Exhibit 99.1

POWERBANK CORPORATION

(FORMERLY SOLARBANK CORPORATION)

Management’s Discussion and Analysis

For the Three and Nine Months Ended March 31, 2026

Management’s Discussion and Analysis

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) comments on the financial performance and financial condition of PowerBank Corporation (“PowerBank” or the “Company”) for the three and nine months ended March 31, 2026. This MD&A is presented as of May 14, 2026 and was reviewed and approved by our Board of Directors (the “Board”).

Unless otherwise stated or the context otherwise indicates, all references to “PowerBank”, the “Company”, “we”, “us” or “our” refer to PowerBank Corporation together with our subsidiaries, on a consolidated basis. This MD&A also refers to our fiscal years. Our fiscal year commences on July 1st of each year and ends on June 30th of the following year. Our current fiscal year, which will end on June 30, 2026, is referred to as “Fiscal 2026” or similar words. Our previous fiscal year, which ended on June 30, 2025, is referred to as “Fiscal 2025” or similar words. Other fiscal years are referenced by the applicable calendar year during which the fiscal year ends.

The information in this MD&A should be read in conjunction with: (i) the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended March 31, 2026, which have been prepared in accordance IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”); (ii) the Company’s audited annual consolidated financial statements for the years ended June 30, 2025 and 2024, along with the related notes thereto, which have been prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the IASB; and (iii) the Company’s MD&A for the years ended June 30, 2025 and 2024 (the “Annual MD&A”).

Additional information relating to PowerBank, including our most recently filed Annual Information Form (“AIF”), can be found on SEDAR+ at www.sedarplus.ca. All amounts are in thousands of Canadian dollars except where otherwise indicated and per share amounts.

Overview

Business Profile

PowerBank Corporation is incorporated in Ontario, Canada with its registered office located at 199 Bay Street, Suite 4000, Toronto, Ontario M5L 1A9 and head office located at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4V8. The Company was originally founded in Canada in 2013 as Abundant Solar Energy Inc, and in 2017 established a 100% owned U.S. subsidiary, Abundant Solar Power Inc., to meet the demand for renewable energy in both countries. The Company changed its name from Abundant Solar Energy Inc. to SolarBank Corporation on October 7, 2022 and had another name change to PowerBank Corporation on July 23, 2025.

The Company commenced trading its common shares on the Canadian Securities Exchange (the “CSE”) under the symbol “SUNN” on March 2, 2023. On February 14, 2024, the Company migrated its listing to Cboe Canada Exchange Inc. under the existing trading symbol “SUNN”. On April 8, 2024, the Company’s common shares commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “SUUN”.

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

As an established independent renewable and clean energy project developer and asset operator, the Company is engaged in the site origination, development, engineering, procurement and construction (“EPC”), operation and maintenance (“O&M”), and asset management of solar power plants and battery energy storage system (“BESS”) , whether electricity grid interconnected or behind-the-meter (“BTM”) projects on roofs of commercial and/or industrial buildings, or ground-mount projects, community-scale or utility-scale in size.

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

Development of the Business

USA

The Company is focused on its key markets in New York, Pennsylvania, Maryland and California. In New York, the Company’s 3.7 megawatts of direct current (“MW DC”) project has reached Permission to Operate (“PTO”) in July 2025. Three projects for Honeywell and two projects for Qcells, totaling 48 MW are expected to reach PTO in the next 12 to 18 months. Approximately 60 projects are under utility interconnection studies and/or permitting in the US and Canada, with approximately 20 distributed generation projects having secured positive interconnection studies in New York State alone. In addition, the Company is working on site origination for further potential renewable and alternative energy projects.

Management’s Discussion and Analysis

Community solar and BESS projects rely on state-level polices, legislation, regulations, and economics along with federal tax incentives to meet hurdle requirements. The Company is monitoring certain potential markets such as Illinois, Pennsylvania, Michigan, Ohio and Virginia where legislation for community solar programs has been passed or is being proposed. In Pennsylvania, the development of the community solar projects will be subject to the final approval of House Bill 1842 by the State government of Pennsylvania.

The company is monitoring development opportunities for utility scale solar and/or BESS projects in various jurisdictions in the US, including New York State, Texas, Arizona, New Mexico, Nevada, Illinois and California for both organic development and M&A opportunities, with several potential project sites under site control via a binding land lease. Attractive unit-level economics, favorable permitting regimes, and feasible interconnection timelines contribute to a strong business case for certain utility-scale opportunities. Typically, utility-scale projects rely on corporate power purchase agreements to enable project financing.

On December 22, 2025, the Company announced the sale of three community solar projects located in New York State—Elmira, Jordan Road 1, and Jordan Road 2 (the “Solar Advocate Projects”)—to Solar Advocate Development LLC (“Solar Advocate”) for total consideration of approximately US$41 million.

Each EPC agreement included a corresponding guarantee agreement entered into between Solar Advocate and the Company that provides that Solar Advocate had, if it was not satisfied with its due diligence, the absolute and unconditional right to sell, transfer, convey or assign the projects back to the Company (“Sell-Back Right”) without incurring any further liabilities by providing written notice to Company at any time within 60 days of December 19, 2025. The Owner has provided notice exercising the Sell-Back Rights for all three projects. As a result, this transaction has been terminated and the $4 million USD that was advanced to the Company shall be returned to Solar Advocate and the Company shall retain ownership of the projects. PowerBank will evaluate its plans for these Projects which could include developing as owned IPP assets or selling them to another third party.

