SEC Form SUPPL filed by SolarBank Corporation

Filed Pursuant to General Instruction II.L of Form F-10

File No. 333- 279027

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

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

Information has been incorporated by reference in this prospectus supplement and the prospectus to which it relates from documents filed with securities commissions or similar authorities in each of the provinces of ‎Canada and with the United States Securities and Exchange Commission. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of SolarBank Corporation at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4Z2, telephone (416) 494-9559, and are also available electronically at www.sedarplus.ca‎.

PROSPECTUS SUPPLEMENT

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

SOLARBANK CORPORATION

US$8,500,000

Units

This prospectus supplement, together with the prospectus, hereby qualifies the distribution (the “Offering”) of 2,394,367 units (the “Units”) of SolarBank Corporation (“SolarBank”, the “Company”, “we”, “us” or “our”) at the price of US$3.55 per Unit (the “Offering Price”), having an aggregate offering amount of US$8,500,000. See “Plan of Distribution” and “Description of Share Capital”. The Offering is being made only in the United States under a registration statement on Form F-10 (File No. 333-279027) (the “Registration Statement”), filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), of which this prospectus supplement forms a part. See “Plan of Distribution”.

Each Unit is comprised of (i) one common share of the Company (each, a “Unit Share”) and (ii) one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each whole Warrant will entitle the holder to purchase one common share of the Company (each, a “Warrant Share”) at an exercise price of US$4.45 per Warrant Share for a period beginning immediately following the date of issuance and expiring five years following the date of issuance.

The Units will separate into Unit Shares and Warrants, as applicable, immediately upon distribution and the Unit Shares and Warrants will be issued separately. See “Plan of Distribution”.

The Units and the Warrant Shares issuable upon exercise of the Warrants offered by this prospectus supplement will also be registered in the United States under the terms of the Registration Statement.

The Company has retained A.G.P./Alliance Global Partners (the “Placement Agent”) to act as its exclusive placement agent in the United States for the Offering, and has entered into a placement agency agreement dated March 20, 2025 (the “Agency Agreement”) with the Placement Agent in connection with the Offering. The Placement Agent is not purchasing or selling any of the Units offered pursuant to this Prospectus Supplement and the Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of all of the Units offered hereby. The Units will be sold directly to the purchaser (the “Purchaser”) pursuant to a securities purchase agreement, dated March 20, 2025, between the Company and the Purchaser. The Offering Price was determined by arm’s length negotiations between the Company and the Placement Agent.

The outstanding common shares of the Company (the “Common Shares”) are listed and posted for trading on Cboe Canada Inc. (“Cboe Canada”) under the symbol “SUNN” and on the Nasdaq Global Market (“Nasdaq”) under the symbol “SUUN”. On March 19, 2025, the last trading day prior to the date hereof, the closing price of the Common Shares on Cboe Canada was $6.35 and on Nasdaq was US$4.43. The Company has provided notice to Cboe Canada to list the Unit Shares and Warrant Shares for trading on Cboe Canada and has submitted a notification of listing to list the Unit Shares and Warrant Shares on Nasdaq. Listing will be subject to the Company fulfilling all of the listing requirements of Cboe Canada and Nasdaq, respectively.

There is no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased in this Offering. In addition, the Warrants will not be listed for trading on Cboe Canada, Nasdaq or any other stock exchange following the Closing Date. This may affect the pricing of such Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of such Warrants and the extent of issuer regulation. See “Risk Factors”.

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

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

The Company has agreed to pay the Placement Agent the placement agent fee set forth in the table below.

US$3.55 per Unit

Notes:

The Offering is being made in the United States only pursuant to the Registration Statement, of which this prospectus supplement forms a part. The Units are not being offered for sale in Canada or to any resident of Canada and may not be offered or sold, directly or indirectly, in Canada, or to or for the account of any resident of Canada. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the Registration Statement, certain items of which are contained in the exhibits to the Registration Statement as permitted or required by the rules and regulations of the SEC. See “Plan of Distribution”.

Subscriptions for the Units will be received subject to rejection or allotment, in whole or in part, and the Placement Agent reserves the right to close the subscription books at any time without notice. It is expected that the Unit Shares will be delivered in book-entry form only through the facilities of the Depository Trust Company on or about March 24, 2025 (the “Closing Date”) or such other date as may be agreed upon between the Company and the Placement Agent. Certificates representing the Warrants will be in definitive form and available for delivery to purchasers at the closing of the Offering. The Company expects that delivery of the Unit Shares and the Warrants will be made against payment therefor on the Closing Date. Investors who wish to trade Unit Shares or Warrants prior to the Closing Date should consult their own advisors. See “Plan of Distribution.”

The enforcement by investors of civil liabilities under United States federal securities laws may be adversely affected by the fact ‎that the Company is a corporation existing under the laws of the Province of Ontario, Canada, and the Company’s executive ‎offices, administrative activities and some of its assets are located outside the United States. In addition, the directors and ‎executive officers of the Company, and certain experts named in this prospectus supplement and in the accompanying ‎prospectus, or a document incorporated by reference herein or therein, are residents of jurisdictions other than the United States ‎and all or a substantial portion of the assets of those persons are or may be located outside the United States. See “Enforcement of Civil Liabilities”.

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

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

Prospective investors should be aware that the acquisition, holding or disposition of our securities may have tax consequences both in Canada and the United States that may not be fully described in this prospectus supplement. Purchasers of the Units should read the tax discussion ‎contained in this prospectus supplement and consult their own tax advisors. See “Certain Canadian Federal Income Tax ‎Considerations” and “Certain U.S. Federal Income Tax ‎Considerations”.‎

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

Paul Pasalic and Chelsea L. Nickles, each a director of the Company, reside outside of Canada and have appointed Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Canada as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce ‎judgments obtained in Canada against any person or company that resides outside of Canada, even if the party has appointed an agent for service ‎of process.‎

The Company’s head office is located at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4Z2 and registered office is located at 199 Bay Street, Suite 4000, Toronto, ON M5L 1A9.

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

Sole Placement Agent

A.G.P.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

BASE SHELF PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

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

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

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

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

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

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

EXCHANGE RATE INFORMATION

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

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

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

On March 19, 2025, the daily exchange rate for the U.S. dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was US$1.00 = C$1.4347.

CAUTION REGARDING PRO FORMA FINANCIAL STATEMENTS

This prospectus supplement incorporates by reference certain unaudited pro forma financial statements of SolarBank (the “SolarBank Pro Forma Financial Statements”) comprised of the pro forma consolidated statement of financial position as at March 31, 2024, and the pro forma consolidated statements of income and comprehensive income of the Company for the financial year ended June 30, 2023 and the nine month period ended March 31, 2024, giving effect to the completion of the Acquisition (as defined herein). Such SolarBank Pro Forma Financial Statements have been prepared using certain of SolarBank’s financial statements and the respective historical financial statements of Solar-Flow Through Funds Ltd. (“SFF”) and the nine limited partnerships (the “Predecessor LPs”) and respective general partnerships which were consolidated into one corporation, as more particularly described in the notes to such SolarBank Pro Forma Financial Statements. In preparing such SolarBank Pro Forma Financial Statements, the Company had limited access to the books and records of SFF and the Predecessor LPs and was not in a position to independently assess or verify information related to SFF and the Predecessor LPs that was used to prepare the SolarBank Pro Forma Financial Statements or the financial statements of SFF and the Predecessor LPs that are included in this prospectus supplement. Such SolarBank Pro Forma Financial Statements are not necessarily indicative of results of operations and financial condition that would actually have occurred for the periods presented had the Acquisition and the related financing been effective at the beginning of such periods, nor of the future results of operations and financial condition of the Company. Since the SolarBank Pro Forma Financial Statements have been developed to retroactively show the effect of a transaction that has occurred at a later date (even though this was accomplished by following generally accepted practice using reasonable assumptions), there are limitations inherent in the very nature of pro forma data. The data contained in the SolarBank Pro Forma Financial Statements represents only a simulation of the potential financial impact of the Acquisition. Undue reliance should not be placed on such SolarBank Pro Forma Financial Statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors – Risks Related to the Acquisition”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

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

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

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

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

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

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

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

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

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

THE COMPANY

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

Overview of the Company

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

Principal Operations

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

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

The Company generates revenues via a diverse portfolio of distributed and community solar projects across multiple solar markets including projects with host off-takers and community solar projects under programs such as Feed-In-Tariff (“FIT”), Value of Distributed Energy Resources, and PPAs. The Company develops solar projects that sell electricity to commercial, industrial, municipal, residential and utility off-takers.

Recent Developments

BESS Project Financing

On December 16, 2024 the Company announced the financial closing of a combined project loan (the “RBC Loan”) in a principal amount of $25.8 million from Royal Bank of Canada as Lender, Administrative and Collateral Agent and Green Loan Structuring Agent (the “Lender” or “RBC”).

The RBC Loan, on a non-recourse basis, will be used for the construction, operation and maintenance of two 4.99 MW BESS projects to be located in Ontario (the “BESS Projects”), with project names SFF 06 and 903 respectively. The BESS Projects are owned by a subsidiary of the Company, 1000234763 Ontario Inc. (“ProjectCo”), and ProjectCo is the borrower under the terms of the RBC Loan.

In July 2023, the BESS Projects were awarded contracts by the Independent Electricity System Operator (“IESO”) under the Expedited Long-Term RFP (E-LT1 RFP). These contracts, which have a term of 22 years, include a fixed contract capacity payment of $1,221/MW per business day. The Company expects that once operational each project will have 4.74 MW of daily contract capacity available (at a capacity payment to ProjectCo of $1,221/MW per business day) for 251 business days in a year.

