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

Exhibit 99.2

SOLARBANK CORPORATION

Condensed Interim Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

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

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

(Unaudited)

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

SOLARBANK CORPORATION

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

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

See accompanying notes to these condensed interim consolidated financial statements.

SOLARBANK CORPORATION

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

(Expressed in Canadian dollars)

(Unaudited)

	Notes	Three months ended March 31						Nine months ended March 31
		2025			2024			2025			2024

Revenue from Development fees		$	-		$	27,207		$	2,171,457		$	2,106,625
Revenue from EPC services			7,845,212			23,435,444			20,320,243			47,477,484
Revenue from IPP production			1,153,231			121,761			6,575,712			259,279
Revenue from O&M and other services			5,000			490,535			37,616			556,625
			9,003,443			24,074,947			29,105,028			50,400,013
Cost of goods sold			(9,063,478	)		(18,686,509	)		(23,305,208	)		(40,130,961	)
Gross profit			(60,035	)		5,388,438			5,799,820			10,269,052
Operating expense
Advertising and promotion			(520,218	)		(1,879,006	)		(1,107,229	)		(3,357,708	)
Consulting fees			(928,187	)		(320,117	)		(2,776,516	)		(1,076,791	)
Depreciation	7, 13		(27,698	)		(47,370	)		(69,764	)		(118,668	)
Insurance			(301,585	)		(89,752	)		(706,651	)		(217,010	)
Listing fees			(115,597	)		(183,711	)		(128,341	)		(183,711	)
Office, rent and utilities			(350,215	)		(127,156	)		(809,479	)		(337,544	)
Professional fees			(3,383,675	)		(244,341	)		(5,067,111	)		(871,698	)
Repairs and maintenance			(20,043	)		(65,014	)		(98,674	)		(111,861	)
Salary and wages			(362,302	)		(389,902	)		(1,270,684	)		(867,318	)
Share-based compensation	20		(15,099	)		(108,408	)		(171,031	)		(758,507	)
Travel and events			(67,699	)		(53,019	)		(409,387	)		(224,253	)
Total operating expenses		$	(6,092,318	)	$	(3,507,796	)	$	(12,614,867	)	$	(8,125,069	)

Other income
Interest income			99,626			103,449			428,238			262,185
Interest expenses			(906,430	)		(128,103	)		(2,514,400	)		(278,396	)
Fair value change gain (loss)	16(2)		(431,124	)		-			213,564			-
Other income			315,003			3,534,692			395,991			5,270,382
Impairment loss			-			(1,124,791	)		-			(1,124,791	)
Net (loss) income before taxes		$	(7,075,278	)	$	4,265,889		$	(8,291,654	)	$	6,273,363
Current tax (expense) recovery	25		(635,387	)		(766,648	)		(1,546,364	)		(750,661	)
Deferred tax recovery			538,937			-			808,849			-
Net (loss) income		$	(7,171,728	)	$	3,499,241		$	(9,029,169	)	$	5,522,702
Other comprehensive (loss) income			(171,131	)		176,538			508,664			74,750
Net (loss) income and comprehensive (loss) income		$	(7,342,859	)	$	3,675,779		$	(8,520,505	)	$	5,597,452
Net (loss) income attributable to:
Shareholders of the company			(5,979,516	)		3,513,689			(6,049,132	)		5,588,180
Non-controlling interest	21		(1,192,212	)		(14,448	)		(2,980,037	)		(65,478	)
Net (loss) income		$	(7,171,728	)	$	3,499,241		$	(9,029,169	)	$	5,522,702
Total (loss) income and comprehensive (loss) income attributable to:
Common shareholders			(6,150,647	)		3,690,227			(5,540,468	)		5,662,930
Non-controlling interests	21		(1,192,212	)		(14,448	)		(2,980,037	)		(65,478	)
Total (loss) income and comprehensive (loss) income		$	(7,342,859	)	$	3,675,779		$	(8,520,505	)	$	5,597,452
Net (loss) income per share
Basic	26		(0.23	)		0.13			(0.29	)		0.20
Diluted	26		(0.23	)		0.09			(0.29	)		0.15
Weighted average number of common shares outstanding
Basic	26		31,417,787			27,136,075			31,179,046			26,993,260
Diluted	26		31,417,787			37,372,195			31,179,046			37,247,965

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

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

(Unaudited)