In fiscal 2025, PowerBank announced the sale of its Gainesville, Highway 28, Hardie and Rice Road solar power projects (the “Qcells Projects”) to an affiliate of Qcells (“Owner”), which included PowerBank’s continued engagement to construct the Qcells Projects through to commercial operation under EPC agreements. The development and construction of the Qcells Projects was subject to the receipt of required permits. As the Gainesville and Highway 28 projects have not at this time received the required permits, the Owner has provided noticed to PowerBank to resell the Gainesville and Highway 28 projects back to PowerBank (the “Sell-Back Notice”). As a result of the Sell-Back Notice, the transactions for those two projects have been terminated and any funds advanced to PowerBank will be returned to the Owner, for an aggregate amount of US$2.35 million. Accordingly, the Company recorded adjustments to development fee revenue of $2.5 million and the related cost of goods sold of $1.8 million for both the three and nine months ended March 31, 2026 to reflect the contractual repurchase of the projects. In connection with the repurchase accounting, as of March 31, 2026, returned inventory in-transit increased by $2.3 million, prepaid expenses and deposits increased by $0.3 million, and trade and other payables increased by $3.3 million. PowerBank remains confident in the underlying value of both assets. PowerBank will evaluate its strategic options for the Gainesville and Highway 28 projects, which may include developing them as owned independent power producer (IPP) assets or pursuing a sale to another third-party buyer. The Hardie and Rice Road projects are already under construction and are not affected by the Sell-Back Notice — with racking installation complete at Rice Road — and both are on track for module delivery in the second half of fiscal 2026 and commercial operation in Q2 FY2027 following spring remobilization. As of the original transaction date, the Hardie project and Rice Rd project had a combined total project value of US$22.9 million.

Canada

The Company finished the construction on a 1.4MW DC rooftop solar project in Alberta in Q2 FY2026 and the project reached Commercial Operation Date (“COD”). In addition, the Company has more than ten solar projects in Nova Scotia going through utility interconnection studies and doing development work. The company is actively developing potential projects in Ontario, Alberta, and Nova Scotia.

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

With the acquisition of Solar Flow-Through Funds Ltd. (“SFF”), including its pipeline of BESS projects, on July 8, 2024, the Company became the owner of the three separate BESS projects in Ontario.

The BESS projects were awarded as part of a procurement process with the Ontario IESO (Independent Electricity System Operator) known as “E-LT1”. The SFF 06 project commenced construction during February 2025 and achieved COD on April 20, 2026, while the remaining two projects (903 and OZ-1) have an uncertain project schedule due to permitting delays. Each BESS project is expected to operate under a long-term contract with guaranteed capacity payments from the IESO, provided all contract obligations are met. The BESS projects will also earn revenue from the energy and ancillary markets in Ontario. Each has a 4.74 MW discharge capacity with a four-hour duration using lithium-iron-phosphate technology.

Management’s Discussion and Analysis

With the acquisition of SFF, the Company is now responsible for securing the permits and financing required to complete the construction of the BESS projects. In November 2024, the Company secured financial closing of a combined project loan in an initial principal amount of $25.8 million for two of the three BESS projects. In December 2025, the credit agreement was amended to increase the total credit commitment to $28.1 million. The Company remains in discussion with a project finance lender for the financing for the third BESS project.

The 903 project remains in the permitting process and commencement of construction remains subject to the receipt of final permits. In particular, in order to proceed with construction of the 903 project an Official Plan Amendment and Zoning By-law Amendment (“OPA/ZBA”) are required from the Town of Armour, Ontario. On November 8, 2022 the 763 ProjectCo received a Municipal Support Resolution, which was unanimously approved by the council for the Town of Armour. However, the OPA/ZBA have been delayed as a result of certain public opposition and the council’s evaluation of how to respond to such opposition. A delay in obtaining the necessary OPA/ZBA means that 763 ProjectCo may not be able to commence construction on the originally planned timeline and delaying construction means that achieving commercial operation on or before April 2026 will be delayed. At a council meeting for the Town of Armour held on January 13, 2026, the council voted against the approval of the OPA/ZBA due to public opposition. The Company has appealed this decision to the Ontario Land Tribunal (“OLT”) and a hearing has been scheduled for July 9, 2026. The timing of any resolution is uncertain. Following OPA/ZBA approval, ProjectCo will still need to obtain Site Plan Approval, Planning Act consent, and a building permit before construction can begin. In order to extend the deadline for commercial operation under the E-LT1 contract for the project, 763 ProjectCo has sent the IESO a notice of potential force majeure event due to the OPA/ZBA delay. The timing of the issuance of the OPA/ZBA and its impact on project schedule remains uncertain.

The OZ-1 Project does not have a project loan and it is also in the permitting process. Commencement of construction remains subject to the receipt of financing and final permits. In particular, in order to proceed with construction of the OZ-1 project an OPA/ZBA are required from the Municipality of Arran-Elderslie, Ontario. The Company submitted an application to the Municipality of Arran-Elderslie for Site Plan Approval on February 26, 2025, related to the proposed BESS and made an application for consent to establish a long-term lease on lands where the OZ-1 Project is located (the “OZ-1 Consent”). The application for the OZ-1 Consent was made in the context of Section 50(3) of the Planning Act (Ontario) to permit a lease on the lands where the OZ-1 Project is located for a period longer than 21 years. On July 29, 2025, the County of Bruce provisionally approved Consent Application B-2024-075, subject to seven (7) conditions. Certain conditions were overly broad in scope and application, lack certainty, and are not reasonable. As a result, the Company appealed the decision on the OZ-1 Consent to the OLT. The OLT hearing occurred on January 30, 2026 and the OZ-1 Consent with revised conditions acceptable to the Company was approved. The Company will now continue with the final permitting process with the County of Bruce. A delay in obtaining the necessary permits means that OZ-1 Project will not commence construction on the originally planned timeline and delaying construction means that achieving commercial operation on or before April 2026 did not occur. In order to extend the deadline for commercial operation under the E-LT1 contract for the project, the Company has sent the IESO a notice of potential force majeure event due to the delay. The timing of the issuance of the required permits and its impact on project schedule remains uncertain.

As a result of permitting delays, the Company and its battery storage systems supplier (the “Supplier”) agreed to terminate the contracts for OZ-1 on mutually agreeable terms. Once permitting certainty is achieved for OZ-1, the Company will either re-enter into agreements with the Supplier or pursue an alternative supplier. A termination arrangement has now been concluded pursuant to which the parties agreed to terminate the OZ-1 equipment supply and long-term service agreements, with PowerBank relinquishing all rights and obligations. The Supplier will retain possession and property of the systems originally allocated to OZ-1, and PowerBank paid the Supplier a termination fee of $475,000 along with a reimbursement of certain retrofit costs in the amount of $100,000, in addition to any amounts due for services performed to date. As part of the settlement, the outstanding OZ-1 accounts payable of approximately $4.1 million were released, in addition, $3.1 million of the amount previously paid to the Supplier was applied to project 903 and SFF 06, reducing the related project payables. Final completion deadlines for the remaining projects are also being adjusted. PowerBank paid $512,000 for an extended warranty for the SFF 06 and 903 projects.