The RBC Loan will initially be advanced as a construction loan facility (the “Construction Facility”). The Construction Facility shall be converted into a term loan (the “Term Facility”) following the commercial operation date (“COD”) of each Project. The Loan also includes an ITC bridge facility (the “ITC Facility”).

The RBC Loan is available for draw down by ProjectCo based on its construction schedule for each of the BESS Projects and the satisfaction of relevant conditions precedent. The Loan is secured by a first ranking security interest over all assets of the ProjectCo.

The Company has an indirect 50% interest in ProjectCo, with the remaining 50% held by a partnership formed by First Nations communities in Ontario.

There are several risks associated with the development of the BESS Projects. The development of any project is subject to required permits, the continued availability of third-party financing arrangements for the Company and the ability of the Company to meet the conditions to draw down the funds available under the RBC Loan, the risks associated with the construction of a battery energy storage project and the degradation of battery storage capacity over time based on the number of discharge cycles. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for battery energy storage, which could result in future projects no longer being economic.

Qcells Transaction

On January 6, 2025 the Company announced that Qcells, through an affiliate, has entered into agreements to acquire from the Company a total of four ground-mount solar power projects that are under development in upstate New York (the “Qcells Projects”) representing 25.577 MW DC. The Qcells Projects are known as Gainesville, Hardie, Rice Road and Hwy 28.

Qcells is a subsidiary of South Korea’s Hanwha Solutions (KRX: 009830). Qcells is one of the world’s leading clean energy companies, recognized for its established reputation as a manufacturer of high-performance, high-quality solar cells and panels, portfolio of intelligent storage systems, and growing international pipeline of large-scale renewable energy projects. The company is headquartered in Seoul, South Korea (Global Executive HQ) with its diverse international manufacturing facilities in the U.S., Malaysia, and South Korea.

SolarBank originated the sites in upstate New York and the Qcells Projects have received positive interconnection results via a completed Coordinated Electric System Interconnection Review (CESIR). The Qcells Projects will be developed as four separate solar power projects. The Company will now continue to build the Qcells Projects for Qcells to commercial operation via EPC agreements. The sale of the Projects and EPC agreement have a total value of approximately US$49.5 million. The Company also expects that it will retain an operations and maintenance contract for the Qcells Projects following the completion of construction.

Once completed, the Qcells Projects will be operated as community solar projects. Community solar is a group of solar panels with access to the local electricity grid. Once the panels are turned on and generating electricity, clean energy from the site feeds into the local power grid. Depending on the size and number of panels the project has, dozens or even hundreds of renters and homeowners can save money from the electricity that is generated by the project. By subscribing to a project, a homeowner earns credits on their electric bill every month from their portion of the solar that’s generated by the project, accessing the benefits of solar without installing panels on their home. The Qcells Projects are expected to be eligible for incentives under the New York State Energy Research and Development Authority (NYSERDA) NY-Sun Program.

There are several risks associated with the development of the Qcells Projects. The development of any project is subject to required permits, the continued availability of third-party financing arrangements for Qcells, the risks associated with the construction of a solar energy project. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for solar energy projects, which could result in future projects no longer being economic. Qcells will pay the purchase price for the Projects, and construction costs under the EPC agreements, in stages. If Qcells does not obtain the necessary financing, the Company is obligated to reacquire the projects subject to retention of an initial payment.

Camillus Property

On March 18, 2025 the Company announced that its 3.26 MW Camillus Solar Project (the “Camillus Project”) has been sold to, and will now be constructed for, Solar Advocate Development LLC (“Solar Advocate”). The Camillus Project is being constructed as a 3.26 MW DC ground-mount solar power project on a closed landfill site and will operate as a community solar project. Engineering and initial construction have commenced and the Company has initiated procurement of major equipment. The Company has also leveraged its strong relationships with Tier 1 suppliers to secure major equipment orders of solar panels, inverters, racking, and transformers necessary for the Project. The Company will now continue to build the Camillus Project for Solar Advocate to commercial operation via an EPC agreement dated March 18, 2025. The sale price for the Camillus Project, and value of the EPC agreement, are approximately $7.3 million USD.

Development Pipeline

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

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

RISK FACTORS

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

Risks Related to the Offering

Discretion in the use of proceeds

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

Dilution from future offerings

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

Return on investment not guaranteed / Loss of entire investment

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

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

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

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

Liquidity risk

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

There is no established public trading market for the Warrants

There is no established public trading market for the Warrants, and the Company does not expect such a market to develop. In addition, the Company does not plan on making an application to list the Warrants on Cboe Canada, Nasdaq, or any other securities exchange or other trading system. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. Except in limited circumstances specified in the Warrants, holders of the Warrants will not be entitled to any voting rights, dividends or other rights as shareholders of the Company, prior to the exercise of their Warrants. In addition, the Warrants have an exercise price of US$4.45 per Warrant Share and expire five years from the date of issuance. If the price of the Common Shares does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants may not have any value.

Forward-looking statements may be inaccurate

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

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

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

Loss of Foreign Private Issuer Status in the Future

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

Passive Foreign Investment Company Status

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

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

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

Risks Related to our Business

Our business may be affected by global economic conditions.

Global financial markets have at various times in the past, and may, in the future, experience extreme volatility impacting many industries, including the mining industry. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks, including rising inflation, related government interventions, and global supply-chain disruption. A sudden or prolonged slowdown in the financial markets or other economic conditions, including but not limited to, fuel and energy costs, potential changes to trade policy, including tariff and import/export regulations, consumer spending, employment rates, business conditions, inflation, consumer debt levels, lack of available credit, the state of the financial markets, rising interest rates and tax rates, may adversely affect our growth and potential future profitability.

Future economic shocks may be precipitated by a number of causes, including, but not limited to, a rise in the price of oil and other commodities, the volatility of metal prices, rising inflation and interest rates, geopolitical instability, war, invasions or other armed conflicts, terrorism, pandemics, epidemics or other health concerns, the devaluation and volatility of global stock markets, tariffs and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact our ability to obtain equity or debt financing in the future on terms favourable to us or at all. In such an event, our operations and financial condition could be adversely impacted.

Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy resulting from recently proposed trade barriers, including tariffs.

The global economy has the potential to be negatively impacted by increasing tension and uncertainty resulting from actions by the United States government to impose tariffs on goods that are imported into the United States. Increased trade barriers, such as tariffs, could adversely affect our business, financial condition and results of operations. The impact of any tariffs is expected to result in market disruptions, inflation, supply chain disruptions and volatility in commodity prices, credit and capital markets. Further escalation of geopolitical tensions related to tariffs and retaliatory trade actions could result in increased volatility and disruption to the global economy and the markets in which we operate adversely impacting our business, financial condition or results of operations.

Governments may revise, reduce or eliminate incentives and policy support schemes for solar and battery storage power, which could cause demand for our products to decline.

Historically, the market for on-grid applications, where solar power supplements the electricity a customer purchases from the utility network or sells to a utility under a FIT, depends largely on the availability and size of government subsidy programs and economic incentives. Until recently, the cost of solar power exceeded retail electricity rates in many locations. Government incentives vary by geographic market. Governments in many countries provided incentives in the form of FITs, rebates, tax credits, renewable portfolio standards, auctions for Contracts for Difference, Feed-in Premium and other incentives.

In the United States, the Inflation Reduction Act of 2022 (“IRA”) is a bill passed by the 117th United States Congress in August 2022 that aims to curb inflation by reducing the deficit, lowering prescription drug prices, and investing into domestic energy production while promoting clean energy solutions. The IRA includes long-term solar and energy storage tax incentives and other critical provisions that will help decarbonize the electric grid with significant clean energy deployment. The legislation earmarked $369 billion for U.S. energy security and fighting climate change. The IRA extends the solar input tax credit (“ITC”) by 10 years at 30%. The existing federal ITC has been fundamental to incentivizing the growth of American solar. The credit applies to residential, commercial, and utility-scale developers and will create an effective discount of 30% on the capital cost of solar installations for ten years (until 2033). The credit will decline to 26% in 2033 and to 22% in 2034. The reinvigorated ITC will come with a variety of “adders,” which could push the tax credit to as high as 50% for some projects. Additionally, the credit is equipped with a direct pay provision, allowing developers with little to no tax liability to treat it as a tax overpayment, resulting in a cash refund.

These governments implemented mandates to end-users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. However, these government mandates and economic incentives in many markets either have been or are scheduled to be reduced or eliminated altogether or in the case of the IRA the new administration in the United States has discussed repealing the IRA in whole or in part, and it is likely that eventually incentives for solar and alternative energy technologies will be phased out completely. Over the past few years, the cost of solar energy has declined, and the industry has become less dependent on government incentives.

While solar projects may continue to offer attractive internal rates of return, it is unlikely that these rates will be as high as they were in the past. If internal rates of return fall below an acceptable rate for project investors, and governments continue to reduce or eliminate incentives for solar power, this may cause a decrease in demand and considerable downward pressure on solar systems and therefore negatively impact the value of solar projects. The reduction, modification or elimination of government incentives in one or more of our markets could therefore materially and adversely affect the growth of such markets or result in increased price competition, either of which could cause our revenues to decline and harm our financial results.