	Note	Number of shares		Share Capital		Contributed Surplus			Retained Earnings			Accumulated OCI			Total Shareholders’ Equity			Non- Controlling Interests			Total Equity
Balance at June 30, 2024			27,191,075	$	9,025,698	$	4,059,175		$	3,178,814		$	99,681		$	16,363,368		$	2,360,933		$	18,724,301
Net loss			-		-		-			(6,049,132	)		-			(6,049,132	)		(2,980,037	)		(9,029,169	)
Other comprehensive income			-		-		-			-			508,664			508,664			-			508,664
Total comprehensive income (loss)			-		-		-			(6,049,132	)		508,664			(5,540,468	)		(2,980,037	)		(8,520,505	)
Common shares issued, net of costs			1,306,860		3,323,984		-			-			-			3,323,984			-			3,323,984
Warrant exercised			175,000		131,250		-			-			-			131,250			-			131,250
RSU granted	20(e)		-		-		849,491			-			-			849,491			-			849,491
RSU exercised			113,026		759,799		(759,799	)		-			-			-			-			-
Share-based compensation	20(d)		41,707		287,682		152,769			-			-			440,451			-			440,451
Stock option exercised			110,448		2,919,145		(2,857,270	)		-			-			61,875			-			61,875
Warrant granted			119,718		791,070											791,070						791,070
Shelf prospectus shares issued			2,394,367		6,615,200		-			-			-			6,615,200			-			6,615,200
Acquisition of Solar Flow-Through Funds	18		3,575,632		28,640,812		-			-			-			28,640,812			15,814,455			44,455,267
Acquisition of subsidiaries			-		-		-			108,430			,			108,430			(230,908	)		(122,478	)
Balance at March 31, 2025			35,027,833	$	52,494,640	$	1,444,366		$	(2,761,888	)	$	608,345		$	51,785,463		$	14,964,443		$	66,749,906

Balance at June 30, 2023			26,800,000	$	6,855,075	$	3,001,924		$	6,652,551		$	(116,759	)	$	16,392,791		$	238,405		$	16,631,196
Net income			-		-		-			5,588,180			-			5,588,180			(65,478	)		5,522,702
Other comprehensive loss			-		-		-			-			74,750			74,750			8,172			82,922
Total comprehensive loss			-		-		-			5,588,180			74,750			5,662,930			(57,306	)		5,605,624
Common shares issued, net of costs			2,200		21,659		-			-			-			21,659			-			21,659
Warrant exercised			55,000		41,250		-			-			-			41,250			-			41,250
RSU granted			-		-		62,514			-			-			62,514			-			62,514
Share-based compensation			-		-		695,993			-			-			695,993			-			695,993
OFIT GM and OFIT RT acquisition			278,875		2,066,464		-						-			2,066,464			2,508,989			4,575,453
Solar Alliance DevCo NCI acquisition			-		-		-			7,090			-			7,090			(298,316	)		(291,226	)
Balance at March 31, 2024			27,136,075	$	8,984,448	$	3,760,431		$	12,247,821		$	(42,009	)	$	24,950,691		$	2,391,772		$	27,342,463

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

SOLARBANK CORPORATION

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

(Unaudited)

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

1.	Nature of operation:

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

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

On March 1, 2023, the Company closed its initial public offering (the “Offering”) of common shares. With completion of the Offering, the Company commenced trading its common shares on the Canadian Securities Exchange (the “CSE”) under the symbol “SUNN” on March 2, 2023. On February 14, 2024, the Company migrated its listing to the Cboe Canada Exchange Inc. under the existing trading symbol “SUNN”. On April 8, 2024, the Company’s common shares commenced trading on the Nasdaq Global market under the symbol “SUUN”.

2.	Basis of presentation

(a)

Statement of compliance:

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

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

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

(b)

Basis of measurement:

These unaudited condensed interim consolidated financial statements were prepared on a going concern basis and historical cost basis with the exception of certain financial instruments as disclosed in Note 19.

(c)

Basis of consolidation:

(i)

Subsidiaries

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

2.	Basis of presentation (continued)

Basis of consolidation:

(i)

Subsidiaries

Subsidiaries are consolidated from the date on which the Company obtains control up to the date of the disposition of control. Control is achieved when the Company has power over the subsidiary, is exposed or has rights to variable returns from its involvement with the subsidiary and has the ability to use its power to affect its returns. For non-wholly owned subsidiaries over which the Company has control, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statement of financial position. Net income or loss for the period that is attributable to the non-controlling interests is calculated based on the ownership of the non-controlling interest shareholders in the subsidiary.