Acquisitions

On March 20, 2024, the Company entered into a definitive agreement with SFF to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of up to 5,859,561 common shares of PowerBank (“PowerBank Shares”) for an aggregate purchase price of $41.8 million. The Company acquired the remaining shares issued and outstanding, representing 84.18%, for consideration valued at $45 million as of the date of the agreement. The number of PowerBank Shares was determined using a 90-trading day volume weighted average trading price as of the date of the Agreement which is equal to $7.14 (the “Agreement Date VWAP”). The primary reason for the business combination was for the Company to acquire SFF’s 70 operating solar power sites, along with its pipeline of battery energy storage system (“BESS”) projects and electric vehicle charging stations. The Company closed the acquisition of SFF on July 8, 2024.

Management’s Discussion and Analysis

The consideration for the SFF Transaction consisted of an upfront payment of approximately 3,575,632 PowerBank Shares and a contingent payment representing up to an additional 2,283,929 PowerBank Shares that will be issued in the form of contingent value rights (“CVRs”). The PowerBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between SFF, the Ontario IESO and the major suppliers for the SFF BESS portfolio and the binding terms of the debt financing for the BESS portfolio have been agreed (the “CVR Conditions”). On satisfaction of the CVR Conditions, the independent valuator shall revalue the BESS portfolio and PowerBank shall then issue PowerBank Shares having an aggregate value that is equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by the independent valuator, plus the sale proceeds of any portion of the BESS portfolio that may be sold, in either case divided by the Agreement Date VWAP. The maximum number of additional shares issued for the CVRs will be 2,283,929 PowerBank Shares. As at the date of this Management’s Discussion and Analysis, the Company has not issued any PowerBank Shares related to CVRs.

The SFF acquisition continues the Company’s strategy of creating value for all stakeholders by growing its portfolio of cash-generating independent power producer assets. The Company will also expand into ownership of battery energy storage projects and electric vehicle charging stations, both are key components of net zero energy transition.

CIM Transaction

The Company previously announced, on May 6, 2025, that it had entered into a non-binding mandate letter (the “Mandate Letter”) with CIM Group (“CIM”) contemplating up to US$100 million of project-based financing in support of a portfolio of solar power projects located in the United States (the “CIM Transaction”). As originally contemplated under the Mandate Letter, the CIM Transaction was to be structured as a preferred equity investment by CIM into a newly formed entity to be jointly owned with Abundant Solar Power Inc. (“ASP”), a wholly owned subsidiary of the Company.

During the three months ended March 31, 2026, the Company and CIM continued to advance the proposed financing, in the course of which the parties refocused the contemplated transaction toward a secured development loan to ASP in support of 14 of the Company’s New York Community Solar Portfolio projects (collectively, approximately 48 MWdc). CIM is undertaking due diligence review with regards to the proposed financing and the Company and CIM intend to negotiate the terms of definitive agreements for this potential loan. There are several risks associated with the CIM Transaction and development of the CIM Projects. The development of any project is subject to receipt of interconnection approval, receipt of a community solar contract, required permits, the continued availability of third-party financing arrangements for the Company and the risks associated with the construction of a solar power project. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for solar power, which could result in future projects no longer being economic. The CIM Transaction and any proposed loan is subject to the completion by CIM of its due diligence, execution of definitive documentation setting out all of the representations, warranties, covenants and conditions precedent associated with the CIM Transaction and any proposed loan and as of the date of this MD&A such documentation had not been executed. CIM and the Company remain in negotiations regarding the final structure of this financing and the provision of financing to advance the projects to mechanical completion. There is a risk that definitive documentation may not be executed or that the conditions precedent to the CIM Transaction are not satisfied. In such case, no funding will be advanced under the terms of the CIM Transaction. PowerBank will also need to secure the financing required to develop the CIM Projects to mechanical completion and substantial completion, as prior to such milestone none of the funding from the CIM Transaction will be available.

Recent Developments

During and up to the date of this MD&A, the Company achieved the following business objectives in Fiscal 2026:

Management’s Discussion and Analysis

Management’s Discussion and Analysis

Management’s Discussion and Analysis

Results of Operations

The following table outlines our consolidated statements of comprehensive income (loss) for the periods indicated:

Management’s Discussion and Analysis

Review of Operations

Trend

In Fiscal 2026, the Company continues to focus on scaling its business model by growing its pipeline, monetizing its close-to-notice to proceed projects and advancing its EPC projects in the US and continued development activities for projects in both US and Canada. It is expected that the Company’s revenue will resume growing in Fiscal 2027.

Key business highlights and projects updates in Fiscal 2026

Existing projects

The Company classifies its existing projects as those that are currently in the construction phase.

Projects under development

Management’s Discussion and Analysis

Name

Location

Size (MWDC)

Timeline

Milestone

Expected Cost (in Canadian dollar)

Cost Incurred (in Canadian dollar)

Sources of Funding

Current Status

Viridi Solar and BESS

New York, USA

3.06 MW (Solar) 1.2 MWH (BESS)

Q4 FY2026

NTP

1,500,000

1,224,740

Equity financing, working capital

The project has completed its interconnection approval and is now in the permitting stage.

Hoadley Hill Rd

New York, USA

7.2

Q2 FY2027

NTP

1,900,000

880,210

Equity financing, working capital

The project has completed its interconnection approval and is now in the permitting stage.

Forest Hill Rd

New York, USA

4.584

Q2 FY2027

NTP

1,500,000

186,833

Equity financing, working capital

The project is under interconnection study.

Day Hollow

New York, USA

2.8

Q2 FY2027

NTP

800,000

48,999

Equity financing, working capital

The project is under interconnection study.

903 (BESS)

Ontario, Canada

Discharge: 4.74 Storage: 18.96

Q2 FY2027

NTP

12,001,382

8,604,098

Equity financing, working capital

EPC project. EPC agreement entered Oct. 3, 2023. Debt financing has been secured through RBC. Commencement of construction remains subject to receipt of final permits. There is no certainty that final permits will be received.