CONSOLIDATED CAPITALIZATION

The following table sets out the consolidated capitalization of the Company as of December 31, 2024, both before and after giving effect to the Offering. Except as described in the Interim Financial Statements and as outlined under “Prior Sales”, there have been no material changes in ‎the share and loan capital of the Company, on a consolidated basis, since December 31, 2024. For information on the issuance of Common Shares pursuant to the exercise of options pursuant to our share compensation plan, the issuance of Common Shares pursuant to the vesting of restricted share units pursuant to our share compensation plan and warrants, see “Prior Sales”. ‎

USE OF PROCEEDS AND BUSINESS OBJECTIVES AND MILESTONES

Use of Proceeds

The net proceeds of the Offering, are estimated to be US$7,905,000, after deducting the Placement Agent’s Commission of US$595,000, but before deducting the expenses of the Offering (estimated to be approximately US$250,000). See “Plan of Distribution”.

The Company intends to use the net proceeds from the Offering to advance the Company’s business objectives and for general corporate purposes (discussed in the table below), including funding the development and ownership of solar power projects, BESS projects, general and administrative expenses and for working capital requirements.

Notes:

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

In order to continue to grow as an IPP, the Company would need to make an adjustment in Phase 3. Instead of bringing in a project sponsor to finance and own the relevant project, the Company would be the sponsor by financing the project itself and retaining ownership. The process and costs associated with project ownership are the same as the Company’s existing business model, except for the requirement to fund the development costs. As a result, the Company needs additional capital to cover the equity portion of project development costs. Absent additional capital, the Company will continue with its “develop to sell” strategy and take smaller ownership interests in smaller projects. The proceeds of the Offering will allow the Company to retain a larger ownership in larger projects and accelerate its development pipeline. Under “Business Objectives and Milestones” the Company has identified the specific projects that financing from this prospectus supplement will be allocated towards for project ownership purposes or accelerated development.

In order to advance the business objectives of project ownership or acceleration of the development pipeline, the Company would use funds raised from the Offering for project development costs including as set out below and as further detailed under “Business Objectives and Milestones”:

Up to 26% of the proceeds raised from this prospectus supplement may be allocated to general and administrative costs including contractor costs, professional fees, rent, travel and conference, insurance, investor relations and marketing, and general office expenses.

If the Offering is fully subscribed, the net proceeds to the Company from the Offering, after deducting the Placement Agent’s Commission of US$595,000, but before deducting the estimated expenses of the Offering, will be US$7,905,000.

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

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

Business Objectives and Milestones

The primary business objectives for the Company using the net proceeds from the Offering are set forth in the table below:

The current status of the projects noted in the table above is as follows:

Ontario BESS Projects

There are three Ontario BESS Projects known as SFF-06, 903 and OZ-1. SFF-06 and 903 have secured project financing pursuant to the RBC Loan. SFF-06 has commenced construction with an expected completion date in the third calendar quarter of 2025. 903 is expected to commence construction during the second calendar quarter of 2025 once final permits are received. OZ-1 remains in the permitting process and has not yet secured project financing. However, the Company is in discussion with a project finance lender and anticipates concluding project financing and commencing construction during the third calendar quarter of 2025.

Jordan Rd-1, Skaneateles

The Jordan Rd-1, Skaneateles project is a ground-mount solar PV project with a capacity of 7.163 MW DC located in New York. The project currently has completed an interconnection study with the utility, and has applied for permits from the local authority having jurisdiction. Engineering has started but the Company has not yet commenced construction or procurement of major equipment.

While the Company believes it has the skills and resources necessary to accomplish these business objections and milestones, there is no guarantee that the Company will be able to do so within the time frames indicated above, or at all. See “Risk Factors”.

PLAN OF DISTRIBUTION

The Offering

A.G.P. / Alliance Global Partners has agreed to act as exclusive placement agent subject to the terms of the Agency Agreement. The Placement Agent is not purchasing or selling any of the Units offered by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of Units, but has agreed to use its reasonable best efforts to arrange for the sale of all of the Units offered hereby. Therefore, we may not sell the entire number of Units offered pursuant to this prospectus supplement. The Company will enter into a securities purchase agreement directly with the Purchasers in connection with the Offering.

The Offering is being made only in the United States pursuant to a prospectus supplement to the Company’s base shelf registration statement on Form F-10 declared effective by the SEC on May 2, 2023. The Units will be offered in the United States directly to the Purchasers.

The Units are offered subject to a number of conditions, including but not limited to, listing of the Unit Shares and Warrant Shares on Cboe Canada and Nasdaq, and will be subject to the Company fulfilling all the requirements of Cboe Canada and Nasdaq.

The offering price of the Units was determined by arm’s length negotiation between the Company, the Placement Agent and the purchasers. The Unit Shares will be delivered to the investors in book entry form through the Depository Trust Company system. Certificates representing the Warrants will be in definitive form and available for delivery to purchasers at closing of the Offering.

Commissions and Expenses

The following table shows the per Units; and total Placement Agent’s Commission the Company will pay to the Placement Agent:

We estimate that the total expenses of the Offering payable by us, not including the Placement Agent’s Commission, will be approximately US$250,000. Subject to compliance with FINRA Rule 5110(f)(2)(D)(i), we have agreed to reimburse the Placement Agent for certain of its fees and expenses, including (i) the expenses of counsel and other out-of-pocket expenses of the Placement Agent, in an amount not to exceed US$75,000 in the aggregate, (ii) US$15,000 for the Placement Agent’s non-accountable expenses and (iii) to reimburse the Placement Agent for its clearing expenses in the amount of US$7,000.

Compensation Warrants

We have also agreed to issue Compensation Warrants to the Placement Agent to purchase up to119,718 Common Shares (representing 5.0% of the aggregate number of Units sold in this Offering), at an exercise price of US$4.615 per share (equal to 130% of the public offering price for the Units to be sold in this Offering). The Compensation Warrants will be exercisable for a period of five years beginning twelve (12) months after the Closing Date. The Compensation Warrants and the Common Shares issuable upon exercise of the Compensation Warrants are qualified for distribution under this prospectus supplement.

Tail

In the event that the investor during the term of our engagement with the Placement Agent provides any capital to us in any public or private offering or other financing or capital raising-transaction of any kind that is consummated prior to the twelve (12) month period following the expiration or termination of the Placement Agency Agreement, we shall pay the Placement Agent the cash compensation provided above on the gross proceeds from such investor.

Indemnification

The Company has agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the U.S. Securities Act, as amended, and, where such indemnification is unavailable, to contribute to payments that the Placement Agent may be required to make in respect of such liabilities.

Regulation M

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the U.S. Securities Act and any fees received by it and any profit realized on the sale of the securities by it while acting as principal might be deemed to be underwriting discounts or commissions under the U.S. Securities Act. The Placement Agent will be required to comply with the requirements of the U.S. Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our securities and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Other Relationships

The Placement Agent and its respective affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. The Placement Agent has received, or may in the future receive, customary fees and commissions for these transactions.

Listing

The Company has applied to list the Unit Shares and Warrant Shares on Cboe Canada and Nasdaq. Listing on Cboe Canada and Nasdaq will be subject to the Company fulfilling all of the listing requirements of Cboe Canada and Nasdaq. The Company has submitted a notification of listing to list the Unit Shares and Warrant Shares on Cboe Canada and Nasdaq.

There is no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased in this Offering. In addition, the Warrants will not be listed for trading on Cboe Canada, Nasdaq or any other stock exchange following the Closing Date. This may affect the pricing of such Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of such Warrants and the extent of issuer regulation. See “Risk Factors”.

Delivery of Securities

The Company expects to deliver the Unit Shares and Warrants on or about March 24, 2025, subject to the satisfaction or waiver of customary closing conditions.

Copies of this prospectus supplement and the accompanying base shelf prospectus in electronic format may be made available on the websites maintained by the Placement Agent.

DESCRIPTION OF Securities Being Distributed UNder the OFfering

Common Shares

The Company is authorized to issue an unlimited number of Common Shares. As of March 19, 2025, there were 32,463,748 Common Shares issued and outstanding.

In addition, as of the date of this prospectus supplement, there are: 2,252,500 Common Shares issuable upon the exercise of outstanding stock options, each with an exercise price of $0.75 per Common Share; 350,000 Common Shares issuable upon the conversion of outstanding restricted share units; 7,968,000 Common Shares issuable upon the exercise of outstanding warrants; and contingent payment of up to an additional 2,283,929 Common Shares that will be issued in the form of contingent value rights (“CVRs”) in connection with the closing of the Acquisition.

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

Warrants

The Unit Shares and the Warrants comprising the Units will separate following the closing of the Offering. The Warrants issued under the Offering will be issued in certificated form. The following description is subject to the detailed provisions of the form of certificate for the Warrants (the “Warrant Certificate”). Reference should be made to the Warrant Certificate for the full text of attributes of the Warrants.

Each whole Warrant will entitle the holder to acquire, subject to adjustment as summarized below, one Warrant Share at an exercise price of US$4.45 per Warrant Share for a period beginning immediately following the date of issuance and expiring five years following the date of issuance, after which time the Warrant will be void and of no value. The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed notice of exercise, thereby canceling all or a portion of such holder’s Warrants.

The Warrant Certificate will provide that the number of underlying shares and exercise price of the Warrants will be subject to adjustment in the event of certain share dividends or distributions or of a subdivision or consolidation of the Common Shares or similar events.

In connection with a fundamental transaction holders of the Warrants will have the right to receive, upon exercise, the same consideration as holders of Common Shares in respect of the Common Shares that would be issuable upon exercise of the Warrants immediately prior to such fundamental transaction, in addition to any additional consideration receivable by holders of Common Shares in connection with such fundamental transaction. Holders of the Warrants will also have the option, within 30 days of the closing of a fundamental transaction, to require the Company (or its successor) to repurchase their Warrants in cash or, if the fundamental transaction is not in the Company’s control, in the consideration received by other holders of Common Shares in respect of such fundamental transaction, at a value determined by using the Black-Scholes option pricing model.