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

2.	Basis of presentation (continued)

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

2.	Basis of presentation (continued)

(ii)

Functional and presentation currency:

The Company’s unaudited condensed interim consolidated financial statements are presented in Canadian dollars. The functional currency of Canadian parent company and its Canadian subsidiaries is the Canadian dollar. The functional currency of its subsidiaries in the United States is the US dollar.

3.	Material accounting policies and use of judgements and estimates

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

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

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

(a)

Segment reporting

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

4.	Short-term investments

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

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

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

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

5.	Trade and other receivables

	March 31, 2025			June 30, 2024

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

(1)

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

	March 31, 2025			June 30, 2024

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

6.	Prepaid expenses and deposits

	March 31, 2025		June 30, 2024

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

7.	Property, plant and equipment

	Computer equipment			Furniture and equipment			Vehicle		IPP facilities ⁽¹⁾		Total
Cost:
Balance, June 30, 2024	$	19,256			57,553			35,608		3,578,267	$	3,690,684
Additions from acquisition		-			-			-		33,563,632		33,563,632
Dispositions		(19,256	)		(50,253	)		-		-		(69,509	)
Foreign currency impact		-			-			-		24,530		24,530
Balance, March 31, 2025	$	-			7,300			35,608		37,166,429	$	37,209,337

Accumulated amortization:
Balance, June 30, 2024	$	16,192			44,830			4,216		170,523	$	235,761
Dispositions		(16,192	)		(44,667	)		-		-		(60,859	)
Depreciation⁽³⁾		-			1,511			4,407		2,254,350		2,260,268
Foreign currency impact		-			-			-		7,422		7,422
Balance, March 31, 2025	$	-			1,674			8,623		2,432,295	$	2,442,592
Net Book Value, March 31, 2025	$	-			5,626			26,985		34,734,134	$	34,766,745

	Computer equipment		Furniture and equipment		Vehicle		IPP facilities ⁽¹⁾			Total
Cost:
Balance, June 30, 2023	$	19,256		50,253		-		937,194		$	1,006,703
Additions		-		7,300		35,608		3,100,000			3,142,908
Reclass to tax equity asset		-		-		-		(474,547	)		(474,547	)
Foreign currency impact		-		-		-		15,620			15,620
Balance, June 30, 2024	$	19,256		57,553		35,608		3,578,267		$	3,690,684

Accumulated amortization:
Balance, June 30, 2023	$	13,876		42,694		-		-		$	56,570
Depreciation⁽³⁾		2,316		2,136		4,216		170,140			178,808
Foreign currency impact		-		-		-		383			383
Balance, June 30, 2024	$	16,192		44,830		4,216		170,523		$	235,761
Net Book Value, June 30, 2024	$	3,064		12,723		31,392		3,407,744		$	3,454,923

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

8.	Unbilled revenue

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

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

Inventory

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

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

(1)

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

10.

Development assets

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

	IPP facilities		Battery energy storage systems ⁽¹⁾		EV charge point systems ⁽²⁾		Total

Balance, June 30, 2024	$	8,909,371		-		-	$	8,909,371
Additions		417,430		22,602,603		541,666		23,561,699
Foreign currency impact		464,445		-		-		464,445
Balance, March 31, 2025	$	9,791,246		22,602,603		541,666	$	32,935,515

Balance, June 30, 2023	$	1,106,503		-		-	$	1,106,503
Additions		7,688,162		-		-		7,688,162
Foreign currency impact		114,706		-		-		114,706
Balance, June 30, 2024	$	8,909,371		-		-	$	8,909,371

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

11.

Trade and other payables

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

(1)

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

12.

Unearned revenue

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

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

13.

Right-of-use assets and lease liabilities

The Company commenced leasing its current office space in 2022 in Canada. The lease started on May 1, 2022, with a five-year lease term. The monthly lease payment is $4,697 starting from September 1, 2022, which will be adjusted on an annual basis. The right of use (“ROU”) and lease obligation were measured at the present value of the lease payment and discounted using an incremental borrowing rate of 10%. On December 1, 2023, the Company leased additional office space, which increased monthly rent to $8,510.