OZ-1 (BESS)

Ontario, Canada

Discharge: 4.74 Storage: 18.96

Q2 FY2027

NTP

12,001,382

1,382,600

Equity financing, working capital

EPC project. EPC agreement entered Oct. 3, 2023. Commencement of construction remains subject to receipt of financing and final permits. There is no certainty that financing or final permits will be received. See “Legal Matters and Contingencies”.

Honesdale

Pennsylvania, USA

3.2

Q2 FY2027

NTP

1,100,000

-

Equity financing, working capital

The project is under interconnection study.

Crawford

New York, USA

6.9

Q2 FY2027

NTP

1,900,000

26,521

Equity financing, working capital

The project is under interconnection study.

DMNA

New York, USA

20

Q4 FY2026

NTP

3,934,270

367,773

Equity financing, working capital

The company has executed lease and power purchase agreements with the New York State Division of Military and Naval Affairs for the development of the project. The company will continue to work on permitting, interconnection and securing the necessary financing for construction of the project.

Management’s Discussion and Analysis

Name

Location

Size (MWDC)

Timeline

Milestone

Expected Cost (in Canadian dollar)

Cost Incurred (in Canadian dollar)

Sources of Funding

Current Status

Elmira

New York, USA

2.6

Q4 FY2026

NTP

2,350,000

2,234,893

Equity financing, working capital

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

Hemlock Hill

New York, USA

1.76

Q2 FY2027

NTP

900,000

-

Equity financing, working capital

The project is under interconnection study.

NY-Cloverdale Rd

New York, USA

5

Q2 FY2027

NTP

1,500,000

53,350

Equity financing, working capital

The project is under interconnection study.

Phillips Rd

New York, USA

2.1

Q2 FY2027

NTP

500,000

180,077

Equity financing, working capital

The project is under interconnection study.

Holland Glnwd

New York, USA

5

Q2 FY2027

NTP

1,500,000

21,312

Equity financing, working capital

The project is under interconnection study.

NY-Sapbush

New York, USA

5

Q2 FY2027

NTP

1,500,000

-

Equity financing, working capital

The project is under interconnection study.

NY-Conklin Hill Rd

New York, USA

5

Q2 FY2027

NTP

1,500,000

-

Equity financing, working capital

The project is under interconnection study.

Projects under development comprise (i) projects owned by the Company that have not yet achieved a Notice to Proceed (“NTP”), and (ii) projects that have been divested, but for which the Company has retained the engineering, procurement and construction (“EPC”) agreement and continues to perform development activities on behalf of the purchaser.

During fiscal year 2026, the SUNY Project was cancelled in Q2 FY26 due to its utility scale nature and higher cash requirements. In addition, the Oak Orchard Project, Jordan Road Project, Glen Road Project, and Glor Road Project were cancelled in Q2FY26 following management’s determination that the projects were no longer economically viable based on additional study and analysis.

Revenue

The Company’s revenue is primarily derived from development fees, EPC services, IPP production, and O&M and other services.

Management’s Discussion and Analysis

Total revenue

Total revenue was negative $34 for the three months ended March 31, 2026, compared to $4,709 in the prior year period, and $22,219 for the nine months ended March 31, 2026, compared to $23,890 in the prior year period. The decrease in the three-month period was primarily attributable to a reduction in development fee revenue resulting from the contractual repurchase of certain projects as well as lower EPC services and IPP production revenue, partially offset by higher O&M and other services revenue. The decrease in the nine-month period reflects lower EPC services revenue and the impact of the development fee revenue adjustment, partially offset by higher IPP production revenue.

Development fees

Development fee revenue was negative $2,491 for the three months ended March 31, 2026, compared to nil in the prior year period, and $882 for the nine months ended March 31, 2026, compared to $2,171 in the prior year period. The decrease in both periods primarily reflects adjustments recorded in connection with the contractual repurchase of certain project entities following the exercise by a customer of a conditional repurchase right triggered by specified development-related events subsequent to quarter end, and accordingly recorded adjustments to development fee revenue of $2,491 for both the three and nine months ended March 31, 2026.

EPC services

EPC services revenue was $949 and $14,726 for the three and nine months ended March 31, 2026, respectively, compared to $3,550 and $15,875 in the prior year periods. The decreases reflect lower construction activity levels and project timing differences during the period.

IPP production

IPP production revenue was $938 and $6,041 for the three and nine months ended March 31, 2026, respectively, compared to $1,154 and $5,806 in the prior year periods. The decrease in the three-month period reflects variability in energy generation output, while the increase in the nine-month period reflects improved production levels across certain facilities.

O&M and other services

O&M and other services revenue was $570 and $570 for the three and nine months ended March 31, 2026, respectively, compared to $5 and $38 in the prior year periods, reflecting increased service activity during the current period.

Cost of goods sold

Management’s Discussion and Analysis

Cost of development fees

Development fee costs were negative $1,807 for both the three and nine months ended March 31, 2026, compared to $172 and $463 thousand, respectively, in the prior year periods. The negative costs recorded in the current year periods reflect adjustments recognized in connection with the contractual repurchase of certain project entities following the exercise by a customer of a conditional repurchase right subsequent to quarter end, and accordingly recorded adjustments to development fee related cost of goods sold of $1,807 for both the three and nine months ended March 31, 2026.

Cost of EPC services

EPC services costs were $535 and $10,833 for the three and nine months ended March 31, 2026, respectively, compared to $2,577 and $11,754 in the prior year periods. The decreases reflect lower construction activity levels and project timing differences during the period. Gross margins on EPC services fluctuated between periods, primarily due to variations in project mix and revenue volume.

Cost of IPP production

IPP production costs were $1,552 and $5,406 for the three and nine months ended March 31, 2026, respectively, compared to $1,404 and $5,253 in the prior year periods. The increase reflects higher operating activity relative to the prior year. The corresponding changes in gross profit and gross margin reflect the largely fixed nature of IPP operating costs, which consist primarily of plant-level maintenance and operating expenses that do not fluctuate significantly with production volumes. As a result, variations in IPP gross margin between periods are largely attributable to changes in energy generation output and production timing.

Cost of O&M and other services

O&M and other services costs were $10 for both the three and nine months ended March 31, 2026, compared to $73 and $262, respectively, in the prior year periods, reflecting reduced O&M activity during the current period.