There is currently no market through which the Warrants may be sold, and purchasers may not be able to resell the Warrants purchased under this prospectus supplement. The Warrant Certificate will also contain restrictions on the number of Common Shares that may be acquired by a holder of Warrants upon any exercise of the Warrants that would result in the holder and its affiliates holding in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of such Warrants, which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to us, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following notice to us. No fractional Warrant Shares will be issuable upon the exercise of any Warrants. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have, except as set forth in the Warrants.

PRIOR SALES

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

Note:

TRADING PRICE AND VOLUME

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

Note:

On March 19, 2025, the last trading day prior to the date of this prospectus supplement, the closing price of the Common Shares on Cboe Canada was $6.35.

Note:

On March 19, 2025, the last trading day prior to the date of this prospectus supplement, the closing price of the Common Shares on the Nasdaq was US$4.43.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a general summary of the principal ‎Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (the ‎‎”Tax Act‎‎”) and the Canada-United States Tax Convention (1980) (the “Tax Treaty”)‎ generally applicable to a ‎holder who acquires Units, consisting of one Unit Share and one Warrant, pursuant to the Offering and (if applicable) Warrant Shares upon the exercise of Warrants (together, the “Securities”). For purposes of this summary, references to the “Shares” include Unit Shares and Warrant Shares, unless otherwise indicated.

This summary applies only to a holder who is a beneficial owner of Securities acquired pursuant to this Offering and who, at all relevant ‎times, (a) for the purposes of the Tax Act (i) is not resident or deemed to be resident, nor has ever been resident, in Canada, (ii) deals at “arm’s length” with the Company, and is not “affiliated” with the Company (each as defined in the Tax Act), (iii) acquires and holds Securities as capital property, (iv) does not, and is not deemed to, use or hold Securities in the course of carrying on, or otherwise in connection with, a business carried on or deemed to be carried on in Canada (including an adventure or concern in the nature of trade), (v) is not an insurer that carries on an insurance business in Canada and elsewhere, (vi) is not an “authorized foreign bank” (as defined in the Tax Act), (vii) has not entered into, and will not enter into, a “synthetic disposition arrangement” or a “derivative forward agreement” with respect to the Securities, (viii) is not exempt from tax under the Tax Act, (ix) does not have and has not had, at any time, a “permanent establishment” (as defined in the Treaty) of any kind in Canada, or (x) is otherwise of special status or in special circumstances, and (b) is a “qualifying person” under, and entitled to the full benefits of, the Tax Treaty. Holders who meet all the criteria in clauses (a) and (b) above are referred to herein as “United States Holders”, and this summary only addresses such United States Holders. The Securities will generally be considered to be capital property to a United States Holder unless the United States Holder holds or uses, or is deemed to hold or use, such Securities in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in a transaction or transactions considered to be an adventure in the nature of trade.

‎In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Tax Treaty. United States Holders who are members of or holders of an interest in such an entity that holds Securities should consult their own tax advisors regarding the extent, if any, to which the benefits of the Tax Treaty will apply to the entity in respect of its Securities.

This summary is based on the facts set out in this prospectus supplement, the current provisions of the Tax Act, the ‎current provisions of the Tax Treaty (each as in force as of the date of this prospectus supplement) and the Company’s ‎understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) ‎published in writing by the CRA prior to the date hereof. This summary takes into account all specific proposals to amend the ‎Tax Act publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date ‎hereof (the “Proposed Amendments”) and assumes that the Proposed Amendments will be enacted in the form ‎proposed. However, the Proposed Amendments might not be enacted in the form proposed, or at all. This ‎summary does not otherwise take into account or anticipate any changes in law or administrative policies or ‎assessing practices, whether by legislative, regulatory, administrative, governmental or judicial decision or action, nor does it take into account ‎tax laws of any province or territory of Canada or of any other jurisdiction outside Canada, which may differ ‎significantly from those discussed in this summary.‎‎ ‎

For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Securities ‎must generally be expressed in Canadian dollars. Amounts denominated in United States currency generally must ‎be converted into Canadian dollars as determined in accordance with the Tax Act.‎‎ ‎

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular United States Holder, and not representations with respect to the tax consequences to any United States Holder or prospective United States Holder are made herein. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in the Securities. The tax consequences of acquiring, holding and disposing of Securities will vary according to the United States Holder’s particular circumstances. United States Holders should consult their own tax advisors regarding the specific tax consequences to them of acquiring, holding and disposing of Securities, having regard to their particular circumstances.

Withholding Tax on Dividends

‎‎Amounts paid or credited or deemed to be paid or credited as, on account or in lieu of payment of, or in satisfaction ‎of, dividends on Shares to a United States Holder will be subject to Canadian withholding tax. Under the ‎Tax Act, the rate of withholding is 25% of the gross amount of the dividend.‎

‎Under the Tax Treaty, the rate of withholding applicable to a dividend or deemed dividend beneficially owned by a United States Holder is ‎generally reduced to 15%, and may further be reduced to 5% if the United States Holder is a company entitled to ‎full benefits under the Tax Treaty that owns, directly or indirectly, at least 10% of the voting stock of the Company.‎

‎Exercise of Warrants

No gain or loss will be realized by a United States Holder upon the exercise or deemed exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised or deemed to be exercised, the cost of the Warrant Share acquired by the United States Holder on exercise of the Warrant will be the aggregate of the United States Holder’s adjusted cost base of such Warrant and the exercise price paid to acquire the Warrant Share. The adjusted cost base of the Warrant Share acquired by the United States Holder on exercise of the Warrant will be determined by averaging the cost of such Warrant Share with the adjusted cost base to the United States Holder of all Common Shares held by the United States Holder as capital property (if any) immediately prior to such acquisition.

Dispositions of Securities

‎ ‎A United States Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on ‎the disposition or deemed disposition of a Security, nor will a capital loss arising therefrom (including on the expiry of a Warrant) be recognized ‎under the Tax Act, unless such Security constitutes “taxable Canadian property” (as defined in the Tax Act) ‎of the United States Holder at the time of disposition or deemed disposition and the United States Holder is not entitled to relief under the Tax Treaty.

‎Provided the Shares are listed on a “designated stock exchange” (as defined in the Tax Act) (which ‎currently includes the Nasdaq and Cboe Canada) at the time of disposition or deemed disposition, the Securities generally ‎will not constitute “taxable Canadian property” of a United States Holder at that time unless, at any time during the ‎‎60-month period immediately preceding the disposition or deemed disposition, the following two conditions are met concurrently: (i) 25% ‎or more of the issued shares of any class or series of shares of the Company were owned by or belonged to one or ‎any combination of: (a) the United States Holder, (b) persons with whom the United States Holder does not deal at ‎‎”arm’s length” (within the meaning of the Tax Act), or (c) partnerships in which the United States Holder or a person ‎described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more ‎than 50% of the fair market value of the Securities was derived directly or indirectly from one or any ‎combination of (a) real or immovable property situated in Canada, (b) “Canadian resource properties” (as defined ‎in the Tax Act), (c) “timber resource properties” (as defined in the Tax Act), or (d) options in respect of, interests in, ‎or, for civil law, rights in any such properties (whether or not such property exists). Notwithstanding the ‎foregoing, a Security may otherwise be deemed to be “taxable Canadian property” of a United States Holder in certain circumstances. ‎

United States Holders whose Securities may constitute “taxable Canadian property” should consult their tax advisors with respect to the tax and compliance considerations that may be relevant to them, including with respect to any potential relief under the Tax Treaty.

POTENTIAL INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE CANADIAN OR ‎OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE UNITS.‎

CERTAIN U.S. FEDERAL INCOME TAX ‎CONSIDERATIONS

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined ‎herein) arising from and relating to the acquisition, ownership, and disposition of Unit Shares and Warrants comprising the Units pursuant to the Offering, and Warrant Shares upon exercise of the Warrants, that was prepared by Hodgson Russ ‎LLP, counsel to the Company with respect to U.S. federal income tax matters. ‎

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. ‎federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and ‎disposition of Unit Shares, Warrants or Warrant Shares. In addition, this summary does not take into account the individual facts and circumstances of any ‎particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including, without limitation, ‎specific tax consequences to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and ‎should not be construed as. legal or U.S. federal income tax advice with respect to any U.S. Holder. Except as set forth below, this ‎summary does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift. U.S. state and local, and non-U.S. tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Unit Shares, Warrants or Warrant Shares, nor ‎any applicable tax reporting requirements. Each prospective U.S. Holder should consult their own tax advisors regarding the U.S. federal. U.S. federal net investment income. U.S. federal alternative minimum. U.S. federal estate and gift. U.S. state and local. and non-U.S. tax consequences and tax reporting requirements relating to the acquisition. ownership. and disposition of Unit Shares, Warrants or Warrant Shares. ‎

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

Scope of this Summary

Authorities

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

U.S. Holders

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

Non-U.S. Holders

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

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

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

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

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

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

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

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

Allocation of Purchase Price

Each Unit should be treated for U.S. federal income tax purposes as an investment unit consisting of one Unit Share and one Warrant. For U.S. federal income tax purposes, U.S. Holders will be required to allocate the purchase price of the Unit between the Unit Share and the Warrant based on their relative fair market values at the time of issuance. This allocation of the purchase price for the Unit will establish such U.S. Holder’s initial tax basis for U.S. federal income tax purposes in the Unit Share and the Warrant comprising the Unit.

The Company intends to allocate as consideration for their issue US$2.099 to each Unit Share and US$1.451 per Warrant acquired as part of a Unit. As of the date of this Prospectus Supplement, the Company believes that such allocation is reasonable but such allocation will not be binding on the IRS. Each U.S. Holder should consult its own tax advisor regarding the allocation of the purchase price for the Units.