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

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

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

Right-of-use assets	Office			IPP Facilities		Total
Cost:
Balance, June 30, 2024	$	313,887			946,943		1,260,830
Addition from acquisition		-			7,042,994		7,042,994
Deduction		(17,394	)		-		(17,394	)
Balance, March 31, 2025	$	296,493			7,989,937		8,286,430

Accumulated Depreciation:
Balance, June 30, 2024	$	123,501			52,201		175,702
Depreciation ⁽¹⁾		62,739			474,494		537,231
Deduction		(5,270	)		-		(5,270	)
Balance, March 31, 2025	$	180,970			526,695		707,663
Net Book Value, March 31, 2025	$	115,523			7,463,242		7,578,765

Right-of-use assets	Office		IPP Facilities		Total
Cost:
Balance, June 30, 2023	$	197,719		-		197,719
Addition		116,168		946,943		1,063,111
Balance, June 30, 2024		313,887		946,943		1,260,830

Accumulated Depreciation:
Balance, June 30, 2023	$	53,232		-		53,232
Depreciation ⁽¹⁾		70,269		52,201		122,470
Balance, June 30, 2024	$	123,501		52,201		175,702
Net Book Value, June 30, 2024	$	190,386		894,742		1,085,128

(1)

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

13.

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

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

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

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

14.

Loan payables

Geddes Construction Loan

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

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

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

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

Line of Credit

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

Solar High Yield Project #1 Ltd.

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

15.

Intangible assets

	FIT contracts		BESS contracts		Total
Cost:
Balance, June 30, 2024	$	2,110,000		-	$	2,110,000
Additions ⁽¹⁾		29,320,877		4,925,500		34,246,377
Balance, March 31, 2025	$	31,430,877		4,925,500		36,356,377

Accumulated amortization:
Balance, June 30, 2024	$	108,553		-	$	108,553
Amortization		1,787,750		-		1,787,750
Balance, March 31, 2025	$	1,896,303		-	$	1,896,303
Net Book Value, March 31, 2025	$	29,534,574		4,925,500	$	34,460,074

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

15.

Intangible assets (continued)

	FIT contracts		Total
Cost:
Balance, June 30, 2023	$	-	$	-
Additions		2,110,000		2,110,000
Balance, June 30, 2024	$	2,110,000	$	2,110,000

Accumulated amortization:
Balance, June 30, 2023	$	-	$	-
Amortization		108,553		108,553
Balance, June 30, 2024	$	108,553		108,553
Net Book Value, June 30, 2024	$	2,001,447	$	2,001,447

(1)

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

16.

Long-term debt

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

	(1)	In 2021, the Company received a Highly Affected Sectors Credit Availability Program (“HASCAP”) loan for a total of $1,000,000 at 4% annual from Bank of Montreal. The loan has a ten-year amortization period with interest payment only for the first year. Principal payments commenced in May 2022. During the three and nine months ended March 31, 2025, the interest recorded and paid was $6,846 and $21,639 (2024 - $8,005 and $25,081).

	(2)	The Company assumed these loans from the acquisition of OFIT GM and OFIT RT (2 loans totalling $4,068,139 on November 1, 2023) and SFF (51 loans totalling $52,685,837 on July 8, 2024) (Note 18).

OFIT GM and OFIT RT Loans

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

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

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

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

SFF Loans

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

16.

Long-term debt (continued)

(3)

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

Estimated principal repayments are as follows:

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

17.

Tax equities

On June 20, 2023 (the “acquisition date”) the Company acquired 67% membership interest in Solar Alliance DevCo, an entity which owns and operates certain solar facilities in the US under subsidiaries that are set up as tax equity structures to finance the capital cost of the solar facilities.

Amounts paid by the Tax Equity Investors (“TEIs”) for their equity stakes are classified as liabilities on the consolidated statements of financial position and are measured at amortized cost using the effective interest rate (“EIR”) method. Amortized cost is affected by the allocation of ITCs (in tax equity assets), taxable income, and accelerated tax depreciation. Financing expenses represent the interest accretion using the EIR. The EIR of the tax equity was determined to be 9%, the loan value was $460,607 at acquisition date, with a maturity date (representing the expected flip point as estimated) of 2028 and the percentage of ownership of 99%, reflecting the allocation of taxable income or loss prior to the flip date. The corresponding tax equity asset acquired on acquisition date was $474,547.

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

18.

Acquisitions

Solar Flow-Through Funds Ltd

On March 20, 2024, the Company entered into a definitive agreement with SFF to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of issuance of up to 5,859,561 common shares of SolarBank (“SolarBank Shares”) for an aggregate purchase price of up to $41.8 million. The number of SolarBank Shares was determined using a 90 trading day volume weighted average trading price as of the date of the Agreement which is equal to $7.14 (the “Agreement Date VWAP”).