Operating expenses

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

Management’s Discussion and Analysis

Advertising and Promotion

Advertising and promotion expenses decreased by $514 and $1,015 to $6 and $92 for the three and nine months ended March 31, 2026, respectively, compared to the prior year periods. The decreases primarily reflect reduced marketing activities following listing-related initiatives undertaken in the prior year.

Professional fees

Professional fees decreased by $1,325 to $2,194 for the three months ended March 31, 2026, and increased by $1,754 to $6,956 for the nine months ended March 31, 2026, compared to the prior year periods. The increase in both periods were primarily due to higher legal, audit, and advisory costs associated with business development activity, financing transactions, and ongoing public company compliance.

Consulting Fees

Consulting fees increased by $889 and $1,183 to $1,818 and $3,960 for the three and nine months ended March 31, 2026, respectively. The increases were mainly attributable to the engagement of external consultants supporting business integration, development, and strategic initiatives.

Depreciation and Amortization

Depreciation and amortization expense increased by $11 and $29 to $39 and $99 for the three and nine months ended March 31, 2026, respectively, primarily due to depreciation of right-of-use assets arising from new leases.

Salary and wages

Salary and wages increased by $51 to $413 for the three months ended March 31, 2026, and decreased by $20 to $1,250 for the nine months ended March 31, 2026, compared to the prior year periods. The year-to-date decrease reflects workforce optimization and integration efforts following prior-year acquisition activity.

Share-based compensation

Share-based compensation expense increased by $225 and $968 to $240 and $1,139 for the three and nine months ended March 31, 2026, respectively. The increases were primarily due to additional grants and vesting of options and RSUs issued to employees and consultants.

Insurance

Insurance expenses decreased by $61 to $241 for the three months ended March 31, 2026, and increased by $54 to $761 for the nine months ended March 31, 2026, compared to the prior year periods. The increase in the year-to-date period reflects higher premiums and expanded insurance coverage.

Listing Fees

Listing fees increased by $36 and $78 to $151 and $206 for the three and nine months ended March 31, 2026, respectively, reflecting ongoing public company listing costs.

Travel and Events

Travel and events expenses increased by $68 to $135 for the three months ended March 31, 2026, and decreased by $99 to $310 for the nine months ended March 31, 2026, compared to the prior year periods. The decrease in the year-to-date period reflects reduced travel and in-person activities and continued cost discipline.

Repairs and Maintenance

Repairs and maintenance expenses decreased by $18 and $17 to $2 and $82 for the three and nine months ended March 31, 2026, respectively, remaining relatively consistent year over year.

Management’s Discussion and Analysis

Other operating expenses

Other operating expenses decreased by $203 to $313 for the three months ended March 31, 2026, and increased by $4,255 to $5,230 for the nine months ended March 31, 2026, compared to the prior year periods. The increase in both periods was primarily driven by $933 of bad debt expense, $2,138 of inventory write-offs related to project cancellations, and other one-time termination and financing-related costs. Excluding these items, operating expenses remained generally consistent with prior periods, reflecting continued cost discipline across the business.

Impairment loss

No impairment loss was recognized during the three and nine months ended March 31, 2026, compared to an impairment loss of $17,778 recognized in the nine months ended March 31, 2025.

Other income (expenses):

Interest income

Interest income decreased by $1 and $155 to $98 and $273 for the three and nine months ended March 31, 2026, respectively, compared to the prior year periods. The decrease was primarily due to lower average cash balances and short-term investment holdings during the period.

Interest expense

Interest expense decreased by $37 to $707 for the three months ended March 31, 2026, and increased by $38 to $2,447 for the nine months ended March 31, 2026, compared to the prior year periods. The year-to-date increase primarily reflects higher average borrowings and interest accretion.

Management’s Discussion and Analysis

Fair value change of derivatives

The Company recorded a fair value gain on derivatives of $151 and $219 for the three and nine months ended March 31, 2026, respectively, compared to losses of $431 and $1,417 in the prior year periods, representing favorable changes of $582 and $1,636. The change was primarily driven by updated market inputs and valuation assumptions related to interest rate derivatives.

Fair value change of warrant liabilities

The Company recorded a fair value gain of $1,532 and $1,274 for the three and nine months ended March 31, 2026, respectively, compared to nil in the prior year periods. The gains reflect the remeasurement of warrant liabilities based on changes in valuation inputs, including share price, volatility, and other assumptions.

Fair value change of CVR liabilities

The Company recorded a fair value loss of $315 for the three months ended March 31, 2026, and a gain of $753 for the nine months ended March 31, 2026, compared to nil in the prior year periods. The changes reflect updates in valuation inputs and assumptions applied to the contingent value rights (“CVR”) liabilities.

Fair value change of other liabilities due to non-controlling interest holders

The Company recorded a fair value loss of $10 and $29 for the three and nine months ended March 31, 2026, respectively, compared to nil in the prior year periods. The losses reflect the remeasurement of fixed payment obligations to non-controlling interest holders.

Loss on investments

No loss on investments was recorded during the three and nine months ended March 31, 2026, compared to a loss of $3,385 recognized in the nine months ended March 31, 2025. The prior-year loss related to the remeasurement of the Company’s investment as part of acquisition accounting.

Other income (expenses)

Other income decreased by $165 to $152 for the three months ended March 31, 2026, compared to $317 in the prior year period. For the nine months ended March 31, 2026, other income decreased by $298 to $97, compared to $395 in the prior year period. The variances were primarily due to foreign exchange movements.

Discussion of Operations

In addition to completed acquisitions and investments made this year, summarized below are the Company’s most significant projects under construction and under development.

Commercial and Industrial Solar Projects

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

261 Township

The Company commenced construction on a 1.4 MW DC rooftop solar project in Alberta, Canada as a pilot project for Fiera Real Estate. This project received interconnection approval in December 2023. Construction started in July 2024 and was completed in December 2025.

Community Solar Projects

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

Camillus

In March 2025, the Company entered an agreement to sell the Camillus project, a close to NTP community solar project in New York, to Solar Advocate Development LLC and continued to build the project for the owner to commercial operation via an EPC agreement. The EPC agreement has a total value of approximately US$5.91 million. The project is expected to reach PTO in fiscal 2026.