Exercise, Disposition or Expiration of Warrants (Assuming the Company is not a PFIC)

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

Exercise of Warrants

The U.S. federal income tax treatment of the exercise of a Warrant is uncertain, and the U.S. tax consequences of the exercise of a Warrant could differ from what is described herein. Subject to the foregoing sentence, and the discussion below under “Passive Foreign Investment Company Rules”, a U.S. Holder generally should not recognize gain or loss on the exercise of a Warrant and related receipt of a Warrant Share. A U.S. Holder’s initial tax basis in the Warrant Share received on the exercise of a Warrant should be equal to the sum of (a) such U.S. Holder’s tax basis in such Warrant plus (b) the exercise price paid by such U.S. Holder on the exercise of such Warrant. The holding period for the Warrant Share may or may not include the period during which the U.S. Holder held the Warrant. Each U.S. Holder should consult its own tax advisor regarding the proper treatment of an exercise of a Warrant and the tax basis in, and the holding period for, the Warrant Share received on such exercise.

Sale or Other Taxable Disposition of Warrants

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Warrant in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Warrant sold or otherwise disposed of. Subject to the discussion under “Passive Foreign Investment Company Rules” below, any such gain or loss generally will be a capital gain or loss (provided that the Warrant Share to be issued on the exercise of such Warrant would have been a capital asset within the meaning of Section 1221 of the Code if acquired by the U.S. Holder), which will be long-term capital gain or loss if the Warrant is held for more than one year.

Expiration of Warrants Without Exercise

Subject to the discussion under “Passive Foreign Investment Company Rules” below, upon the lapse or expiration of a warrant, a U.S. Holder will recognize a loss in an amount equal to such U.S. Holder’s tax basis in the Warrant. Any such loss generally will be a capital loss and will be long-term capital loss if the Warrants are held for more than one year. Deductions for capital losses are subject to complex limitations under the Code.

Certain Adjustments to the Warrants

Under Section 305 of the Code, an adjustment to the number of Warrant Shares that will be issued on the exercise of the Warrants, or an adjustment to the exercise price of the Warrants may be treated as a constructive distribution to a U.S. Holder of the Warrants if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder’s proportionate interest in the “earnings and profits” or assets of the Company, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to shareholders of the Company). In addition, an adjustment made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the Warrants generally should not be considered to result in a constructive distribution. Each U.S. Holder should consult its own tax advisor regarding the proper treatment of any adjustment to the number of Warrant Shares that will be issued on the exercise of the Warrants or an adjustment to the exercise price of the Warrants.

Ownership and Disposition of Unit Shares or Warrant Shares (Assuming the Company is not a PFIC)‎

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

Distributions on Unit Shares or Warrant Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Unit Share or Warrant Share will be required to ‎include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such ‎distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax ‎purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution ‎will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the Unit Shares or Warrant Shares and thereafter as gain ‎from the sale or exchange of such Unit Shares or Warrant Shares (see “Sale or Other Taxable Disposition of Unit Shares or Warrant Shares” below). However, the ‎Company may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each ‎U.S. Holder may have to assume that any distribution by the Company with respect to the Unit Shares or Warrant Shares will constitute dividend ‎income. Dividends received on Unit Shares or Warrant Shares by corporate U.S. Holders generally will not be eligible for the “dividends received ‎deduction” allowed to corporations in respect of dividends received from other U.S. corporations or, absent the corporate U.S. Holder meeting certain ownership thresholds, the dividends-received deduction available in respect of dividends received from certain foreign corporations. Subject to applicable limitations and provided the Company is eligible for the benefits of the Tax Treaty or the Unit Shares or Warrant Shares are ‎readily tradable on a United States securities market, dividends paid by the Company to non-corporate U.S. Holders, including ‎individuals, generally will be eligible for the preferential tax rates applicable to qualified dividends, provided certain holding period and ‎other conditions are satisfied, including that the Company not be classified as a PFIC in the tax year of distribution or in the preceding ‎tax year. ‎

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

The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules. ‎

Sale or Other Taxable Disposition of Unit Shares or Warrant Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Unit Shares or Warrant Shares in an amount equal to the difference, ‎if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in such Unit Shares or Warrant Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term ‎capital gain or loss if, at the time of the sale or other disposition, such Unit Shares or Warrant Shares are held for more than one year. If the ‎consideration a U.S. Holder receives for the Unit Shares or Warrant Shares is not paid in U.S. dollars, the amount realized will be determined using the ‎rules described under “Additional Considerations — Use of Foreign Currency to Acquire Unit Shares, Warrants or Warrant Shares or Receipt of Foreign ‎Currency”. A U.S. Holder’s tax basis in its Unit Shares or Warrant Shares generally will equal the U.S. dollar cost of such Unit Shares or Warrant Shares. If a U.S. ‎Holder uses foreign currency to acquire Unit Shares or Warrant Shares, the cost of the Unit Shares or Warrant Shares will be determined using the rules described under ‎‎”Additional Considerations — Use of Foreign Currency to Acquire Unit Shares, Warrants or Warrant Shares or Receipt of Foreign Currency”.‎

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no ‎preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to ‎significant limitations under the Code. ‎

Passive Foreign Investment Company Rules

For purposes of the following discussion, the term “Common Shares” is intended to refer to both “Unit Shares” and “Warrant Shares.”

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

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

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

‎

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

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

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

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

Additional Considerations

Additional Tax on Passive Income

Certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surtax on “net ‎investment income” including, among other things, dividends and net gain from disposition of property (other than property held in ‎certain trades or businesses). U.S. Holders should consult their own tax advisors regarding the application, if any, of this tax on their ‎ownership and disposition of Unit Shares, Warrants or Warrant Shares. ‎

Use of Foreign Currency to Acquire Unit Shares, Warrants or Warrant Shares or Receipt of Foreign Currency

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

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

A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who ‎converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that ‎would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different ‎rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisor ‎regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency. ‎

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to ‎dividends paid on the Unit Shares or Warrant Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such ‎Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction ‎will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes ‎paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of ‎rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the ‎foreign tax credit rules. ‎

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their ‎investment in, or involvement in, a foreign corporation. For example, there may be a requirement to file an IRS Form 8938 (“Statement of Specified ‎Foreign Financial Assets”), with a U.S. Holder’s U.S. tax return, under special rules that impose U.S. return disclosure obligations (and related ‎penalties) on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of ‎specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also may include assets such as the ‎Unit Shares, Warrants or Warrant Shares. Other IRS information reporting on various IRS Forms may also be required with respect to a U.S. Holder. Penalties for failure to file ‎required information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns. ‎

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition ‎of, Unit Shares, Warrants or Warrant Shares will generally be subject to information reporting and backup withholding tax (currently at a rate of 24%) if a U.S. Holder (a) fails to furnish such U.S. Holder’s ‎correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the ‎IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of ‎perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is ‎subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding ‎rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules will be allowed as a credit against a ‎U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely ‎manner.‎

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

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply ‎to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, ‎and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. ‎Holder should consult its own tax advisor regarding the information reporting and backup withholding rules. ‎

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

AGENT FOR SERVICE OF PROCESS

Paul Pasalic and Chelsea L. Nickles, each a director of the Company, reside outside of Canada and have appointed Blakes Vancouver Services Inc., c/o Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Canada as agent for service of process in Canada.

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

LEGAL MATTERS

Certain Canadian legal matters relating to the Offering hereby will be passed upon on behalf of the Company by Blake, Cassels & Graydon LLP, and on behalf of the Placement Agent by Mintz LLP.

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

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

ENFORCEMENT OF CIVIL LIABILITIES

The Company is governed by the laws of the Province of Ontario, Canada and its executive ‎offices, administrative activities and some of its assets are located outside the United States. In addition, the directors and ‎executive officers of the Company, and certain experts named in this prospectus supplement and in the accompanying ‎prospectus, or a document incorporated by reference herein or therein, are residents of jurisdictions other than the United States ‎and all or a substantial portion of the assets of those persons are or may be located outside the United States. Consequently, it may be difficult for United States purchasers to effect service of process within the United States on the Company, its directors or officers or such experts, or to realize in the United States on judgments of courts of the United States predicated on civil liabilities under the U.S. Securities Act, as amended. Purchasers should not assume that Canadian courts would enforce judgments of United States courts obtained in actions against the Company or such persons predicated on the civil liability provisions of the United States federal securities laws or the securities or “blue sky” laws of any state within the United States or would render judgments, in original actions, for liabilities against the Company or such persons predicated on the United States federal securities or any such state securities or “blue sky” laws.

The Company has filed with the SEC, in connection with the Registration Statement, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Company appointed Cogency Global Inc. as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a United States court, arising out of or related to or concerning the Registration Statement.

INTEREST OF EXPERTS

The Company’s external auditor, Deloitte LLP, is independent of the Company within the meaning of the rules of professional conduct of the Chartered Professional Accountants of Ontario and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

The Company’s former external auditor, ZH CPA, LLC, confirmed that it was independent of each of the Company, SFF, and the Predecessor LPs within the meaning of the rules of professional conduct of the Colorado State Board of Accountancy and the Public Company Accounting Oversight Board until January 13, 2025.

The Company’s former external auditor, MSLL CPA LLP, Chartered Professional Accountants, confirmed that it was independent of the Company, SFF, and the Predecessor LPs within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia until April 25, 2024.

Doane Grant Thornton LLP (formerly Grant Thornton LLP), former external auditor of both SFF and the Predecessor LPs, confirmed that it was independent of the Company, SFF, and the Predecessor LPs within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia, as of the date of their audit opinion.