The consideration for the SFF Transaction consisted of an upfront payment of approximately 3,575,632 SolarBank Shares and a contingent payment representing up to an additional 2,283,929 SolarBank Shares that will be issued in the form of contingent value rights (“CVRs”). The SolarBank Shares underlying the CVRs will be issued once the final contract pricing terms have been determined between SFF, the Ontario IESO and the major suppliers for the SFF BESS portfolio and the binding terms of the debt financing for the BESS portfolio have been agreed (the “CVR Conditions”). On satisfaction of the CVR Conditions, the BESS portfolio shall be revalued and SolarBank shall then issue SolarBank Shares having an aggregate value that is equal to the lesser of (i) $16.31 million and (ii) the final valuation of the BESS portfolio determined by Evans & Evans, Inc. plus the sale proceeds of any portion of the BESS portfolio that may be sold, in either case divided by the Agreement Date VWAP. The maximum number of additional shares issued for the CVRs will be 2,283,929 SolarBank Shares.

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

On July 10, 2023, resolutions were passed at SFF’s special meetings of the limited partners, which included approval for SFF to pay past and current directors a success bonus in the aggregate amount of $1.3 million upon completion of a going public transaction. This payment will be paid in securities of SFF, cash or a combination thereof. After closing of SFF acquisition on July 8, 2024, the success bonus was approved and 41,707 SolarBank common shares (totalling $287,682) were issued to the SFF directors on October 7, 2024.

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

18.

Acquisitions (continued)

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

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

Common shares issued ⁽¹⁾		28,640,812
Fair value CVR ⁽³⁾		5,922,000
Payable due to the Company		1,364,374
Fair value of SFF shares owned prior to the acquisition ⁽⁴⁾		6,783,484
Total fair value of consideration	$	42,710,670

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

19.

Financial instruments

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

(a)

Fair value:

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

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

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

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

(b)

Financial risk management:

(i)

Credit risk and economic dependence:

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

The Company has assessed the creditworthiness of its trade and other receivables and amount determined the credit risk to be low. Receivables from projects are from reputable customers with past working relations with the Company. IPP revenues are due from local government utility with high creditworthiness. Cash and short-term investment have low credit risk as it is held by internationally recognized financial institutions.

(ii)

Currency risk

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

19.

Financial instruments (continued)

(iii)

Concentration risk and economic dependence:

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

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

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

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

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

19.	Financial instruments (continued)

(iv)

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due by maintaining adequate reserves, banking facilities, and borrowing facilities. All of the Company’s financial liabilities are subject to normal trade terms.

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

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

(v)

Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s long-term loan, obtained from acquisition of OFIT GM, OFIT RT and SFF, have a fixed rate which is achieved by entering into interest rate swap agreement.

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

20.

Share Capital

(a)

Authorized

Unlimited number of common shares with no par value.

(b)

Issued and outstanding share capital

On March 31, 2025, the Company had 34,908,115 common shares issued and outstanding (2024- 27,136,075). A summary of changes in share capital and contributed surplus is contained on the consolidated statements of changes in shareholders’ equity. The Company entered into a second amended and restated equity distribution agreement during the fiscal year. Under the Amended Distribution Agreement, the Company may issue common shares of the Company having an aggregate offering price of up to US$15,000,000 (the “Offered Shares”) under the at-the-market program “(ATM Program”). The Offered Shares will be issued by the Company to the public from time to time, ‎through the Agents, at the Company’s discretion. The Offered Shares sold under the ATM Program, if ‎any, will be sold at the prevailing market price at the time of sale.

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

20.

Share Capital (continued)

Since the Offered Shares will be distributed at trading prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution.

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

	i.	On July 8, 2024, the Company closed the acquisition of SFF with payment of 3,575,632 SolarBank common shares (Note 18).

	ii.	On September 24, 2024, 55,000 broker warrants were exercised to purchase common shares at $0.75 per share.

	iii.	On October 7, 2024, 41,707 Common Shares issued to former SFF directors after closing of acquisition. Refer to note 18.

	iv.	On October 11, 2024, 120,000 employee stock options exercised resulting in issuance of 110,448 Common Shares after reductions for a cashless exercise component.

	v.	On December 19, 2024, 7,500 RSU’s were exercised to convert to 7,500 common shares.

	vi.	On January 16, 2025, 50,000 RSU’s were exercised to convert to 50,000 common shares.