Management’s Discussion and Analysis

Hardie Rd

In December 2024, the Company entered an agreement to sell the Hardie Rd project, a close to NTP community solar project in New York, to HQCA Energy Solutions, LLC and continued to build the project for the owner to commercial operation via an EPC agreement. The EPC agreement has a total value of approximately US$8.67 million. The project is under construction and expected to reach PTO in fiscal 2027.

Rice Rd

In December 2024, the Company entered an agreement to sell the Rice Rd project, a close to NTP community solar project in New York, to HQCA Energy Solutions, LLC and continued to build the project for the owner to commercial operation via an EPC agreement. The EPC agreement has a total value of approximately US$8.72 million. The project is under construction and expected to reach PTO in fiscal 2027.

Settling Basin

On September 18, 2023 the Company and Honeywell entered into a Membership Interest Purchase Agreement (the “Honeywell MIPA”) and an EPC agreement (the “Honeywell EPC Agreement”) pursuant to which Honeywell acquired the SB-1, SB-2 and SB-3 projects and retained the Company for their construction, with a total transaction value of US$41 million. The Company also expects to retain an operations and maintenance contract for the SB projects following the completion of construction. In April 2024, the Company completed mechanical construction for the three projects. The next step is completion of final electrical work and acceptance testing. The projects are expected to reach PTO in fiscal 2026.

Geddes

On October 2, 2023, the Company announced that it had commenced major construction on the Geddes project developed by the Company in Geddes, New York. The Company intends to own and operate the Geddes project. The Geddes project which has a designed capacity of 3.7 megawatts MW DC is repurposing a closed landfill, addressing two critical challenges: the need for clean energy and the transformation of contaminated sites into valuable assets. The project reached PTO in July 2025. In October 2025, the Company received a non-repayable government grant of US$1.5 million. The project is expected to generate US $2.6 million income tax credits in fiscal 2026.

Utility Solar Farms Projects

A utility-scale solar farm is one which generates solar power and feeds it into the grid, supplying a customer with renewable solar energy. A ‘utility-scale’ solar project is usually defined as such if it is 10 MW or bigger in capacity of energy production. The Company is actively advancing its utility-scale solar farms pipeline of 800 MWdc in New York, Arizona, California, and Nevada in the US, and Nova Scotia in Canada.

Battery Energy Storage Systems (BESS) Projects

The Company won contract awards for three BESS projects in 2023 for the Solar Flow-Through Funds Ltd. (SFF) in June 2023. On October 3, 2023, the Company entered into three EPC agreements for the construction of these three separate BESS projects (the “BESS Projects”), with a total contract value of approximately $38 million. The Projects are owned by SFF and three First Nations communities in Ontario through holding companies.

The BESS Projects were awarded as part of a procurement process with the Ontario IESO known as “E-LT1”. Projects under the E-LT1 are expected to be operational no later than November 30, 2026. Each BESS Project is expected to operate under a long-term contract with guaranteed capacity payments from the IESO, provided all contract obligations are met. The BESS Projects will also earn revenue from the energy and ancillary markets in Ontario. Each has a 4.74 MW discharge capacity with a four-hour duration using lithium-iron-phosphate technology. The Company closed the acquisition of SFF in July 2024 and continues developing or constructing the three projects in fiscal 2026. SFF06 has been operational since April 20^th, 2026. 903 and OZ1 are expected to get NTP in Q4 FY2026.

See “Overview – Development of the Business – Canada” for additional information on the status of the BESS Projects.

Management’s Discussion and Analysis

Outlook

Building upon its solid core competencies in full-service development, the Company will deliver an integrated growth solution that has the capacity to generate revenue and grow the business in different revenue streams, that are discussed in this paragraph. For Commercial and Industrial (“C&I”) end users, the Company will extend its expertise in rooftop solar to behind-the-meter (“BTM”) solar and BESS projects, carports, and building-integrated photovoltaics enabling large property management firms and C&I customers like Honeywell to achieve corporate Net-Zero commitments. The Company has been in negotiations with C&I customers to achieve this goal. The Company also intends to extend its success in FIT ground mount solar gardens and Community Solar farms to large Utility Scale solar farms with a targeted size of 100 MWp or more. The Company’s track record in operations, maintenance, and asset management, create a strong foundation for it to become a successful IPP delivering long-term, sustainable, and profitable growth. The Company’s pipeline has been growing in all aspects of what is being discussed above, which is the result of an integrated growth solution.

The Company has an existing development pipeline of solar PV projects that totals approximately 1,196 MW and BESS projects that total approximately 875 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 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 operational assets and development pipeline is broken down as follows:

In 2025 the U.S. President issued and later modified a reciprocal-tariff regime that imposes an additional duty on most imports. These reciprocal tariffs apply in addition to any other trade measures. Separately, the U.S. Department of Commerce (“Commerce”) issued final antidumping and countervailing duty determinations in April to June 2025 on crystalline-silicon photovoltaic cells/modules from Cambodia, Malaysia, Thailand, and Vietnam, resulting in significant cash-deposit requirements for many exporters. Those changes raise landed costs and increase documentation and pricing volatility for solar import supply. To mitigate the impacts, the Company (i) prioritizes U.S. and allied-country supply, (ii) pursues the domestic-content adder for the Investment Tax Credit under the Inflation Reduction Act which provides an additional 10% tax credit for projects that meet U.S. content requirements, enhancing project returns.

In July 2025, the U.S. government enacted The OBBBA which accelerates the phase-out of the Clean Electricity Production Credit (Section 45Y) and the Clean Electricity Investment Credit (Section 48E) for wind and solar. Under IRS Notice 2025-42, a wind or solar facility placed in service after December 31, 2027 is ineligible unless beginning of construction (BOC) occurs by July 4, 2026. OBBBA also introduces new Foreign Entity of Concern (FEOC)-related guardrails; Treasury/IRS have signaled further guidance, and Department of Energy FEOC interpretations remain the baseline for what constitutes FEOC ownership, control, or jurisdiction.

To mitigate the impacts of evolving regulations the Company is to secure eligibility and accelerate cash generation by (i) safe-harboring—establishing beginning of construction (BOC) on or before July 4, 2026 through physical work of a significant nature; (ii) monetizing early—selling projects and leveraging credit transferability to convert tax credits to cash, in order to monetize as many qualifying projects as quickly as possible and recycle capital into additional projects that can achieve BOC; and (iii) ensuring supply-chain compliance and offsets—pre-qualifying FEOC-clean suppliers (BESS cells/modules, inverters, BOS) against DOE FEOC criteria and pursuing the domestic-content bonus using the IRS Notice 2024-41 safe harbor where cost-effective to offset tariff-driven inflation. In addition, BESS projects will remain eligible for tax credits beyond the dates noted above. The Company is growing its pipeline in this area.

