments, or sale of assets. The Company has determined it will have sufficient funds to meet its current operating and development obligations for at least 12 months from the reporting date.

There has not been any significant change in capital management from the prior year.

21.	Segment reporting

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

The Company is currently operating development and construction of solar photovoltaic power generation projects in two principal geographical areas - Canada and United States. The revenues from external customers and non-current assets by country for the three and nine months ended and as at March 31, 2024 and 2023 are as follows:

	Revenue from external customers
	Three Months Ended March 31,				Nine Months Ended March 31,
	2024		2023		2024		2023
Canada	$	1,183,031		559,082	$	9,285,960		1,082,343
United States		22,891,916		147,774		41,114,053		8,069,899
	$	24,074,947		706,856	$	50,400,013		9,152,242

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidate Financial Statements

For the period ended March 31, 2024, and 2023

(Expressed in Canadian Dollars)

(Unaudited)

21.	Segment reporting (continued)

	Non-current assets
	March 31, 2024		June 30, 2023
Canada	$	12,186,000		879,941
United States		9,689,737		2,043,697
	$	21,875,736		2,923,638

	Total assets				Total liabilities
	March 31, 2024		June 30, 2023		March 31, 2024		June 30, 2023
Canada	$	18,078,124		11,230,409	$	5,708,730		2,613,812
United States		21,378,459		13,739,128		6,405,390		5,724,529
	$	39,456,583		24,969,537	$	12,114,120		8,338,341

22.

Acquisition of 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 up to $41.8 million in an all stock deal (the “SFF Transaction”). The SFF Transaction values SFF at up to $45 million but the consideration payable excludes the common shares of SFF currently held by SolarBank.

The consideration for the SFF Transaction consists of an upfront payment of approximately 3,575,638 SolarBank Shares ($25.53 million) and a contingent payment representing up to an additional 2,283,929 SolarBank Shares ($16.31 million) that will be issued in the form of contingent value rights (“CVRs”). The SolarBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between 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.

23.	Provisions and contingent liabilities

Exhibit 99.7

Form 52-109F2 – IPO/RTO

Certification of Interim Filings Following

an Initial Public Offering, Reverse Takeover or

Becoming a Non-Venture Issuer

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

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SolarBank Corporation (the “issuer”) for the interim period ended March 31, 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.

Date: May 13, 2024

“Richard Lu”
Richard Lu
Chief Executive Officer

NOTE TO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following

●	completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;
●	completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
●	the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;

may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.8

Form 52-109F2 – IPO/RTO

Certification of Interim Filings Following

an Initial Public Offering, Reverse Takeover or

Becoming a Non-Venture Issuer

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

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SolarBank Corporation (the “issuer”) for the interim period ended March 31, 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.

Date: May 13, 2024

/s/ “Sam Sun”
Sam Sun
Chief Financial Officer

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

●	completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;
●	completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
●	the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;

may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.9

SolarBank Announces $50.4 million of Revenue for Third Quarter

	●	$50.4 million in Revenue for the nine month period
	●	$5.5 million of Net Income for the nine month period or $0.20 per share (undiluted)
	●	Update revenue guidance of $56 million to $61 million for the full fiscal year ended June 30, 2024

Toronto, Ontario, May 14, 2024 — SolarBank Corporation (Nasdaq: SUUN) (Cboe CA: SUNN) (FSE: GY2) (“SolarBank” or the “Company”) reports third quarter 2024 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 Nine Month Period)

	●	Revenue of $50.4 million:
	●	Net income of $5.5 million;
	●	Net income of $0.20 per share (undiluted);
	●	$41 million USD transaction with Honeywell International Inc. (“Honeywell”) sees mechanical completion reached on the SB-1, SB-2 and SB-3 Community Solar Projects acquired by Honeywell. The projects are being constructed under an engineering, procurement, and construction (“EPC”) Contract with SolarBank;
	●	Nasdaq Global Market listing completed; and
	●	Cboe Canada stock exchange listing completed.

Dr. Richard Lu, President and CEO of SolarBank commented: “The fantastic numbers demonstrated again our ability to execute and in nine months we have already exceeded the top end of the Company’s revenue guidance for fiscal 2024. With major milestones such as mechanical completion on the Honeywell projects, Nasdaq Global Market listing and Cboe Canada listing, the Company is continuing to deliver.”

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

Quarter Ended	March 31, 2024		March 31, 2023
Statement of Income and Comprehensive Income
Total Revenue	$	50,400,013	$	9,152,242
Cash flow from operating activities	$	10,929,336	$	4,653,394
Net income	$	5,522,702	$	3,426,589
Basic earnings per share	$	0.20	$	0.13
Diluted earnings per share	$	0.15	$	0.10

The Company ended the third quarter of fiscal 2024 with $17.58 million in current assets, as compared to $22.05 million in current assets as of year end June 30, 2023. The decrease is mainly due to a decrease in unbilled revenue.

Current liabilities increased from $7.08 million as of year ended June 30, 2023 to $8.18 million in the current quarter, mainly due to an increase in trade and other payables.

For complete details please refer to the unaudited condensed interim consolidated financial statements and associated Management Discussion and Analysis for the nine months ended March 31, 2024, available on SEDAR+ (www.sedarplus.com).

2024 Year End Outlook

The Company is updating its guidance of expected full year revenue in fiscal 2024 of between $56 million and $61 million. The purpose of the financial outlook is to assist investors, shareholders, and others in understanding certain financial metrics relating to expected 2024 financial results for evaluating the performance of the Company’s business and is dated as of the date of this press release. This information may not be appropriate for other purposes. Information about the Company’s guidance, including the various assumptions underlying it, is forward-looking and should be read in conjunction with “Forward-Looking Statements” in this press release and the related disclosure and information about various economic, competitive, and regulatory assumptions, factors, and risks that may cause the Company’s actual future financial and operating results to differ from what it currently expects.

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.

About SolarBank Corporation

SolarBank Corporation is an independent renewable and clean energy project developer and owner focusing on distributed and community solar projects in Canada and the USA. The Company develops solar projects that sell electricity to utilities, commercial, industrial, municipal and residential off-takers. The Company maximizes returns via a diverse portfolio of projects across multiple leading solar markets including projects with utilities, host off-takers, community solar, and virtual net metering projects. The Company has a potential development pipeline of over one gigawatt and has developed renewable and clean energy projects with a combined capacity of over 70 megawatts built. To learn more about SolarBank, please visit www.solarbankcorp.com.

For further information, please contact:‎

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 project mentioned in this press release; the megawatt capacity and type of future solar projects; the size of the Company’s development pipeline and future revenue guidance. 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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