	vii.	On February 3, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75 per share.

	viii.	On February 10, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75 per share.

	ix.	On February 18, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.

	x.	On February 19, 2025, 386,500 employee stock options exercised resulting in issuance of 346,767 Common Shares after reductions for a cashless exercise component.

	xi.	On February 19, 2025, 1,913 RSU’s were exercised to convert to 1,913 common shares.

	xii.	On March 1, 2025, 7,500 RSU’s were exercised to convert to 7,500 common shares.

	xiii.	On March 26, 2025, 50,000 RSU’s were exercised to convert to 50,000 common shares.

	xiv.	On March 24, 2025 the Company sold a total of 2,394,367 common shares in a registered direct offering at a price of $5.08 (US$3.55) for gross proceeds of $12,170,304.08 (US$8,500,002.85). The placement agent also received a total of 119,718 placement warrants at a price equal to 130% of the purchase price per share which is $6.61 per warrant (US$4.615).

	xv.	During January to March 2025, the Company sold a total of 1,220,567 Common Shares through at-the-market offerings at an average price of $2.47 (US$1.72) per share for gross proceed of $3,009,366.

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

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

20. Share Capital (continued)

(c)

Warrants

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

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

(d)

Stock Options

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

Details of the stock options outstanding as at March 31, 2025 and 2024 are as follows:

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

Date granted

Expiry

Exercise price (CAD)

Outstanding number of options at March 31, 2025

Exercisable number of options at March 31, 2025

04-Nov-2022

04-Nov-2027

0.75

2,252,500

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

20.

Share Capital (continued)

(e)

Restricted Stock Units

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

21.

Non-Controlling Interest

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

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

As at March 31, 2025	Current assets		Non-current assets		Current liabilities			Non-current liabilities			Net assets (liabilities)			Carrying amount of NCI

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

21.

Non-Controlling Interest (continued)

	Three months ended March 31, 2025						Nine months ended March 31, 2025
	Net (loss) income and comprehensive (loss) income			Allocated to NCI			Net (loss) income and comprehensive (loss) income			Allocated to NCI

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

(1)

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

	Three months ended March 31, 2024						Nine months ended March 31, 2024
	Net (loss) income and comprehensive (loss) income			Allocated to NCI			Net (loss) income and comprehensive (loss) income			Allocated to NCI

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

22.

Related Party Balances and Transactions

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

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

Key management compensation

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors and corporate officers, including the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Administrative Officer.

The remuneration of directors and other members of key management personnel, for the three and nine months ended March 31, 2025 and 2024, were as follows:

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

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

23.

Capital Management

The Company’s objectives in managing liquidity and capital are to safeguard the Company’s ability to continue as a going concern and to provide financial capacity to meet its strategic objectives. The capital structure of the Company consists of the following:

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

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

24.

Segment Information

(a)

Reportable segments

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

24.

Segment Information (continued)

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

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

24.

Segment Information (continued)

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

24.

Segment Information (continued)

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

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

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

(1)

Seasonality of operations

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

(b)

Geographic Information

The Company is currently operating development and construction of solar photovoltaic power generation projects in two principal geographical areas - Canada and United States. The revenues from external customers and non-current assets exclusive of financial instruments (i.e. investment in SFF and the derivative asset) by country for the three and nine months ended March 31, 2025 and 2024 are as follows:

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

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

SOLARBANK CORPORATION

Notes to Condensed Interim Consolidated Financial Statements

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

(Expressed in Canadian Dollars)

(Unaudited)

25.

Income Tax

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

26.

Earnings per share

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

	Three months ended March 31,
	2025			2024

Net income (loss)	$	(7,171,728	)	$	3,675,779

Basic weighted average number of shares outstanding		31,417,787			27,136,075
Dilution of securities		-			-
Diluted weighted average number of shares outstanding		31,417,787			37,372,195

Loss per share
Basic	$	(0.23	)	$	0.13
Diluted	$	(0.23	)	$	0.09

	Nine months ended March 31,
	2025			2024

Net income (loss)	$	(9,029,169	)	$	5,597,452

Basic weighted average number of shares outstanding		31,179,046			26,993,260
Dilution of securities		-			-
Diluted weighted average number of shares outstanding		31,179,046			37,247,965

Loss per share
Basic	$	(0.29	)	$	0.20
Diluted	$	(0.29	)	$	0.15

27.

Goodwill

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

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

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