The statements noted above are “forward looking statements” and there are several risks associated with the development of the projects 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 “Forward-Looking Statements” for additional discussion of the assumptions and risk factors associated with the statements in this section.

Management’s Discussion and Analysis

Legal Matters and Contingencies

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

First Claim of Improper Termination of FIT Contracts

On December 2, 2020, a Statement of Claim was filed by a predecessor entity of SFF, parties related through common management and an independent solar project developer (collectively the “First Claim Plaintiffs”) against the Ontario Ministry of Energy, Northern Development and Mines (“MOE”), the IESO, and John Doe (collectively the “First Claim Defendants”). First Claim Plaintiffs seek damages from the First Claim Defendants in the amount of $240 million in lost profits, $17.8 million in development costs, and $50 million in punitive damages for misfeasance of public office, breach of contract, inducing the breach of contract, breach of the duty of good faith and fair dealing, and conspiracy resulting in the wrongful termination of 111 FIT Contracts. This lawsuit is subject to a leave requirement under s. 17 of the Crown Liability and Proceedings Act, 2019. The Statement of Claim proceeded to leave applications for the misfeasance in public office claims as against the MOE on August 28, 2025. A decision from the courts was rendered on February 26, 2026 denying leave against the MOE. This does not affect the claim against the IESO or the quantum of damages. The Company filed an appeal of this decision on April 15, 2026. The claim against the IESO and unnamed defendants are not subject to the s.17 leave provision and will continue regardless of the outcome on the applications. No amounts are recognized in these financial statements with respect to this claim.

Second Claim of Improper Termination of FIT Contracts

On January 29, 2021, a second Statement of Claim was filed by a predecessor entity of SFF, parties related through common management and an independent solar project developer against the MOE and the IESO (collectively the “Second Claim Defendants”). This lawsuit is subject to a leave requirement under s. 17 of the Crown Liability and Proceedings Act, 2019. The Statement of Claim may proceed to leave applications for the misfeasance in public office claims as against the MOE pending the results of the leave application for the First Claim of Improper Termination of FIT Contracts. The claim against the IESO and unnamed defendants are not subject to the s.17 leave provision and may continue regardless of the outcome on the applications. No amounts are recognized in these financial statements with respect to this claim.

328 Passmore Landlord

On September 3, 2020, a fire caused damage to a large portion of the rooftop of the building. Approximately 46% of the system was disconnected as a result of the fire. The landlord delayed significantly in completing the repairs required to allow the reinstallation of the disconnected portion of the system. The landlord completed all required repairs in 2025, and in the fall of 2025 SFF determined that the repaired roof can sustain the reinstalled system. SFF is assessing the economic viability of reinstalling the system, and it has an outstanding claim for damages for lost revenue.

SFF 05 Landlord

The Landlord of SFF 05, Dan Walker refused to give SFF the access to the site for regular maintenance. SFF and Dan Walker attended a court hearing on June 5, 2023. Dan requested that the hearing be adjourned so that he would have more time to retain counsel, and the judge issued a court order so that SFF could access the property on June 9, 2023 for maintenance activities. Since then, SFF counsel has been in correspondence with Dan’s counsel so that SFF could schedule semi-annual maintenance, the most recent of which occurred on October 17, 2023.

OZ-1 Project

The Company submitted an application to the Municipality of Arran-Elderslie for Site Plan Approval on February 26, 2025, related to the proposed BESS project and made an application for consent to establish a long-term lease on lands where the OZ-1 Project is located (the “OZ-1 Consent”). The application for the OZ-1 Consent was made in the context of Section 50(3) of the Planning Act (Ontario) to permit a lease on the lands where the OZ-1 Project is located for a period longer than 21 years. On July 29, 2025, the County of Bruce provisionally approved Consent Application B-2024-075, subject to seven (7) conditions. Certain conditions are overly broad in scope and application, lack certainty, and are not reasonable. As a result, the Company has appealed the decision on the OZ-1 Consent to the OLT. The OLT hearing occurred on January 30, 2026 and the OZ-1 Consent with revised conditions acceptable to the Company was approved. The Company will now continue with the final permitting process with the County of Bruce. A delay in obtaining the necessary permits means that OZ-1 Project was not be able to commence construction on the originally planned timeline and delaying construction means that achieving commercial operation on or before April 2026 did not occur. In order to extend the deadline for commercial operation under the E-LT1 contract for the project, the Company has sent the IESO a notice of potential force majeure event due to the delay. The timing of the issuance of the required permits and its impact on project schedule remains uncertain.

Management’s Discussion and Analysis

903 Project

The 903 project remains in the permitting process and commencement of construction remains subject to the receipt of final permits. In particular, in order to proceed with construction of the 903 project an OPA/ZBA are required from the Town of Armour, Ontario. On November 8, 2022 the 763 ProjectCo received a Municipal Support Resolution, which was unanimously approved by the council for the Town of Armour. However, the OPA/ZBA have been delayed as a result of certain public opposition and the council’s evaluation of how to respond to such opposition. A delay in obtaining the necessary OPA/ZBA means that 763 ProjectCo may not be able to commence construction on the originally planned timeline and delaying construction means that achieving commercial operation on or before April 2026 will be delayed. At a council meeting for the Town of Armour held on January 13, 2026, the council voted against the approval of the OPA/ZBA due to public opposition. The Company has appealed this decision to the OLT and a hearing has been scheduled for July 9, 2026.. The timing of any resolution is uncertain. Following OPA/ZBA approval, ProjectCo will still need to obtain Site Plan Approval, Planning Act consent, and a building permit before construction can begin. In order to extend the deadline for commercial operation under the E-LT1 contract for the project, 763 ProjectCo has sent the IESO a notice of potential force majeure event due to the OPA/ZBA delay. The timing of the issuance of the OPA/ZBA and its impact on project schedule remains uncertain.