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

AUDITORS, REGISTRAR AND TRANSFER AGENT

Deloitte LLP is the external auditor of the Company at its principal offices located at 200-8 Adelaide Street West, Bay Adelaide East, Toronto, Ontario, Canada.

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

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

Doane Grant Thornton LLP (formerly Grant Thornton LLP) was the external auditor of SFF and the Predecessor LPs at its principal offices located at 733 Seymour Street, Vancouver, British Columbia, Canada.

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

ADDITIONAL INFORMATION

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

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

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base ‎shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by ‎persons permitted to sell these securities.

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

short form base shelf prospectus

SOLARBANK CORPORATION

C$200,000,000

Common Shares

Debt Securities

Warrants

Subscription Receipts

Share Purchase Contracts

Units

SolarBank Corporation (the “Company” or “SolarBank”) may offer (the “Offerings”) and sell, from time to time, common shares of the Company (the “Common Shares”), debt securities (“Debt Securities”), warrants to purchase securities (“Warrants”), subscription receipts (“Subscription ‎Receipts”), share purchase contracts (“Share Purchase Contracts”), or any combination of such securities (“Units”) (all of the foregoing, collectively, the “Securities”) up to an aggregate initial offering price of C$200,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto) (the “Prospectus”), remains effective. The Securities may be sold by the Company or certain of the Company’s security holders (“Selling Securityholders” and each, a “Selling Securityholder”). Securities offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, including potentially by way of an “at-the-market distribution” (as defined under applicable Canadian securities legislation), and set forth in one or more prospectus supplements (collectively or individually, as the case may be, “Prospectus Supplements”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by the Company or one of its subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The prices at which the Securities may be offered and sold may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company or any Selling Securityholder. See “Plan of Distribution”.

The specific terms of the Securities with respect to a particular Offering will be set out in the applicable Prospectus ‎Supplement and may include, where applicable (i) in the case of Common Shares, the number of Common Shares offered, ‎the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common ‎Shares being offered, (ii) in the case of Debt Securities, the specific designation, the aggregate principal amount, the ‎currency or the currency unit for which the Debt Securities may be purchased, the maturity, the interest provisions, the ‎authorized denominations, the offering price, where the Debt Securities are being offered for cash, the covenants, the events ‎of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities and ‎any other terms specific to the Debt Securities being offered, (iii) in the case of Warrants, the number of such Warrants ‎offered, the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of ‎the Common Shares or Debt Securities purchasable upon exercise of the Warrants, any procedures that will result in the ‎adjustment of these numbers, the exercise price, the dates and periods of exercise, the currency in which the Warrants are ‎issued and any other terms specific to the Warrants being offered, (iv) in the case of Subscription Receipts, the number of ‎Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the ‎procedures for the exchange of the Subscription Receipts for Common Shares, Debt Securities or Warrants, as the case may ‎be, and any other terms specific to the Subscription Receipts being offered, (v) in the case of Share Purchase Contracts, the number and terms of the Common Shares subject to such contracts, and (vi) in the case of Units, the designation, ‎number and terms of the Common Shares, Warrants, Subscription Receipts, Share Purchase Contracts or Debt Securities comprising the Units. Where ‎required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, ‎appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement ‎describing the Securities‎.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. We may offer and sell Securities to, or through, underwriters or dealers purchasing as principals, directly to one or more other purchasers, or through agents pursuant to applicable statutory exemptions. A Prospectus Supplement relating to each issue of Securities will set forth the names of any underwriters, dealers or agents involved in the Offering and sale of the Securities and will set forth the terms of the Offering, the method of distribution of the Securities, including, to the extent applicable, the proceeds to us and any fees, discounts, concessions or other compensation payable to the underwriters, dealers or agents, and any other material terms of the plan of distribution.

The Company or any Selling Securityholder may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Company or any Selling Securityholder from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Company or any Selling Securityholder and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms. See “Plan of Distribution”.

This Prospectus may qualify an “at-the-market distribution”.

In connection with any offering of Securities, other than an “at-the-market distribution”, subject to applicable laws, unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. See “Plan of Distribution”.

The outstanding Common Shares are listed and posted for trading on the Canadian Securities Exchange (the “CSE”) under the symbol “SUNN”. The closing price of the Common Shares on the CSE on May 1, 2023, the last trading day of the Common Shares prior to the date of this Prospectus, was $6.35.

Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, the Warrants, the Subscription ‎Receipts, the Share Purchase Contracts and the Units will not be listed on any securities exchange. There is no market through which the Securities, ‎other than the Common Shares, may be sold and purchasers may not be able to resell these Securities purchased under ‎this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and ‎availability of trading prices, the liquidity of these Securities, and the extent of issuer regulation (see “Risk Factors”).

Prospective investors should be aware that the acquisition of the Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, contained in the applicable Prospectus Supplement with respect to a particular Offering and consult their own tax advisors with respect to their own particular circumstances.

Investing in the Securities involves significant risks. Prospective investors should carefully consider the risk factors described under the heading “Risk Factors” in this Prospectus, in the applicable Prospectus Supplement with respect to a particular Offering and in the documents incorporated by reference herein and therein.

No underwriter, dealer or agent has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus.

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt ‎Securities, in respect of which the payment of principal or interest may be determined, in whole or in part, by reference ‎to one or more underlying interests, including, for example, an equity or debt security, or a statistical measure of economic ‎or financial performance (including, but not limited to, any currency, consumer price or mortgage index, or the price or ‎value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of ‎the foregoing items). For greater certainty, this Prospectus may qualify for issuance Debt Securities, or Securities convertible ‎or exchangeable into Debt Securities, in respect of which the payment of principal or interest may be determined, in ‎whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as ‎a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as CORRA (the Canadian ‎Overnight Repo Rate Average), SOFR (Secured Overnight Financing Rate), EURIBOR (the Euro Interbank Offered Rate) or a U.S. ‎federal funds rate‎.

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

Paul Pasalic, a director of the Company, resides outside of Canada. This director has appointed DLA Piper (Canada) LLP, Suite 2800, Park Place, 666 Burrard St., Vancouver, British Columbia, V6C 2Z7, Canada, as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce ‎judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized ‎under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service ‎of process.‎

Unless otherwise indicated, all references to “$” or “C$” in this Prospectus refer to Canadian dollars and all references to “US$” in this Prospectus refer to United States dollars. See “Currency Presentation and Exchange Rate Information”. On May 1, 2023, the average exchange rate for Canadian dollars, as quoted by the Bank of Canada was US$1.00 = C$‎1.3546, or C$1.00 = US$0.7382.

About this Prospectus

In this Prospectus and any Prospectus Supplement, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” refer to SolarBank and our direct and indirect subsidiaries.

This Prospectus is a base shelf prospectus that the Company has filed with the securities commissions in each of the provinces in Canada in order to qualify the offering of the Securities described in this Prospectus in accordance with National Instrument 44-102–Shelf Distributions (“NI 44-102”).

Under this shelf registration process, SolarBank may sell any combination of the Securities described in this Prospectus in one or more offerings up to an aggregate offering price of $200,000,000. This Prospectus provides you with a general description of the Securities that the Company may offer. Each time the Company sells Securities under this Prospectus, the Company will provide a Prospectus Supplement that will contain specific information about the terms of that specific offering. The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in the Prospectus Supplement. Each shelf prospectus supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the securities to which the shelf Prospectus Supplement pertains.

You should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement in connection with an investment in the Securities. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus or any Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. Our business, financial condition, financial performance and prospects may have changed since those dates.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. In making the forward looking statements included in this Prospectus, the Company has made various material assumptions, including but not limited to: (i) obtaining the necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions; (iv) the Company’s ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms; (vi) the Company’s ability to attract and retain skilled staff; (vii) market competition; (viii) the products and services offered by the Company’s competitors; (ix) that the Company’s current good relationships with its service providers and other third parties will be maintained; and (x) 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, prospective purchasers of Offered Shares 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 “Risk Factors”, which include:

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

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

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

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

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this Prospectus are references to Canadian dollars. All references to “$” or “C$” are to Canadian dollars and references to “US$” are to United States dollars.

The Company presents its financial statements in Canadian dollars. The audited financial statements of the Company for ‎the year ended June 30, 2022 as well as the unaudited condensed consolidated interim financial statements of the company for the three and six months ended December 31, 2023 have been prepared in accordance with International Financial Reporting Standards. Certain financial information incorporated by reference in this Prospectus is derived from ‎such financial statements‎.

The following table sets forth the rate of exchange for the Canadian dollar expressed in United States dollars in effect at the end of each of the periods indicated, the average of the exchange rates in effect on the last day of each month during each of the periods indicated, and the high and low exchange rates during each of the periods indicated, in each case based on the daily average rate of exchange as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars.

The rate of exchange on May 1, 2023 as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was C$1.00 equals US$‎1.3546.

market and industry data

Unless otherwise indicated, information contained in this Prospectus concerning the Company’s industry and the markets in which it operates, including general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys and forecasts) and management studies and estimates.

Unless otherwise indicated, the Company’s estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from the Company’s internal research and knowledge of the renewable energy market and economy, and include assumptions made by the Company which management believes to be reasonable based on their knowledge of the Company’s industry and markets. The Company’s internal research and assumptions have not been verified by any independent source, and it has not independently verified any third-party information. While the Company believes the market position, market opportunity and market share information included in this Prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the industry and markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Forward-Looking Statements” and “Risk Factors”. For the avoidance of doubt, nothing stated in this paragraph operates to relieve any party from liability for any misrepresentation contained in this Prospectus under applicable Canadian securities laws.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in the provinces of Canada (collectively, the “Commissions”). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Administrative Officer of the Company at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4Z2, telephone (416) 494-9559. These documents are also available through the internet on SEDAR, which can be accessed online at www.sedar.com.

The following documents of the Company, filed by the Company with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions that are filed by us with a Commission after the date of this Prospectus and prior to the termination of the Offering under any Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

A Prospectus Supplement containing the specific terms of an Offering will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the Offering covered by that Prospectus Supplement.

Any template version of any “marketing materials” (as such term is defined in NI 44-101) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.

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

BUSINESS OF THE COMPANY

Overview of the Company

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

Principal Operations

The Company focuses on grid connected solar PV electricity power plants. With its full in-house development, engineering and construction expertise, the Company’s capabilities span the value chain from development, engineering, procurement and construction (“EPC”), financing, and, while not yet an Independent Power Producer (“IPP”), performs asset management which is a core function of an IPP. The Company’s core business consists of:

O&M stands for Operations and Maintenance. It refers to the set of activities, most of them technical in nature, which enable power plants to perform their task of producing energy at or above the expected level of performance, in compliance with applicable regulations. It encompasses several ongoing maintenance processes along with the replacement and disabling of broken and damaged system and structural components. O&M is essential to ensuring that solar power plants sustain themselves for their expected system life. O&M consists of three fundamental and principal functions:

Recent Developments

Commercial Operation at Union Springs, NY Solar Project

On March 7, 2023, the Company announced completion of construction on a ground-mount solar power project located at a municipally-owned utility campus in the Village of Union Springs, N.Y. The power plant passed its final New York State Energy Research and Development Authority (“NYSERDA”) NY-Sun Program inspection and has been placed into commercial operation. Upon final closing, SolarBank will assume a majority ownership stake in the system. Per the PPA with the municipality, the system will sell electricity to the municipality via remote net metering. The system has an installed capacity of 389.7kW DC and is expected to generate an estimated 578,000 kWh of clean, renewable energy in its first year of operation.

Recovery of Pre-Construction Development Costs

The Company’s subsidiary 2467264 Ontario Inc. (the “Subsidiary”) has now concluded agreements for the repayment of $6.38 million of Pre-Construction Development Costs (“PCDC”). The PCDC were incurred in connection with certain FIT Contracts in Ontario. PCDC are defined as reasonable costs incurred in development of a project from contract award date to termination date. The Subsidiary is owned 49.9% by the Company; however, based on an arrangement between the Subsidiary and the Company, the Company will receive the full amount of the PCDC recoveries from the Subsidiary.

Extension of Promissory Note

On December 28, 2022, the Company entered into a promissory note with a customer to convert a series of overdue accounts receivables of $1,206,984 (USD $891,158) since August 2022 to note receivable. The promissory note bears interest rate of 15% per annum and is payable on a monthly basis. The promissory note was expected to be repaid in March 2023 but subsequently the repayment date was ended to April 30, 2023.

RISK FACTORS

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

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement, the net proceeds from the sale of Securities will be used 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. At this time, the Company does not have any ‎proposed acquisitions‎.

As disclosed in the IPO Prospectus, the Company is shifting its business model from a “develop to sell” strategy to the ownership of renewable projects as an Independent Power Producer. Under the heading “General Development and Business of the Company – Operations Process” in the IPO Prospectus, the Company described the five phases of its business model:

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

The current COVID-19 pandemic as well as future developments in the Company’s solar power projects under development or unforeseen events ‎may also impact the ability of the Company to use the proceeds from the sale of the Securities as intended or disclosed in ‎each Prospectus Supplement. See “Risk Factors”‎.

Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities.

During the most recent financial year ended June 30, 2022, the Company had negative cash flow from operating activities. To the extent that the Company has negative cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. If necessary, proceeds from the sale of Securities may be used to fund negative cash flow from operating activities in future periods which will be indicated in a Prospectus Supplement as applicable. There can be no assurance that the Company will be able to generate a positive cash flow from its operations, that additional capital or other types of financing will be available when needed or that these financings will be on terms favourable to the Company. All expenses relating to an Offering and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such Securities, unless otherwise stated in the applicable Prospectus Supplement.

The Company will not receive any proceeds from any sale of Securities by any Selling Securityholder.

CONSOLIDATED CAPITALIZATION

Since the date of the Interim Financial Statements, which are incorporated by reference in this Prospectus, there has been no material change to the share and loan capital of the Company on a consolidated basis, other than as disclosed in this Prospectus or in any document incorporated by reference herein. See “Prior Sales”.

DESCRIPTION OF MATERIAL INDEBTEDNESS

In 2021, the Company received a Highly Affected Sectors Credit Availability Program (HASCAP) loan for a total of $1,000,000 at 4% annual from Bank of Montreal. The loan has a ten-year amortization period with interest payment only for the first year. Principal payments are to commence in May 2022.

The Company received a Canada Emergency Business Account interest-free loan for a total of $60,000 from the Government of Canada. The loan bears interest at 0% per annum and is repayable by December 31, 2023. If $40,000 is repaid in full on or before December 31, 2023 and certain conditions are met, which include the use of funds for non-deferrable operating expenses only, $20,000 of the loan will be forgiven. Alternatively, on December 31, 2023, the Company can exercise the option to extend the loan for a two-year term which bears interest at 5% per annum. The Company intends to repay the loan on or before December 31, 2023. Accordingly, the forgiveness portion of the $20,000 was recognized as government grant income during the year ended June 30, 2021 when the Company received the loan. The Company remains contingently liable as the Company will be required to repay the forgiven amount if the conditions are not met.

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

PLAN OF DISTRIBUTION

The Company or any Selling Securityholder may sell the Securities, separately or together: (a) to one or more underwriters or dealers; (b) through one or more agents; or (c) directly to one or more other purchasers. Each Prospectus Supplement relating to a particular offering of Securities will set forth the terms of the applicable Offering, including the (a) terms of the Securities to which the Prospectus Supplement relates, including the type of Security being offered, and the method of distribution; (b) the name or names of any underwriters, dealers or agents involved in the offering of Securities; (c) the purchase price or prices of the Securities offered thereby and the proceeds to, and the expenses borne by, the Company from the sale of the Securities; (d) any commission, underwriting discount and other items constituting compensation payable to underwriters, dealers or agents; and (e) any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents. In addition, Securities may be offered and issued in consideration for the acquisition (an “Acquisition”) of other businesses, assets or securities by the Company or its subsidiaries. The consideration for any such Acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, securities, cash and assumption of liabilities.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 ‎‎– Shelf Distributions, including sales made directly on the CSE or other existing trading markets for ‎the securities, and sales pursuant to a dividend reinvestment plan. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with an offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company or any Selling Securityholder. The Selling Securityholders will not engage in any “at-the-market distributions.”

Only underwriters, dealers or agents so named in the Prospectus Supplement are deemed to be underwriters, dealers or agents in connection with the Securities offered thereby. If underwriters are used in an offering, the Securities offered thereby will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase Securities will be subject to the conditions precedent agreed upon by the parties and the underwriters will be obligated to purchase all Securities under that offering if any are purchased. If agents are used in an offering, unless otherwise indicated in the applicable Prospectus Supplement, such agents will be acting on a “best efforts” basis for the period of their appointment. Any public offering price and any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time.

Underwriters, dealers or agents who participate in the distribution of Securities may be entitled under agreements to be entered into with the Company or any Selling Securityholder to indemnification by the Company or any Selling Securityholder against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers or agents with whom the Company or any Selling Securityholder enters into agreements may be customers of, engage in transactions with, or perform services for, the Company or any Selling Securityholder in the ordinary course of business.

Any offering of Debt Securities, Subscription Receipts, Share Purchase Contracts, Warrants or Units will be a new issue of securities with no ‎established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, ‎Subscription Receipts, Share Purchase Contracts, Warrants or Units will not be listed on any securities exchange. Unless otherwise specified in the ‎applicable Prospectus Supplement, there is no market through which the Debt Securities, Subscription Receipts, Share Purchase Contracts, Warrants or ‎Units may be sold and purchasers may not be able to resell Debt Securities, Subscription Receipts, Share Purchase Contracts, Warrants or Units ‎purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Debt Securities, ‎Subscription Receipts, Share Purchase Contracts, Warrants or Units in the secondary market, the transparency and availability of trading prices, the ‎liquidity of the Securities, and the extent of issuer regulation. Subject to applicable laws, certain dealers may make a ‎market in these Securities, but will not be obligated to do so and may discontinue any market making at any time without ‎notice. No assurance can be given that any dealer will make a market in these Securities or as to the liquidity of the trading ‎market, if any, for these Securities‎.

No underwriter of the “at-the-market distribution” as defined under applicable Canadian securities ‎legislation, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or Securities of the same class as the Securities distributed under the at-the-market prospectus, including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the Securities.

In connection with any offering of Securities, other than an “at-the-market distribution”, subject to applicable laws, the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be interrupted or discontinued at any time.

A purchaser who acquires Common Shares, Debt Securities, Warrants, Subscription Receipts, Share Purchase Contracts, or Units forming part of the underwriters’ over-allocation position acquires those securities under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the overallotment option or secondary market purchases.

The Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws ‎of any state of the United States, and may not be offered or sold or otherwise ‎transferred or disposed of, directly or indirectly, in the United States or to or for the account or benefit of U.S. ‎Persons absent registration under the U.S. Securities Act and all applicable state securities laws, or pursuant to ‎applicable exemption therefrom. In addition, until 40 days after closing of an offering of Securities, an offer or sale ‎of the Securities within the United States by any dealer (whether or not participating in such offering) may violate ‎the registration requirement of the U.S. Securities Act if such offer or sale is made other than in accordance with an ‎exemption under the U.S. Securities Act‎.

SELLING SECURITYHOLDERS

Securities may be sold under this Prospectus by way of secondary offering by Selling Securityholders. The Prospectus Supplement for or including any offering of Securities by Selling Securityholders will include the following information, to the extent required by applicable securities laws: (i) the name or names of the Selling Securityholders (if a Selling Securityholder is not an individual, the name of each individual who is a principal securityholder of the Selling Securityholder); (ii) the number or amount of Securities owned, controlled or directed by each Selling Securityholder; (iii) the number or amount of Securities being distributed for the account of each Selling Securityholder; (iv) the number or amount of Securities to be owned, controlled or directed by the Selling Securityholders after the distribution and the percentage that number or amount represents of the total number of outstanding Securities; (v) whether the Securities are owned by the Selling Securityholders both of record and beneficially, of record only, or beneficially only; (vi) if any Selling Securityholder acquired any Securities in the 12 months preceding the date of the applicable Prospectus Supplement, the date or dates on which such Selling Securityholder acquired such Securities and the cost thereof to such Selling Securityholder in the aggregate and on an average cost per security basis; (vii) if applicable, the disclosure required by Item 1.11 of Form 44-101F1, and, if applicable, the Selling Securityholders will file a non-issuer’s submission to jurisdiction form with the corresponding Prospectus Supplement; and (viii) all other information that is required to be included in the applicable Prospectus Supplement.

PRIOR SALES

Information in respect of the Common Shares issued by the Company within the previous twelve (12) month period, including Common Shares that the Company issued either upon the exercise of options or warrants, will be provided as required in a Prospectus Supplement with respect to the issuance of the Securities pursuant to such Prospectus Supplement.

PRICE RANGE AND TRADING VOLUME

The outstanding Common Shares are traded on the CSE under the trading symbol “SUNN”. Trading price and volume of the Common Shares will be provided in each Prospectus Supplement.

DIVIDEND POLICY

We have not declared any dividends or distributions on the Common Shares since our incorporation. Any future determination to pay dividends or make distributions will be at the discretion of the board of directors and will depend on our capital requirements, financial performance and such other factors as the board of directors considers relevant.

DESCRIPTION OF COMMON SHARES

The Company is authorized to issue an unlimited number of Common Shares. As of the close of business on May 2, 2023, there were 26,800,000 ‎Common Shares issued and outstanding.

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

DESCRIPTION OF DEBT SECURITIES

The following sets forth certain general terms and provisions of Debt Securities. The particular terms and provisions of Debt Securities offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities will be issued in series under one or more trust indentures to be entered into between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee. Each such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable.

Each trust indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. Any Prospectus Supplement for Debt Securities will contain the terms and other information with respect to the Debt Securities being offered, including (i) the designation, aggregate principal amount and authorized denominations of such Debt Securities, (ii) the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars), (iii) the percentage of the principal amount at which such Debt Securities will be issued, (iv) the date or dates on which such Debt Securities will mature, (v) the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any), (vi) the dates on which any such interest will be payable and the record dates for such payments, (vii) any redemption term or terms under which such Debt Securities may be defeased, (viii) any exchange or conversion terms, and (ix) any other specific terms.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The Debt Securities will be direct obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the relevant Prospectus Supplement.

DESCRIPTION OF WARRANTS

We may issue Warrants to purchase Common Shares, Debt Securities or other securities of the Company. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

Warrants may be offered separately or together with other Securities and may be attached to or separate from any other Securities. Unless the applicable Prospectus Supplement otherwise indicates, each series of Warrants will be issued under a separate warrant indenture to be entered into between us and one or more banks or trust companies acting as Warrant agent. The Warrant agent will act solely as our agent and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The applicable Prospectus Supplement will include details of the Warrant indentures, if any, governing the Warrants being offered. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement.

Notwithstanding the foregoing, we will not offer Warrants for sale separately to any member of the public in Canada unless the Offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless the Prospectus Supplement containing the specific terms of the Warrants to be offered separately is first approved for filing by the securities regulators in Canada, if applicable, where the Warrants will be offered for sale.

The Prospectus Supplement relating to any Warrants that we offer will describe the Warrants and the specific terms relating to the Offering. The description will include, where applicable:

Warrant certificates will be exchangeable for new Warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants. We may amend the Warrant indenture(s) and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

We may issue Subscription Receipts, separately or together, with Common Shares, Debt Securities or Warrants, as the case may be. The Subscription Receipts will be issued under a subscription receipt agreement. This section describes the general terms that will apply to any Subscription Receipts that we may offer pursuant to this Prospectus.

The applicable Prospectus Supplement will include details of the subscription receipt agreement covering the Subscription Receipts being offered. We will file a copy of the subscription receipt agreement relating to an Offering with securities regulatory authorities in Canada after we have entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

Subscription Receipt certificates will be exchangeable for new Subscription Receipt certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the Securities subject to the Subscription Receipts.

Under the subscription receipt agreement, a Canadian purchaser of Subscription Receipts will have a contractual right of rescission following the issuance of Common Shares, Debt Securities or Warrants, as the case may be, to such purchaser, entitling the purchaser to receive the amount paid for the Subscription Receipts upon surrender of the Common Shares, Debt Securities or Warrants, as the case may be, if this Prospectus, the applicable Prospectus Supplement, and any amendment thereto, contains a misrepresentation, provided such remedy for rescission is exercised within 180 days of the date the Subscription Receipts are issued. This right of rescission does not extend to holders of Subscription Receipts who acquire such Subscription Receipts from an initial purchaser, on the open market or otherwise, or to initial purchasers who acquire Subscription Receipts in the United States or other jurisdictions outside Canada.

Such subscription receipt agreement will also specify that we may amend any subscription receipt agreement and the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holder.

DESCRIPTION OF SHARE PURCHASE CONTRACTS

The Company may issue share purchase contracts, representing contracts obligating holders to purchase from or sell to the Company, and obligating the Company to purchase from or sell to the holders, a specified number of Common Shares at a future date or dates, and including by way of instalment.

The price per Common Share and the number of Common Shares may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula or method set forth in the share purchase contracts. The Company may issue share purchase contracts in accordance with applicable laws and in such amounts and in as many distinct series as it may determine.

The share purchase contracts may be issued separately or as part of units consisting of a share purchase contract and beneficial interests in debt obligations of third parties, securing the holders’ obligations to purchase the Common Shares under the share purchase contracts, which are referred to in this prospectus as share purchase units. The share purchase contracts may require the Company to make periodic payments to the holders of the share purchase units or vice versa, and these payments may be unsecured or refunded and may be paid on a current or on a deferred basis. The share purchase contracts may require holders to secure their obligations under those contracts in a specified manner.

Holders of share purchase contracts are not shareholders of the Company. The particular terms and provisions of share purchase contracts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the applicable Prospectus Supplement filed in respect of such share purchase contracts. This description will include, where applicable: (i) whether the share purchase contracts obligate the holder to purchase or sell, or both purchase and sell, Common Shares and the nature and amount of those securities, or the method of determining those amounts; (ii) whether the share purchase contracts are to be prepaid or not or paid in instalments; (iii) any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied; (iv) whether the share purchase contracts are to be settled by delivery, or by reference or linkage to the value or performance of Common Shares; (v) any acceleration, cancellation, termination or other provisions relating to the settlement of the share purchase contracts; (vi) the date or dates on which the sale or purchase must be made, if any; (vii) whether the share purchase contracts will be issued in fully registered or global form; (viii) the material income tax consequences of owning, holding and disposing of the share purchase contracts; and (ix) any other material terms and conditions of the share purchase contracts including, without limitation, transferability and adjustment terms and whether the share purchase contracts will be listed on a securities exchange or automated interdealer quotation system.

Original purchasers of share purchase contracts will be granted a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such share purchase contract. The contractual right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

DESCRIPTION OF UNITS

We may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the foregoing general terms and provisions may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain Canadian and U.S. federal income tax consequences to investors described therein of acquiring any Securities offered thereunder, as may be required by applicable securities laws.

EXEMPTION FROM TRANSLATION REQUIREMENTS

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

LEGAL MATTERS

Certain legal matters related to the Securities offered by this Prospectus will be passed upon by DLA Piper (Canada) LLP on behalf of the Company.

TRANSFER AGENT AND REGISTRAR

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

INTEREST OF EXPERTS

The following are persons or companies whose profession or business gives authority to a statement made in this Prospectus as having prepared or certified a part of that document or report described in this Prospectus:

To the knowledge of management of the Company, as of the date hereof, no expert, nor any associate or affiliate of such person has any beneficial interest, direct or indirect, in the securities or property of the Company or of an associate or affiliate of any of them, and no such person is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of an associate or affiliate thereof.

promoters

Except for Dr. Richard Lu, the Chief Executive Officer of the Company, no person or company has, within the two years immediately preceding the date of this Prospectus, been a promoter of the Company, within the meaning of applicable securities laws. Dr. Lu holds 781,000 Common Shares representing 2.91% of the issued and outstanding Common Shares and 550,000 stock options to acquire Common Shares at an exercise price of $0.75 per Common Share and expiring on November 4, 2027.

Other than as disclosed in this section or elsewhere in this Prospectus, no person who was a Promoter of the Company within the last two years:

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SOLARBANK CORPORATION

UNITS

PROSPECTUS SUPPLEMENT

Sole Placement Agent

A.G.P.

March 20, 2025