Gainesville Project

SUNN 1009 LLC (“SUNN 1009”) is the holder of the Gainesville project which is one of the projects that was sold to, and is being developed for, Qcells. As part of the transaction with Qcells, SUNN 1009 was acquired by Qcells; however, due to the termination of the agreement related to this projects, SUNN 1009 will be transferred back to the Company. The Town of Gainesville Zoning Board of Appeals (“Gainesville ZBA”) denied SUNN 1009’s area variance application (“Gainesville Application”) to construct a ± 5 megawatt-AC solar energy facility (“Gainesville Project”) on property located in the Town of Gainesville. As result, SUNN 1009 has filed a petition in the Supreme Court, State of New York, County of Wyoming challenging that denial and requesting the court direct the Gainesville ZBA to grant the variances because the denial was arbitrary, capricious, an abuse of discretion, and affected by an error of law. The court has granted the company the first part of its request, confirming that the facilities is to be treated as a public utility. It is expected the rest of the suit will be dealt with in the coming months, but its outcome would not affect the courts initial decision that the variances were wrongly decided. The Town of Gainesville has appealed that decision. On March 9, 2026, SUNN 1009 filed a motion to the court for a summary judgment in this matter. A hearing on this motion has not yet occurred. The Gainesville Project cannot commence construction until this matter is resolved. The likelihood of success in this action cannot be reasonably predicted.

Summary of Quarterly Results

Quarterly results are subject to variability due to the nature of the Company’s two principal revenue streams, EPC and IPP. EPC revenues are recognized under IFRS 15 based on the stage of completion of construction projects and therefore depend heavily on the specific projects under contract, and their execution schedules. As a result, EPC revenue can be uneven and is often concentrated in quarters when significant construction milestones are achieved, while in other periods revenue may be substantially lower if projects are delayed or have not yet reached the recognition stage. IPP revenues are recurring and tied to the electricity output of operating solar facilities. Significant IPP contributions only began in the first quarter of fiscal 2025 following the acquisition of SFF. From that point onward, IPP revenue has become a more stable and predictable component of results, though it remains inherently seasonal. IPP generation is generally higher in the spring and summer months, when solar irradiance levels are stronger, and lower in the winter months, when daylight hours are shorter and weather conditions less favorable.

Management’s Discussion and Analysis

Liquidity and Capital Resources

The following table summarizes the Company’s liquidity position:

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

With respect to revenues, the primary components include revenue from IPP operations, EPC operations, and O&M and other services. The Company is able to reasonably forecast revenue from IPP operations based on the historical performance of its existing asset base. In addition, customer contracts and the current project pipeline provide the Company with sufficient visibility to reasonably forecast revenue from EPC operations, as well as O&M and other services.

As it relates to operating expenses, the Company is able to forecast its expenses based on historical operations and assumptions about future activities. The Company has estimated operating expenses at an average of approximately 0.82 million per month.

As it relates to financing, the Company has access to equity financing (as disclosed below) and debt financing (as disclosed below). The Company will continue to identify financing opportunities, including equity issuances, in order to provide additional financial flexibility and execute on the Company’s growth plans. While the Company has been successful in raising the necessary funds in the past, there can be no assurance that it can do so in the future.

To assist with potential liquidity needs, on May 8, 2025 the Company filed a final short form base shelf prospectus (the “Shelf Prospectus”) with the securities regulatory authorities in each of the provinces of Canada and a registration statement for the Shelf Prospectus has been filed in the United States with the United States Securities and Exchange Commission. The Shelf Prospectus replaces the Company’s prior final short form base shelf prospectus dated May 2, 2023 which would have expired in June 2025. The Shelf Prospectus will enable the Company to make offerings of up to $200 million of common shares, warrants, subscription receipts, units and share purchase contracts or a combination thereof of the Company from time to time, separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the offering and as set out in an accompanying prospectus supplement, during the 25-month period that the Shelf Prospectus remains valid.

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

On March 24, 2025 the Company closed an equity offering for proceeds of approximately US$8.5 million before deducting fees and other estimated offering expenses. Up to an additional $10.65 million may be funded upon full cash exercise of the warrants issued in the offering. The use of proceeds is shown below.

Management’s Discussion and Analysis

In addition, the Company has entered into an equity distribution agreement (the “2025 Distribution ‎Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), Research Capital Corporation (“RCC”), Research Capital USA Inc. (together with Wainwright and RCC, the “Agents”) to establish an at-the-‎market equity program (the “2025 ATM Program”). The Company may issue up to US$15 million of common shares of the Company (the “ATM Offered Shares”) from treasury under ‎the 2025 ATM Program. The ATM Offered Shares will be issued by the Company to the public from time to time, ‎through the Agents, at the Company’s discretion. The ATM Offered Shares sold under the 2025 ATM Program, if ‎any, will be sold at the prevailing market price at the time of sale. Since the ATM Offered Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution. The Company intends to use the net proceeds from any sales of ATM Offered Shares under the ATM Program, if any, to advance the Company’s business objectives and for general corporate purposes, including, without limitation, funding ongoing operations or working capital requirements, repaying indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions. As at March 31, 2026 the Company had issued 7,738,625 Shares for gross proceeds of approximately $13.68 million USD under the 2025 ATM Program. The Company and the Agents entered into a new equity distribution agreement (the “2026 Distribution Agreement”) to establish a new at-the-‎market equity program (the “2026 ATM Program”). The Company may issue up to US$50 million of ATM Offered Shares. As of the date of this MD&A that Company has issued 45,766 Shares for gross proceeds of approximately US$27,732 under the 2026 ATM Program.

As it relates to debt financing, as disclosed above, the Company has secured a $8.1million debt facility for two of the three BESS projects and it has assumed it will be able to draw down on this facility. The Company is in discussions with a project finance lender for the financing for the third BESS project and has assumed this will be concluded and financing will be available in the near future. The Company has also secured from Seminole Financial Services, LLC an initial US$2.6 million construction to mini-perm loan for the Geddes Project. Finally, the Company has secured a US$1 million line of credit with M&T Bank that is available to draw down on a revolving basis. On December 30, 2025, the Company entered into the NYGB Loan for an aggregate principal amount of up to US$8 million. The proceeds of the facility are intended to fund interconnection deposits for certain projects. See “Overview - Development of the Business – Recent Developments” for additional details.

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

The chart below highlights the Company’s cash flows: