PBK 0001641172-25-010833 6-K Filing: May 15, 2025

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIESEXCHANGE ACT OF 1934

For the month of May, 2025.

Commission File Number 001-41976

SolarbankCorporation

(Translation of registrant’s name into English)

505Consumers Rd., Suite 803

Toronto,Ontario, M2J 4Z2 Canada

(Address of principal executive office)

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

Form 20-F ☐ Form 40-F ☒

INCORPORATIONBY REFERENCE

Exhibits 99.1 and 99.2 to this report on Form 6-K furnished to the SEC are expressly incorporated by reference into the Registration Statement on Form F-10 of SOLARBANK CORPORATION (File No. 333-287070), as amended and supplemented.

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SIGNATURES

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

Date<br> May 15, 2025	Solarbank Corporation

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

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ExhibitIndex

Exhibit		Description of Exhibit
99.1		Management’s Discussion and Analysis for the three and nine months ended March 31, 2025
99.2		Condensed Consolidated Interim Unaudited Financial Statements for the three and nine months ended March 31, 2025
99.3		Form 52-109F2 - Certification of Interim Filings of Chief Executive Officer dated May 15, 2025
99.4		Form 52-109F2 - Certification of Interim Filings of Chief Financial Officer dated May 15, 2025

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Exhibit99.1

Management’sDiscussion and Analysis

Forthe Three and Nine Months End March 31, 2025

	Contact<br> Information :
	SolarBank Corporation
	505<br> Consumers Road, Suite 803
	Toronto,<br> ON M2J 4V8
	Contact<br> Person: Mr. Sam Sun, CFO
	Email:<br> [email protected]

The following Management Discussion and Analysis (“MD&A”) of the financial condition and results of operations of SolarBankCorporation. (“SUNN” or the “Company”) was prepared by management as of May 14, 2025 and was reviewed and approvedby the Board of Directors. The following discussion of performance, financial condition and future prospects should be read in conjunctionwith the interim consolidated financial statements of the Company and notes thereto for the three and nine months ended March 31^st^,2025. The information provided herein supplements but does not form part of the financial statements. All amounts are stated in Canadiandollars unless otherwise indicated.

Overview

BusinessProfile

SolarBank Corporation is incorporated in Ontario, Canada with its registered office located at 199 Bay Street, Suite 4000, Toronto, Ontario M5L 1A9 and head office located at 505 Consumers Road, Suite 803, Toronto, Ontario, M2J 4V8. The Company was originally founded in Canada in 2013 as Abundant Solar Energy Inc, and in 2017 established a 100% owned U.S. subsidiary, Abundant Solar Power Inc., to meet the demand for renewable energy in both countries. The Company commenced trading its common shares on the Canadian Securities Exchange (the “CSE”) under the symbol “SUNN” on March 2, 2023. On February 14, 2024, the Company migrated its listing to Cboe Canada Exchange Inc. under the existing trading symbol “SUNN”. On April 8, 2024, the Company’s common shares commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “SUUN”.

The Company 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 power plants that would generate solar renewable electricity to: (a) address the growing requirements to reduce carbon emissions in the form of Solar Renewable Energy Credits (“SREC”); and (b) provide a cost competitive alternative to conventional electricity generation to further decarbonize the electricity grid.

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

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

Developmentof the Business

USA

The Company is focused on its key markets in New York, Maryland and California. In New York, the Company expects to reach Permission to Operate (“PTO”) for a 3.7 megawatts of direct current (“MW DC”) project that the Company intends to retain ownership of, by Q4 FY2025 and reach PTO for three projects for Honeywell, totaling 21 MW DC by Q4 FY2025. Approximately 60 projects are under utility interconnection studies and permitting. In addition, the Company is working on site origination for potential community solar and utility scale solar projects.

Community solar needs state-level polices in order to thrive. The Company is monitoring certain potential markets such as Illinois, Pennsylvania, Michigan, Ohio and Virginia where legislation for community solar programs has been passed or is being proposed. In Pennsylvania, the development of the community solar projects will be subject to the final approval of House Bill 1842 by the State government of Pennsylvania.

Canada

The Company is expected to finish the construction on a 1.4MW DC rooftop solar project in Alberta during FY2025. In addition, more than twenty projects in Nova Scotia are under utility interconnection studies and development work is ongoing. The company is actively developing the potential projects in Ontario, Alberta, and Nova Scotia.

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

After acquisition of Solar Flow-Through Funds Ltd. (“SFF”), including its pipeline of Battery Energy Storage System (“BESS”) projects, on July 8, 2024, the Company became the owner of the three separate BESS projects in Ontario. The three projects are expected to reach Notice to Proceed (“NTP”) in the third and fourth quarter of fiscal 2025.

The BESS Projects were awarded as part of a procurement process with the Ontario IESO known as “E-LT1”. Projects under the E-LT1 are expected to be operational no later than April 30, 2026. Each BESS project is expected to operate under a long term contract with guaranteed capacity payments from the IESO, provided all contract obligations are met. The Projects will also earn revenue from the energy and ancillary markets in Ontario. Each has a 4.74 MW discharge capacity with a four-hour duration using lithium-iron-phosphate technology.

With the acquisition of SFF, the Company is now responsible for securing the permits and financing required to complete the construction of the BESS Projects. In November 2024, the Company secured financial closing of a combined project loan in a principal amount of $25.8 million for two of the three BESS projects. The Company remains in discussion with a project finance lender for the financing for the third BESS project. The Company has commenced construction on one of the three BESS projects known as SFF-06. The other two BESS projects require final permits for construction.

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 projectco -1000234763 Ontario Inc 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 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. In order to extend the deadline for commercial operation under the E-LT1 contract for the project, projectco has sent the IESO a notice of potential force majeure event to the OPA/ZBA delay. The timing of the issuance of the OPA/ZBA and its impact on project schedule remains uncertain.

Evlo Energy Storage Inc. (“Evlo”), a subsidiary of Hydro-Québec, is providing its EVLOFLEX battery energy storage systems (the “BESS Equipment”) for the three separate BESS Projects. As a result of the delays in obtaining permits for the BESS Projects, the Company has requested that Evlo delay the delivery of the BESS Equipment. Evlo has informed the Company that such delay will adversely affect Evlo’s performance under the agreement for the BESS Equipment and increases the cost of the BESS Equipment. The final implications of these delays on the contract price and schedule have not yet been ascertained. If the project schedule is delayed, it is possible that certain incentives from the Ontario government for completion of the BESS Projects by a target date will not be received. In addition, if the Company is unable to fully draw down on the $25.8 million loan, and secure a financing for the third BESS project to provide financing to make required payments to Evlo, Evlo may provide the Company with a notice of default which would have an adverse effect on the project schedule and costs.

Acquisitions

On March 20, 2024, the Company entered into a definitive agreement with SFF to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of up to $41.8 million in an all stock deal (the “SFF Transaction”). The SFF Transaction closed on July 8, 2024. Under the terms of the SFF Transaction, the Company has agreed to issue up to 5,859,561 common shares of SolarBank (“SolarBank Shares”) for an aggregate purchase price of up to $41.8 million, representing $4.50 per SFF common share acquired. The number of SolarBank Shares was determined using a 90 trading day volume weighted average trading price as of the date of the Agreement which is equal to $7.14 (the “Agreement Date VWAP”).

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

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

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

CIMTransaction

On May 6, 2025 the Company announced that CIM Group (“CIM”), a real estate and infrastructure owner, operator, lender and developer, and the Company have entered into a Mandate Letter providing for up to US$100 million in project based financing for a portfolio of 97 MW of solar power projects located in the United States (the “CIM Transaction”). The CIM Transaction will be structured as a preferred equity investment into a newly formed entity (“New HoldCo”) that will be a joint venture between CIM and Abundant Solar Power Inc. (“ASP”), a wholly-owned subsidiary of SolarBank. No shares or other securities of SolarBank will be issued in connection with the CIM Transaction.

CIM shall acquire non-convertible preferred equity interests in New HoldCo (the “CIM Equity”). Pursuant to a membership interest purchase agreement to be entered into by New HoldCo and ASP, New HoldCo will purchase the membership interests of identified project companies that wholly own 97 MW of power generating capacity (the “CIM Portfolio” or the “CIM Projects”) directly or indirectly from ASP, subject to the satisfaction of customary conditions precedent. New HoldCo would advance 20% of the purchase price for each CIM Project at mechanical completion of such CIM Project, and 80% at substantial completion of such CIM Project.

Each CIM Project is anticipated to sell investment tax credits (“ITCs”) to one or more creditworthy third-party buyers pursuant to one or more tax credit transfer agreements in accordance with the requirements of Section 6418 of the Internal Revenue Code of 1986, as amended (the “Code” and each a “TCTA”).

CIM shall receive a coupon, payable semi-annually, equal to 3% (annually) of the aggregate investment and, subject to certain distributions detailed below, the remainder of the cashflow generated from the CIM Portfolio shall be distributed to ASP. CIM shall retain 100% of the TCTA sales. In the event of liquidation, casualty or similar condemnation event the proceeds shall be distributed based on prior contributions of the parties. New HoldCo has the right to redeem the CIM Equity based on the greater of fair market value or a multiple of invested capital beginning 180 days after the fifth anniversary of the date the last CIM Project is placed in service (the “Call Option”). If the Call Option is not exercised, CIM has the right to require a redemption of the CIM Equity at the lower of fair market value or a multiple of invested capital.

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 is subject to the execution of definitive documentation setting out all of the representations, warranties, covenants and conditions precedent associated with the CIM Transaction. 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. SolarBank 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.

RecentDevelopments

Since the commencement of fiscal 2025, the Company achieved the following business objectives:

●	July<br> 2024: The Company closed its acquisition of SFF. This transaction values SFF at up to $45M<br> but the consideration payable excludes the common shares of SFF currently held by the Company.
●	July<br> 2024: The Company announced an update on its 3.25 MW DC ground-mount solar power project<br> located in the Town of Camillus, New York on a closed landfill. The project has now received<br> its plan approval and special use permit from the town of Camillus.
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●	July<br> 2024: The Company advanced construction on the 1.4MW DC rooftop solar project in Alberta.<br> Construction of the project is expected to be completed in the third quarter of fiscal year<br> 2025.
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●	August<br> 2024: The Company announced that it intends to develop a 6.41 MW DC ground-mount solar power<br> project known as the East Bloomfield project located in East Bloomfield, New York.
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●	September<br> 2024: The Company announced that it intends to develop a 5.4 MW DC ground-mount solar power<br> project known as the Boyle project located in Broome County, New York. The project is expected<br> to employ agrivoltaics (the dual use of land for solar energy production and agriculture)<br> including sheep grazing with a local agricultural partner.
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●	September<br> 2024: The Company announced that it intends to develop a 7 MW DC ground-mount solar power<br> project known as the Hwy 28 project on a 45 acre site located in Middletown, Delaware County,<br> New York.
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●	October<br> 2024: The Company announced its plans to develop a 2.9 MW DC ground-mount solar power project<br> known as the Silver Springs project on a site located in Gainesville, New York.
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●	October<br> 2024: The Company announced its plans to develop a 13.8 MW DC ground-mount solar power project<br> known as the Grandview project on a site located in Lancaster Country, Pennsylvania.
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●	October<br> 2024: The Company announced its plans to develop a 7 MW DC ground-mount solar power project<br> known as the Stauffer project on a site located in Lancaster Country, Pennsylvania.
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●	October<br> 2024: The Company announced its plans to develop a 7.2 MW DC ground-mount solar power project<br> known as the North Main project on a site located in Wyoming County, New York
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●	November<br> 2024: The Company announced its plans to develop a 3.1 MW DC ground-mount solar power project<br> known as West Petpeswick project (the “Project”) on a site located in Nova Scotia
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●	November<br> 2024: The Company announced its strategic expansion into the rapidly growing data center<br> market. The Company does not presently have any contracts to develop or power a data center<br> but it is in discussions with various other parties regarding potential data center opportunities<br> and will provide details if an agreement to acquire or develop a data center is concluded.<br> The development of any data center project is subject to identification of a suitable project<br> site, receipt of required permits, entry into contracts for construction and the use of the<br> data center, the availability of third-party financing arrangements for the Company and the<br> risks associated with the construction of a data center. In addition, governments may revise,<br> reduce or eliminate incentives and policy support schemes for renewable energy, which could<br> result in future projects no longer being economic.
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●	November<br> 2024: The Company secured project financing in the form of a loan in a principal amount of<br> $3 million.
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●	November<br> 2024: The Company secured financial closing of a combined project loan in a principal amount<br> of $25.8 million with Royal Bank of Canada (“RBC”) as Lenders, Administrative<br> Agent and Collateral Agent for the Lenders. The loan, on a non-recourse basis, will be used<br> for the construction, operation and maintenance of two 4.74 MW BESS projects located in Ontario.
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●	December<br> 2024: The Company entered into agreement with Qcells, through an affiliate, to sell four<br> ground-mount solar power projects that are under development in upstate New York representing<br> 25.58 MW. The projects will be developed as four separate solar power projects. The Company<br> will now continue to build the Projects for Qcells to commercial operation via EPC agreements.<br> The sale of the projects and EPC agreement have a total value of approximately US$49.5 million.<br> The Company also expects that it will retain an operations and maintenance contract for the<br> projects following the completion of construction.
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●	January<br> 2025: The Company announced that first BESS project located in Ontario is expected to commence<br> construction during the week of February 10, 2025. The construction commenced in February.<br> The project is known as SFF-06 and is located in Cramahe, Ontario.
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●	February<br> 2025: The Company announced an update on the development of two projects located on industrial<br> brownfield sites located in Skaneateles, New York which is in the Finger Lakes Region of<br> New York, in Onnodaga County. The Company intends to develop two ground-mount community solar<br> projects across this site with a capacity of 14.4 MW DC. The projects have achieved a development<br> milestone in receiving positive interconnection results via a completed Coordinated Electric<br> System Interconnection Review (“CESIR”). Now that the Company has received a<br> positive interconnection determination, the next step is completing the permitting process<br> for the Projects which is already underway.
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●	February<br> 2025: The Company announced that it is partnering with Viridi, the industry leader in fail-safe<br> battery energy storage systems (“BESS”), on the development of a combined 3.06<br> MW DC ground-mount solar power project and related 1.2 MWH BESS in Buffalo, New York. The<br> project is being constructed on a closed landfill site, transforming previously unusable<br> land into a productive asset that generates clean energy for the community. Subject to the<br> receipt of financing, SolarBank intends to be the owner of the project and Virdi will provide<br> supplies for the BESS system.
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●	March<br> 2025: The Company announced an update on the development of a 7.2 MW DC ground-mount solar<br> power project known as the North Main project on a site located in Wyoming County, New York.<br> The project has completed its Coordinated Electric System Interconnection Review (“CESIR”),<br> and can proceed to the next important milestone, permitting the project site.
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●	March<br> 2025: The Company announced an update on the development of a 2.9 MW DC ground-mount solar<br> power project known as the Silver Springs project on a site located in Gainesville, New York.<br> The project has achieved a development milestone in receiving positive interconnection results<br> via a completed CESIR.
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●	March<br> 2025: The Company announced an update on the development of a 5.4 MW DC ground-mount solar<br> power project known as the Boyle Rd project on a site located in upstate New York. The project<br> has achieved a development milestone in receiving positive interconnection results via a<br> completed Coordinated Electric System Interconnection Review (“CESIR”).
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●	March<br> 2025: The Company announced its plans to develop a 7.2 MW DC ground-mount solar power project<br> known as the Jordan Rd, Gainesville project on a site located in upstate New York. Assuming<br> the project’s interconnection study is successful, the Company will continue to work<br> to complete the permitting process and secure the necessary financing for the construction<br> of the project.
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●	March<br> 2025: The Company announced its plans to develop a 4.3 MW DC ground-mount solar power project<br> known as the Glen Rd project on a site located in upstate New York. Assuming the project’s<br> interconnection study is successful, the Company will continue to work to complete the permitting<br> process and secure the necessary financing for the construction of the project.
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●	March<br> 2025: The Company announced that its 3.26 MW Camillus Solar Project has been sold to, and<br> will now be constructed for, Solar Advocate Development LLC (“Solar Advocate”)<br> in a transaction valued at US$7.3 million. Engineering and initial construction have commenced<br> and the Company has initiated procurement of major equipment. The Company will now continue<br> to build the project for Solar Advocate to commercial operation via an EPC agreement dated<br> March 18, 2025. The sale price for the project, and value of the EPC agreement are approximately<br> US$7.3 million.
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●	March<br> 2025: On March 24, 2025 the Company announced it has closed a registered direct offering<br> with a single institutional investor. The investor purchased 2,394,367 common shares and<br> warrants to purchase up to 2,394,367 common shares at a combined purchase price of US$3.55<br> per common share and accompanying warrant for aggregate gross proceeds of approximately US$8.5<br> million before deducting fees and other estimated offering expenses (the “2025 Offering”).<br> The warrants are exercisable immediately at an exercise price of US$4.45 per share and will<br> expire five years from the date of issuance. Approximately $8.5 million was funded in full<br> upon the closing of the 2025 Offering, and up to an additional $10.65 million may be funded<br> upon full cash exercise of the warrants. No assurance can be given that any of the warrants<br> will be exercised. The Company expects to use the net proceeds from the 2025 Offering to<br> advance its independent power producer assets including BESS projects and a community solar<br> project in New York, along with for working capital and other general corporate purposes.
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●	March<br> 2025: On March 27, 2025 the Company announced its plans to develop a 7.2 MW DC ground-mount<br> solar power project known as the Hoadley Hill Rd project on a site located in upstate New<br> York. Assuming the Project’s requested interconnection approval is received, the Company<br> will continue to work to complete the permitting process and secure the necessary financing<br> for the construction of the project.
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●	April<br> 2025: On April 23, 2025 the Company announced its plans to develop a 4.584 MW DC ground-mount<br> solar power project known as the Forest Hill Rd project on a site located in upstate New<br> York. Assuming the Project’s requested interconnection approval is received, the Company<br> will continue to work to complete the permitting process and secure the necessary financing<br> for the construction of the project.
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●	May<br> 2025: On May 6, 2025 the Company announced the CIM Transaction.
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SelectedQuarterly Information

The following table shows selected financial information for the Company for the three and nine month periods ended March 31, 2025 and 2024 and should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements as at March 31, 2025 and audited consolidated financial statements as at June 30, 2024, and related notes.

The condensed interim consolidated financial statements of the Company have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) and are expressed in Canadian dollars.

For the three months<br> ended March 31		2025				2024

Revenue		$	9,003,443			$	24,074,947
Revenue – EPC			7,845,212				23,435,444
Revenue – Development			-				27,207
Revenue – IPP production			1,153,231				121,761
Revenue – O&M<br> and other services			5,000				490,535
Cost of goods sold			(9,063,478	)			(18,686,509	)
Net income		$	(7,171,728	)		$	3,499,241
Earning (loss) per share			(0.23	)			0.13
For the nine months ended<br> March 31		2025				2024
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Revenue		$	29,105,028			$	50,400,013
Revenue – EPC			20,320,243				47,477,484
Revenue – Development			2,171,457				2,106,625
Revenue – IPP production			6,575,712				259,279
Revenue – O&M<br> and other services			37,616				556,625
Cost of goods sold			(23,305,208	)			(40,130,961	)
Net income		$	(9,029,169	)		$	5,522,702
Earning (loss) per share			(0.29	)			0.20
		31-Mar-25				30-Jun-24
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Total assets		$	193,972,608			$	39,225,861
Total current liabilities			40,070,938				13,388,850
Total non-current liabilities		$	87,151,764			$	7,112,710

The following discussion addresses the operating results and financial condition of the Company for the three and nine months ended March 31, 2025 compared with the three and nine months ended March 31, 2024.

Resultof Operations

Threeand nine months ended March 31, 2025 compared with the three and nine months ended March 31, 2024

Trend

In fiscal 2025, the Company continues to focus on scaling its business model by growing its pipeline and advancing its EPC projects in the US and continued development activities for projects in both US and Canada. It is expected that the Company’s revenue will keep growing in fiscal 2025 as three projects (total of 21 MW DC) in the US progress to PTO this fiscal year. In addition, the Geddes Project (currently owned by the Company) and phase 1 of 261 Township (owned by a third party) are expected to finish construction and reach PTO in fiscal 2025.

The net income for the three months ended March 31, 2025 decreased by $10,670,969 compared to the net income for the three months ended March 31, 2024 with $7,171,728 net loss recognized during the third quarter of 2025 as compared to a net income of $3,499,241 for the third quarter of 2024.

The net income for the nine months ended March 31, 2025 decreased by $14,551,871 compared to the net income for the nine months ended March 31, 2024 with $9,029,169 net loss recognized during the period in 2025 as compared to a net income of $5,522,702 for the same period in fiscal 2024. See below for further details on the quarterly variations.

Keybusiness highlights and projects updates in FY2025

●	Existing projects
Name		Location		Size<br><br> <br>(MWdc/MWh)		Timeline		Milestone		Current<br> Status
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Geddes		New<br> York, USA		3.7		Q4<br> <br><br> FY2025		Reach<br> PTO (permission to operate)		Construction<br> started in September 2023. This is the largest US solar project to date to be owned by the Company
Settling<br> Basins - 1		New<br> York, USA		7		Q4<br> <br><br> FY2025		Reach<br> PTO (permission to operate)		EPC<br> project. Construction started in November 2023
Settling<br> Basins - 2		New<br> York, USA		7		Q4<br> <br><br> FY2025		Reach<br> PTO (permission to operate)		EPC<br> project. Construction started in November 2023
Settling<br> Basins - 3		New<br> York, USA		7		Q4<br> <br><br> FY2025		Reach<br> PTO (permission to operate)		EPC<br> project. Construction started in November 2023
Camillus		New<br> York, USA		3.1		Q1<br><br> <br>FY2026		Reach<br> PTO (permission to operate)		EPC<br> project. EPC agreement entered March 18, 2025. Mobilization is expected to start in Q4 2025.
261<br> Township (Phase1)		Alberta,<br> Canada		1.4		Q4<br><br> <br>FY2025		Reach<br> PTO (permission to operate)		It’s<br> the first phase of a total 4.2MW project. Engineering and procurement started in April 2024, and construction started in July 2024.
SFF06<br> (BESS)		Ontario,<br> Cananda		Discharge:<br> 4.74<br><br> Storage: 18.96		Q1<br><br> <br>FY2026		Reach<br> PTO (permission to operate) and secure financing for construction.		EPC<br> project. EPC agreement entered Oct. 3, 2023. Mobilization is expected to start in July 2025.

●	Projects under development

Name	Location	Size<br> (MWDC)	Timeline	Milestone	Expected<br> Cost	Cost<br> Incurred	Sources<br> of Funding	Current<br> Status
261<br> Township (Phase2)	Alberta,<br> Canada	4.2	Q3<br><br> <br>FY2025	NTP	800,000	205,773	Equity<br> financing, working capital	Phase<br> 1 construction started in July 2024. Interconnection for Phase 2 is being prepared to submit after the interconnection agreement<br> is executed for phase 1 with Fortis.
Hardie	New<br> York, USA	7	24-Feb	NTP	1,460,000	1,457,139	Equity<br> financing, working capital	The<br> project has been sold to Qcells in December 2024. Construction expected to start in Q4 FY2025.
6882<br> Rice Road	New<br> York, USA	6.4	24-Feb	NTP	3,500,000	3,860,659	Equity<br> financing, working capital	The<br> project has been sold to Qcells in December 2024. Construction expected to start in Q4 FY2025.
Gainesville	New<br> York, USA	7	25-Apr	NTP	2,700,000	720,128	Equity<br> financing, working capital	The<br> project has been sold to Qcells in December 2024. Construction expected to start in Q1 FY2026.
SUNY	New<br> York, USA	28	25-Dec	Completion<br> of interconnection studies, engineering and permitting, along with interconnection deposit, and procurement bid application fee	2,900,000	481,464	Equity<br> financing, working capital	The<br> interconnection application to New York Independent System Operator has been accepted into the new cluster study program. The project<br> will move on to the customer engagement window, which will list any project physical infeasibility screens and a scooping meeting<br> for the phase 1 study.
NS<br> Projects	Nova<br> Scotia, Canada	31	25-Dec	NTP	900,000	128,293	Equity<br> financing, working capital	The<br> Company is preparing the application packages for the Community Solar Program.
Oak<br> Orchard	New<br> York, USA	7	25-Jun	NTP	1,900,000	1,151	Equity<br> financing, working capital	The<br> project is under interconnection study.
Boyle	New<br> York, USA	5.4	25-Jun	NTP	3,900,000	23,792	Equity<br> financing, working capital	The<br> project has completed its interconnection approval and is now in the permitting stage.
Hwy<br> 28	New<br> York, USA	7	25-May	NTP	1,600,000	1,506,344	Equity<br> financing, working capital	The<br> project has been sold to Qcells in December 2024. Construction expected to start in Q1 FY2026.
Silver<br> Springs	New<br> York, USA	2.9	25-Dec	NTP	1,300,000	23,798	Equity<br> financing, working capital	The<br> project is under interconnection study.
Grandview	Pennsylvania,<br> USA	13.8	25-Dec	NTP	1,500,000	-	Equity<br> financing, working capital	The<br> project is under interconnection study.

All values are in US Dollars.

Stauffer	Pennsylvania,<br> USA	7	25-Dec	NTP	1,250,000	2,228	Equity<br> financing, working capital	The<br> Company has secured a lease over the project site and will continue to work to complete the next steps in permitting, interconnection<br> and securing the necessary financing for construction of the project.
North<br> Main	New<br> York, USA	7.2	25-Dec	NTP	1,250,000	22,714	Equity<br> financing, working capital	The<br> project is under interconnection study.
Skaneateles	New<br> York, USA	14.4	25-Jun	NTP	2,330,000	935,945	Equity<br> financing, working capital	The<br> project received interconnection approval and is in the final stage of the permitting process.
Viridi<br> Solar and BESS	New<br> York, USA	3.06<br> MW (Solar) 1.2 MWH (BESS)	25-Dec	NTP	1,500,000	-	Equity<br> financing, working capital	The<br> Company has secured a lease over the project site and will continue to work to complete the next steps in permitting, interconnection<br> and securing the necessary financing for construction of the project.
Jordan<br> Rd, Gainesville	New<br> York, USA	7.2	25-Dec	NTP	1,900,000	38,533	Equity<br> financing, working capital	The<br> project is under interconnection study.
Glen<br> Rd	New<br> York, USA	4.3	25-Dec	NTP	1,500,000	15,454	Equity<br> financing, working capital	The<br> project is under interconnection study.
Hoadley<br> Hill Rd	New<br> York, USA	7.2	25-Dec	NTP	1,900,000	15,454	Equity<br> financing, working capital	The<br> project is under interconnection study.
Forest<br> Hill Rd	New<br> York, USA	4.584	25-Dec	NTP	1,500,000	15,454	Equity<br> financing, working capital	The<br> project is under interconnection study.
Glor<br> Rd	New<br> York, USA	7.2	25-Dec	NTP	1,900,000	28,393	Equity<br> financing, working capital	The<br> project is under interconnection study.
903<br> (BESS)	Ontario,<br> Canada	Discharge:<br> 4.74<br><br> Storage: 18.96	Q1<br><br> <br>FY2026	NTP	12,001,382	5,644,032	Equity<br> financing, working capital	EPC<br> project. EPC agreement entered Oct. 3, 2023. Debt financing has been secured through RBC. Commencement of construction remains subject<br> to receipt of final permits. There is no certainty that final permits will be received.
OZ-1<br> (BESS)	Ontario,<br> Canada	Discharge:<br> 4.74<br><br> Storage: 18.96	Q1<br><br> <br>FY2026	NTP	12,001,382	5,695,326	Equity<br> financing, working capital	EPC<br> project. EPC agreement entered Oct. 3, 2023. Commencement of construction remains subject to receipt of financing and final permits.<br> There is no certainty that financing or final permits will be received.

During the current fiscal year certain projects that were previously disclosed were cancelled as follows:

●	The<br> site in Black Creek, NY representing 3.2 MW DC that was announced on May 6 2024. Development<br> was discontinued due to high interconnection costs, which impacted the project’s overall<br> financial viability.
●	Projects<br> in the Orleans County representing 30 MW that were announced on April 22, 2024. These projects<br> were cancelled due to the costs associated with the Coordinated Electric System Interconnection<br> Review (“CESIR”), which rendered these projects financially unsustainable.
●	Project<br> in Clay, New York, representing 7.00 MW DC that was announced on August 15, 2024. The project<br> was cancelled because it was determined to not be financially viable.

Revenue

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

	Three<br> Months Ended March 31							Nine<br> Months Ended March 31
	2025		2024		Change			2025		2024		Change
EPC services	$	7,845,212	$	23,435,444	$	(15,590,232	)	$	20,320,243	$	47,477,484	$	(27,157,241	)
Development fees		-		27,207		(27,207	)		2,171,457		2,106,625		64,832
IPP Production		1,153,231		121,761		1,031,470			6,575,712		259,279		6,316,433
O&M and other services		5,000		490,535		(485,535	)		37,616		556,625		(519,009	)
Total Revenue	$	9,003,443	$	24,074,947	$	(15,071,504	)	$	29,105,028	$	50,400,013	$	(21,294,985	)

The following table shows the significant changes in revenue from 2024:

	Three<br> months			Nine<br> months			Explanation
EPC services	$	(15,590,232	)	$	(27,157,241	)	EPC revenue is recognized based<br> on percentage of completion method. All the projects are at the late stage of construction. Decrease due to less construction activities<br> in 2025.
Development fees		(27,207	)		64,832		No significant changes
IPP production		1,031,470			6,316,433		The company acquired SFF in July 2024. The<br> increase of IPP revenue is due to revenue received from SFF 45 MW DC projects.
O&M and other services		(485,535	)		(519,009	)	The company acquired SFF facilities in July<br> FY2024, the O&M services were fully eliminated in FY2025.
Total	$	(15,071,504	)	$	(21,294,985	)

Expenses

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

Expenses	Three<br> Months Ended March 31									Nine<br> Months Ended March 31
	2025			2024			Change			2025			2024			Change
Cost of goods<br> sold	$	(9,063,478	)	$	(18,686,509	)	$	9,623,031		$	(23,305,208	)	$	(40,130,961	)	$	16,825,753
Operating expense:
Advertising and promotion		(520,218	)		(1,879,006	)		1,358,788			(1,107,229	)		(3,357,708	)		2,250,479
Consulting fees		(928,187	)		(320,117	)		(608,070	)		(2,776,516	)		(1,076,791	)		(1,699,725	)
Depreciation		(27,698	)		(47,370	)		19,672			(69,764	)		(118,668	)		48,904
Insurance		(301,585	)		(89,752	)		(211,833	)		(706,651	)		(217,010	)		(489,641	)
Listing fee		(115,597	)		(183,711	)		68,114			(128,341	)		(183,711	)		55,370
Office, rent and utilities		(350,215	)		(127,156	)		(223,059	)		(809,479	)		(337,544	)		(471,935	)
Professional fees		(3,383,675	)		(244,341	)		(3,139,334	)		(5,067,111	)		(871,698	)		(4,195,413	)
Repairs and maintenance		(20,043	)		(65,014	)		44,971			(98,674	)		(111,861	)		13,187
Salary and Wages		(362,302	)		(389,902	)		27,600			(1,270,684	)		(867,318	)		(403,366	)
Stock based compensation		(15,099	)		(108,408	)		93,309			(171,031	)		(758,507	)		587,476
Travel and events		(67,699	)		(53,019	)		(14,680	)		(409,387	)		(224,253	)		(185,134	)
Total operating expenses		(6,092,318	)		(3,507,796	)		(2,584,522	)		(12,614,867	)		(8,125,069	)		(4,489,798	)
Total Expenses	$	(15,155,796	)	$	(22,194,305	)	$	7,038,509		$	(35,920,075	)	$	(48,256,030	)	$	12,335,955

The following table shows the significant changes in expenses from 2024:

	Three<br> months			Nine<br> months			Management<br> Commentary
Cost of goods sold	$	9,623,031		$	16,825,753		Consistent with the decrease in<br> revenues.
Operating expense:
Advertising and promotion		1,358,788			2,250,479		Reduced marketing expense during the nine months<br> of FY2025 comparing to increase in spending in FY2024 preparing for Nasdaq listing.
Consulting fees		(608,070	)		(1,699,725	)	Consulting rates were increased and one additional<br> internal consultant hired as the Controller. In additional payments to Advisory Board members starting FY2025.
Depreciation		19,672			48,904		Decrease due to computers are fully amortized<br> during the nine months in FY2025.
Insurance		(211,833	)		(489,641	)	Insurance was higher due to increased activity<br> and higher director and officer insurance premiums following completion of the Nasdaq listing. Increase also affected by higher revenue<br> and new companies acquired.
Listing fees		68,114			55,370		Cboe costs.
Office, rent and utilities		(223,059	)		(471,935	)	Increase in rent and maintenance costs due<br> to acquisition of SFF.
Professional fees		(3,139,334	)		(4,195,413	)	Increase due to audit fees, consulting fees<br> relating to exploring investor markets, due diligence work on acquisitions (in particular the SFF acquisition), and filing fees.
Repairs and maintenance		44,971			13,187		Repair work on OFIT GM and OFIT RT facilities.
Salary and wages		27,600			(403,366	)	Increase in employee salaries at various rates<br> and payment of board remuneration for the nine months period.
Stock based compensation		93,309			587,476		Employee stock compensation all vested Nov<br> 2024.
Travel and events		(14,680	)		(185,134	)	Increase due to more travel and seminars activities<br> in FY2025 to grow the Company’s pipeline.
Total operating expenses		(2,584,522	)		(4,489,798	)
Total Expenses	$	7,038,509		$	12,335,955

OtherIncome (Expense)

For the three months ended March 31, 2025, the Company had other income of $315,003 compared to other income of $3,534,692 for the three months ended March 31, 2024. Other income for the three months ended March 31, 2025 consists mainly of insurance reimbursement of $221,980, foreign exchange gain of $1,239 and other income of $91,784. Other income for the three months ended March 31, 2024 consists mainly of bad debt recovery of $3,376,686, foreign exchange gain of $65,715 and other income of $92,271.

For the nine months ended March 31, 2025, the Company had other income of $395,991 compared to other income of $5,270,382 for the nine months ended March 31, 2024. Other income for the nine months ended March 31, 2025 consists mainly of foreign exchange gain of $5,846, insurance reimbursement of $221,980 and other income of $168,165. Other income for the nine months ended March 31, 2024 consists mainly of bad debt recovery of $4,839,438, gain from acquisition of non-controlling interest of $195,893, foreign exchange gain of $160,748 and other gain of $74,758.

NetIncome (Loss)

The net loss for the three months ended March 31, 2025 was $7,171,728 for loss per share of $0.23 based on 31,417,787 outstanding shares versus net income of $3,499,241 for income per share of $0.13 based on 27,136,075 outstanding shares for the comparative period.

The net loss for the nine months ended March 31, 2025 was $9,029,169 for loss per share of $0.29 based on 31,179,046 outstanding shares versus net income of $5,522,702 for earning per share of $0.20 based on 26,933,260 outstanding shares for the comparative period.

LegalMatters and Contingencies

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

(1)	In<br> June 2022, a group of residents filed an Article 78 lawsuit against the Town of Manlius,<br> New York, over solar panel project on town property. The lawsuit was filed challenging the<br> approval of the Manlius landfill. The Company, in cooperation with the town, is vigorously<br> defending this suit. Two proceedings were filed and both proceedings were dismissed, but<br> the Petitioners have appealed the first proceeding. The Petitioners still have time to appeal<br> the second dismissal, but an injunction against the on-going construction of the solar project<br> was denied in the second proceeding. Due to the Petitioners failure to succeed in any of<br> the proceedings to date, management has assessed that the cases do not represent a material<br> threat to the Company.
(2)	On<br> December 2, 2020, a Statement of Claim was filed by the Company’s subsidiary, 2467264<br> Ontario Inc, and SFF (collectively the “Plaintiffs”) against the Ontario Ministry<br> of Energy, Northern Development and Mines (“MOE”), the IESO, and John Doe (collectively<br> the “Defendants”). Plaintiffs seek damages from the Defendants in the amount<br> of $240 million in lost profits, $17.8 million in development costs, and $50 million in punitive<br> damages for misfeasance of public office, breach of contract, inducing the breach of contract,<br> breach of the duty of good faith and fair dealing, and conspiracy resulting in the wrongful<br> termination of 111 FIT Contracts. If the claim is successful, 2467264 Ontario Inc. will receive<br> its proportionate entitlement of any net legal award based on its economic entitlement of<br> 8.3% to the legal claim. This lawsuit was previously subject to a leave requirement under<br> s. 17 of the Crown Liability and Proceedings Act, 2019. However, a recent decision of the<br> Ontario Superior Court of Justice has deemed s. 17 of no force and effect (see Poorkid Investments<br> v. HMTQ 2022 ONSC 883). Accordingly, the lawsuit will continue to move forward through the<br> normal course. We expect statements of defence to be served following the determination of<br> some preliminary motions. No amounts are recognized in the interim consolidated financial<br> statements with respect to this claim.
---	---
(3)	On<br> January 29, 2021, a second Statement of Claim was filed by the Company’s subsidiary,<br> 2467264 Ontario Inc, and SFF (collectively the “Plaintiffs”) against the MOE,<br> the IESO, and Greg Rickford, as Minister of the MOE (collectively the “Defendants”).<br> The Plaintiffs seek damages from the Defendants in the amount of $260 million in lost profits,<br> $26.9 million in development costs, and $50 million in punitive damages for breach of contract<br> and breach of duty of good faith and fair dealing resulting in the wrongful termination of<br> 133 FIT contracts. 2467264 Ontario Inc. will receive its proportionate entitlement of any<br> net legal award based on its economic entitlement of 0.7% to the legal claim. This second<br> Statement of Claim is separate and in addition to the first Statement of Claim filed. This<br> lawsuit was previously subject to a leave requirement under s. 17 of the Crown Liability<br> and Proceedings Act, 2019. However, a recent decision of the Ontario Superior Court of Justice<br> has deemed s. 17 of no force and effect (see Poorkid Investments v. HMTQ 2022 ONSC 883).<br> Accordingly, the lawsuit will continue to move forward through the normal course. We expect<br> statements of defence to be served following the determination of some preliminary motions,<br> including a motion to consolidate the two actions into a single action. No amounts are recognized<br> in the interim consolidated financial statements with respect to this claim.
---	---
(4)	On<br> December 2, 2020, SFF filed a legal claim to seek damages in the amount of $15 million for<br> breach of contract against the IESO. Discovery and examinations for the legal claim occurred<br> in November 2021. This matter has been settled on April 23, 2024 for a payment of $1,000,000<br> paid from IESO to SFF.
---	---
(5)	On<br> June 16, 2022, approximately 165 modules were damaged by windstorm and will be replaced by<br> new ones. 4 inverters were damaged and will be replaced by new ones. SFF received a letter<br> from the 328 Passmore landlord’s counsel in August 2023 that the rooftop is 95% repaired,<br> but that they still owe $400,000 to the roofers. SFF cannot install the system until it receives<br> confirmation that the structural integrity is sufficient for the system. SFF had been planning<br> to move forward with examinations for discovery this fall but have delayed this due to recent<br> health concerns and commitments of its team members who will attend the examinations.
---	---
(6)	The<br> Landlord of a SFF solar power project in Ontario refused to give SFF the access to the site<br> for regular maintenance. SFF and the landlord attended a court hearing on June 5, 2023. The<br> landlord requested that the hearing be adjourned so that he would have more time to retain<br> counsel, and the judge issued a court order so that SFF could access the property on June<br> 9, 2023 for maintenance activities. Since then, respective counsel has been in correspondence<br> so that SFF could schedule semi-annual maintenance, the most recent of which occurred on<br> June 27, 2024.
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Summaryof Quarterly Results

Description	Q3			Q2			Q1			Q4
	31-Mar-25			31-Dec-24			30-Sep-24			30-Jun-24
Revenue	$	9,003,443		$	4,096,264		$	16,005,321		$	7,977,121
Income (Loss) for the period		(7,171,728	)		(2,098,533	)		241,092			(9,099,845	)
Earning (loss) per share - basic		(0.23	)		(0.07	)		(0.01	)		(0.34	)
Earning (loss) per share - diluted	$	(0.23	)	$	(0.07	)	$	(0.01	)	$	(0.34	)

Description	Q3		Q2			Q1		Q4
	31-Mar-24		31-Dec-23			30-Sep-23		30-Jun-23
Revenue	$	24,074,947	$	18,643,805		$	7,681,261	$	9,245,267
Income<br> (Loss) for the period		3,499,241		(15,507	)		2,038,968		(1,076,836	)
Earning<br> (loss) per share - basic		0.13		-			0.08		0.06
Earning<br> (loss) per share - diluted	$	0.09	$	-		$	0.05	$	0.06

Historical quarterly results of operations and income per share data do not necessarily reflect any recurring expenditure patterns or predictable trends except for the fact that seasonally the Company’s third quarter typically has the smallest amount of revenue due to winter conditions that are less favorable for construction and lead to reduce solar power generation; however, this can fluctuate based on project locations and development timelines. The Company’s revenues fluctuate from quarter to quarter based on the timing of recognition of revenue which is dependent on the stage of the various solar power projects under development. The revenues for the quarter ended March 31, 2025 was lower due to reduced revenue from EPC services as projects were substantially completed and new projects that have been sold did not yet achieve revenue recognition. The closing of the transaction with Qcells concluded during the quarter will provide revenue from EPC services that will be recognized over the next several quarters. Refer to “Results of Operations” for additional discussion.

Liquidityand Capital Resources

The following table summarizes the Company’s liquidity position:


As at
Cash	23,929,445	5,270,405
Working capital^(1)^	5,206,074	4,240,999
Total assets	193,972,608	39,225,861
Total liabilities	127,222,702	20,501,560
Shareholders’<br> equity	66,749,906	18,724,301

All values are in US Dollars.

(1)	Working<br> capital is a non-IFRS financial measure with no standardized meaning under IFRS, and therefore<br> it may not be comparable to similar measures presented by other issuers. For further information<br> and detailed reconciliations of non-IFRS financial measures to the most directly comparable<br> IFRS measures see “Non-IFRS Financial Measures”.

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.

As it relates to revenues, the main components are revenue from IPP operations, revenue from EPC operations and revenue from development fees for projects that are sold. The Company is able to predict its revenue from IPP operations based on past performance of its existing asset base. The transactions with Qcells, Solar Advocate and current project pipeline allow the Company to reasonably predict its revenue from EPC operation and development fees.

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 $820,000 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, the Company has filed a final short form base shelf prospectus (the “Shelf Prospectus”) with the securities regulatory authorities in each of the provinces of Canada 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 will enable the Company to make offerings of up to $200 million of common shares, warrants, subscription receipts, units and share purchase contracts or a combination thereof of the Company from time to time, separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of the offering and as set out in an accompanying prospectus supplement, during the 25-month period that the Shelf Prospectus remains valid.

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

As disclosed above under “Development of the Business – Recent Developments” section, on March 24, 2025 the Company closed the 2025 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 2025 Offering. The use of proceeds is shown below.

Use of Proceeds
Completion of construction payments<br> for BESS projects located in Ontario, Canada	1,944,949	-	1,944,949
Completion of interconnection deposit, and<br> advancement of engineering, permitting, procurement and hiring subcontractors, for 4152 Jordan Rd project located in New York, USA.	3,508,065	-	3,508,065
Contractor Cost	501,986	-	501,986
IR and marketing	1,000,000	420,000	580,000
Insurance (D&O and Operational Property<br> Policy Renewal)	700,000	-	700,000
Expenses of the Offering	845,000	845,000	-
Total	8,500,000	1,265,000	7,235,000

All values are in US Dollars.

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

As it relates to debt financing, as disclosed above, the Company has secured a $25.8 million 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 during the current fiscal year. The Company has also secured from Seminole Financial Services, LLC an initial US$2,600,000 construction to mini-perm loan for the Geddes Project and it has assumed it will be able to draw down on this loan during the current fiscal year. 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.

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

The chart below highlights the Company’s cash flows:


For nine<br> months ended
Net cash provided by (used in)
Operating activities	(2,088,001	)	10,919,336
Investing activities	(333,706	)	(5,078,827	)
Financing activities	21,218,282		(310,121	)
Increase (decrease)<br> in cash, cash equivalents, and restricted cash	18,796,575		5,341,685

All values are in US Dollars.

Cashflow from operating activities

The Company spent $2,088,001 in operating activities during the nine months ended March 31, 2025, while the Company generated $10,919,336 in cash from operating activities during the same period ended March 31, 2024. The Company spent $2,377,526 from the operational activities, generated $2,596,853 for the change of working capital and $2,307,328 income tax paid during the nine months ended March 31, 2025, while the Company generated $6,084,225 from the operational activities and spent $1,430,831 for the change of working capital during the nine months ended March 31, 2024.

Cashflow from financing activities

The Company generated $21,218,282 from financing activities during the nine months ended March 31, 2025, while the Company spent $310,121 during the same period ended March 31, 2024. The cash generated in financing activities for the nine months ended March 31, 2025 was driven by reception of long-term loan of $10,402,322 and short-term loans of $3,000,000, proceeds from issuance of shelf prospectus shares of $6,615,200, proceeds received from broker warrants exercised of $131,250, proceeds received from stock options exercise of $61,875, proceeds from issuance of warrants of $4,574,321 and proceeds received from issuance of common shares of $3,323,984. This was offset by repayment of lease obligation of $715,169, long-term loan principal payment of $3,315,817, deferred financing costs payment of $747,222 and long-term loans interest payment of $2,112,462. The cash usage in financing activities for the nine months ended March 31, 2024 was driven by repayment of long-term debt of $271,001 and payment of lease obligation of $102,029. This was offset by cash generation from issuance of common shares for net proceeds of $21,659 and proceeds from broker warrants exercised of $41,250.

Cashflow from investing activities

The Company spent $333,706 in investing activities during the nine months ended March 31, 2025, while the Company spent $5,078,827 from investing activities during the same period ended March 31, 2024, these are the net cash spent in investing activities that cash outflows offset the inflows. The cash generated for the nine months ended March 31, 2025 consists of investment from SFF of $9,886,769, acquisition of property, plant and equipment of $2,846,719, GIC redemption of $2,170,000. Offset by cash used in development asset of $12,959,628, GIC purchase of $1,376,197, related parties of $776,369 and acquisition of subsidiaries of $125,000. The cash used for the nine months ended March 31, 2024 includes acquisition of property, plant and equipment of $42,908, acquisition of development asset of $6,316,741, purchase of partnership units of $2,465,000, and purchase of non-controlling interest of $95,333, offset by net cash of $11,155 received from acquisition and redemption of GIC of $3,830,000.

ContractualObligations

Below is a tabular disclosure of the Company’s contractual obligations as at March 31, 2025:

	Total		Less<br> than one year		1<br> to 3 years		3<br> to 5 years		More<br> than 5 years
Long-Term Debt<br> 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<br> 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

CapitalTransactions

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

i.	On<br> July 8, 2024, the Company closed the acquisition of SFF with payment of 3,575,632 SolarBank<br> common shares.
ii.	On<br> September 24, 2024, 55,000 broker warrants were exercised to purchase common shares at $0.75<br> per share.
iii.	On<br> October 7, 2024, 41,707 Common Shares issued to former SFF directors after closing of acquisition.
iv.	On<br> October 11, 2024, 120,000 employee stock options exercised resulting in issuance of 110,448<br> Common Shares.
v.	On<br> December 19, 2024, 7,500 RSUs were exercised to convert to 7,500 common shares.
vi.	On<br> January 16, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.
vii.	On<br> February 3, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75<br> per share.
viii.	On<br> February 10, 2025, 60,000 broker warrants were exercised to purchase common shares at $0.75<br> per share.
ix.	On<br> February 18, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.
x.	On<br> February 19, 2025, 386,500 employee stock options exercised resulting in issuance of 346,767<br> Common Shares after reductions for a cashless exercise component.
xi.	On<br> February 19, 2025, 1,913 RSUs were exercised to convert to 1,913 common shares.
xii.	On<br> March 3, 2025, 7,500 RSUs were exercised to convert to 7,500 common shares.
xiii.	On<br> March 26, 2025, 50,000 RSUs were exercised to convert to 50,000 common shares.
xiv.	On<br> March 24, 2025 the Company sold a total of 2,394,367 units in a registered direct offering<br> at a price of US$3.55 ($5.08) for gross proceeds of US$8,500,002.85 ($12,170,304.08). Each<br> unit was comprised of one common share and one common share purchase warrant. The warrants<br> are exercisable immediately, and an exercise price of US$4,45 per common share and will expire<br> on March 24, 2030.
xv.	During<br> January to March 2025, the Company sold a total of 1,220,567 Common Shares through at-the-market<br> offerings at an average price of $2.47 (US$1.72) per share for gross proceed of $3,009,366.

CapitalStructure

The Corporation is authorized to issue an unlimited number of common shares. The table below sets out the Company’s outstanding common share and convertible securities as of March 31, 2025 and as of the date of this MD&A:

Security Description
Common shares		34,908,115	35,299,583
Warrants		10,212,085	10,152,085
Stock options		2,252,500	2,252,500
Restricted share units		300,000	270,000
Contingent value rights^(1)^		2,283,929	2,283,929
(1)	See<br> description of the Contingent Value Rights under the heading “Overview – Development<br> of the Business – Acquisitions”.
---	---

The following table reflects the details of warrants issued and outstanding as of the date of this MD&A:

Date<br> granted		Exercise<br> price (CAD)		Outstanding<br> warrants
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<br> (US 4.45)	2,394,367
24-Mar-2025	24-Mar-2030	$	6.61<br> (US 4.615)	119,718
					10,212,085
Weighted<br> average exercise price				$	1.85

All values are in US Dollars.

The following table reflects the details of options issued and outstanding as of the date of this MD&A:

Date<br> granted		Expiry				Exercise<br> price (CAD)				Outstanding<br> options
04-Nov-2022			04-Nov-2027			$	0.75				2,252,500

The following table reflects the details of RSUs issued and outstanding as of the date of this MD&A:

Date<br> granted	Vesting<br> Date
4-Nov-2022	02-Aug-2023	250,000
02-Apr-2025	25% vest on May 1, Jun.<br> 1, Jul. 1 and Aug. 1, 2025	20,000
		270,000

CapitalManagement

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<br> 31, 2025				June<br> 30, 2024
Long-term<br> debt -non-current portion		$	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. See “Liquidity and Capital Resources” above for a discussion regarding the Company’s working capital position.

No changes have occurred to capital management from the prior year.

Off-BalanceSheet Arrangements

The Company is not a party to any off-balance sheet arrangements or transactions.

TransactionsBetween Related Parties

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.

As at March 31, 2025, included in Due to related parties balance was $869,555 relating to amount due to Berkley Renewables Inc. which has a director that is also a director for the Company.

Transactions with related parties, are described above, were for services rendered to the Company in the normal course of operations, and were measured based on the consideration established and agreed to by the related parties. Related party transactions are made without stated terms of repayment or interest. The balances with related parties are unsecured and due on demand.

Keymanagement 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 consist 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<br> Months Ended March 31,
		2025				2024
Short-term employee benefits		$	544,580			$	409,599
Share-based compensation		$	(44,708	)		$	59,473
		Nine<br> 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.

CriticalAccounting Estimates and Policies

The preparation of the consolidated financial statements in accordance with IFRS as issued by IASB requires management to make estimates and assumptions that affect the amounts reported on the consolidated interim financial statements. These critical accounting estimates represent management’s estimates that are uncertain and any changes in these estimates could materially impact the Company’s consolidated financial statements. Management continuously reviews its estimates and assumptions using the most current information available. The Company’s critical accounting policies and estimates are described in Note 3 of the audited consolidated financial statements for the year ended June 30, 2024.

Changesin Accounting Policies

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

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 provided. Refer to note 24 to the accompanying financial statements for more details.

FinancialInstruments and Other Instruments (Management of Financial Risks)

Fairvalue

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<br> 1: Quoted prices in active markets for identical assets or liabilities.
●	Level<br> 2: Inputs other than quoted prices that are observable for the asset or liability.
---	---
●	Level<br> 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. 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.

Creditrisk

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

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

Concentrationrisk and economic dependence

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

Nine<br> months ended March 31, 2025		Revenue				%<br> of Total Revenue
Customer<br> A		$	12,589,608				43	%
Nine<br> months ended March 31, 2024		Revenue				%<br> of Total Revenue
---	---	---	---	---	---	---	---	---
Customer B		$	5,343,090				11	%
Customer E		$	34,518,159				68	%
Customer F		$	6,550,519				13	%
Three<br> months ended March 31, 2025		Revenue				%<br> of Total Revenue
---	---	---	---	---	---	---	---	---
Customer A		$	3,336,026				37	%
Customer I		$	4,374,325				48	%
Three<br> months ended March 31, 2024		Revenue				%<br> of Total Revenue
---	---	---	---	---	---	---	---	---
Customer<br> E		$	22,858,350				95	%
March<br> 31, 2025		Account<br> Receivable				%<br> of Account Receivable
---	---	---	---	---	---	---	---	---
Customer<br> J		$	3,281,612				33	%
June<br> 30, 2024		Account<br> Receivable				%<br> of Account Receivable
---	---	---	---	---	---	---	---	---
Customer<br> F		$	531,456				48	%

Liquidityrisk

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.

Interestrate risk

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

The Company held the Geddes loan which is subject to interest rate risk due to variable rate. A change of 100 basis points in interest rates would have increased or decreased interest amount (added to the loan principal balance) of $14,227 (US$9,896).

Non-IFRSFinancial Measures

The Company has disclosed certain non-IFRS financial measures and ratios in this MD&A, as discussed below. These non-IFRS financial measures and non-IFRS ratios are widely reported in the renewable energy industry as benchmarks for performance and are used by management to monitor and evaluate the Company’s operating performance and ability to generate cash. The Company believes that, in addition to financial measures and ratios prepared in accordance with IFRS, certain investors use these non-IFRS financial measures and ratios to evaluate the Company’s performance. However, the measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures disclosed by other companies. Accordingly, non-IFRS financial measures and non-IFRS ratios should not be considered in isolation or as a substitute for measures and ratios of the Company’s performance prepared in accordance with IFRS.

Non-IFRS financial measures are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-122”) as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ration, fraction, percentage or similar representation.

A non-IFRS ratio is defined by NI 52-112 as a financial measure disclosed that (a) is in the form of a ratio, fraction, percentage, or similar representation, (b) has a non-IFRS financial measure as one or more of its components, and (c) is not disclosed in the financial statements.

WorkingCapital

Working capital is a non-IFRS measure that is a common measure of liquidity but does not have any standardized meaning. The most directly comparable measure prepared in accordance with IFRS is current assets net of current liabilities. Working capital is calculated by deducting current liabilities from current assets. Working capital should not be considered in isolation or as a substitute from measures prepared in accordance with IFRS. The measure is intended to assist readers in evaluating the Company’s liquidity.

As at	31-Mar-25		30-Jun-24
Current assets	$	45,277,012	$	17,629,849
Current liabilities		40,070,938		13,388,850
Working capital	$	5,206,074	$	4,240,999

Adjusted EBITDA

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

●	Income<br> tax expense;
●	Finance<br> costs;
---	---
●	Amortization<br> and depletion;
---	---
●	Fair<br> value gain/loss;
---	---
●	Unrealized<br> foreign exchange gain/loss;
---	---
●	Non-recurrent<br> gain/loss
---	---

Adjusted EBITDA is intended to provide additional information to investors and analysts. It does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of operating performance prepared in accordance with IFRS. Adjusted EBITDA excludes the impact of non-cash costs of financing activities, income taxes, depreciation of property, plant and equipment, amortization of intangible asset, fair value gain on derivative contracts, unrealized foreign exchange, and other non-recurring activities. Other companies may calculate Adjusted EBITDA differently.

	Three<br> months ended March 31,						Nine<br> months ended March 31,
	2025			2024			2025			2024
Net income (loss) per financial<br> statements	$	(7,171,728	)	$	3,499,241		$	(9,029,169	)	$	5,522,702
Add (Deduct):
Depreciation expense		27,698			24,900			69,764			54,225
Depreciation included<br> in COGS		1,492,455			22,470			4,500,738			64,443
Interest (income)/expense,<br> net		806,804			24,654			2,086,162			16,211
Income tax and Deferred<br> income tax expense		96,450			766,648			737,515			750,661
Fair value change (gain)/loss		431,124			-			(213,564	)		-
Other (income)/expense		(315,003	)		(3,534,692	)		(395,991	)		(5,270,382	)
Other<br> non-recurring expenses		2,221,157			-			2,221,157			-
Impairment<br> loss		-			1,124,791			-			1,124,791
Adjusted EBITDA	$	(2,411,043	)	$	1,928,012		$	(23,388	)	$	2,262,651

DisclosureControls and Internal Controls Over Financial Reporting

DisclosureControls and Procedures

Management, including the Chief Executive Officer and the Chief Financial Officer, are responsible for the design of the Company’s disclosure controls and procedures in order to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation.

The Chief Executive Officer and Chief Financial Officer have certified that they have designed disclosure controls and procedures (or caused them to be designed under their supervision) and they are operating effectively to provide reasonable assurance that material information relating to the Company and its consolidated subsidiaries is made known to them by others within those entities as of March 31, 2025.

InternalControl Over Financial Reporting

The Company maintains a system of internal controls over financial reporting, as defined by National Instrument 52- 109 - Certification of Disclosure in Issuers’ Annual and Interim Filings in order to provide reasonable assurance that assets are safe-guarded and financial information is accurate and reliable and in accordance with IFRS. During the period ended March 31, 2025, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitationof Controls and Procedures

Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

RiskFactors

Readers are cautioned that the risk factors discussed above in this MD&A are not exhaustive. Readers should also carefully consider the matters discussed under the heading, “Forward Looking Information”, in this MD&A and under the heading, “Risk Factors”, in the Company’s Annual Information Form for the year ended June 30, 2024 and filed on SEDAR+ at www.sedarplus.ca.

Forward-LookingStatements

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

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward looking statements included in this MD&A, the Company has made various material assumptions, including but not limited to: obtaining the necessary regulatory approvals; that regulatory requirements will be maintained; general business and economic conditions; the Company’s ability to successfully execute its plans and intentions; the ability to secure a contract with a data center partner; the availability of financing on reasonable terms; the Company’s ability to attract and retain skilled staff; market competition; the products and services offered by the Company’s competitors; that the Company’s current good relationships with its service providers and other third parties will be maintained; and government subsidies and funding for renewable energy will continue as currently contemplated. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, investors should not place undue reliance on these forward-looking statements.

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

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

Approval

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

Exhibit99.2

SOLARBANKCORPORATION

Condensed Interim Consolidated Financial Statements

(Expressed in Canadian Dollars)

(Unaudited)

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

SOLARBANK CORPORATION

CondensedInterim Consolidated Statements of Financial Position

(Expressedin 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’<br> 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<br> 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<br> liabilities	13		645,487			148,787
Current portion of tax<br> 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’<br> equity:
Share capital	20		52,494,640			9,025,698
Contributed surplus			1,444,366			4,059,175
Accumulated other comprehensive<br> income			608,345			99,681
Retained earnings			(2,761,888	)		3,178,814
Equity attributable to<br> 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’<br> equity		$	193,972,608		$	39,225,861

| 2 |

| --- |

SOLARBANKCORPORATION

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

“Richard Lu”		“Sam Sun”
Richard<br> Lu, CEO, and Director		Sam<br> Sun, CFO

See accompanying notes to these condensed interim consolidated financial statements.

| 3 |

| --- |

SOLARBANKCORPORATION

CondensedInterim Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income

(Expressedin Canadian dollars)

(Unaudited)

	Notes	Three<br> months ended <br>March 31						Nine<br> months ended <br>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<br> 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<br> 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<br> (loss)	16(2)		(431,124	)		-			213,564			-
Other income			315,003			3,534,692			395,991			5,270,382
Impairment<br> 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)<br> income			(171,131	)		176,538			508,664			74,750
Net (loss) income and<br> 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<br> 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)<br> income attributable to:
Common shareholders			(6,150,647	)		3,690,227			(5,540,468	)		5,662,930
Non-controlling<br> interests	21		(1,192,212	)		(14,448	)		(2,980,037	)		(65,478	)
Total (loss) income and<br> 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.

| 4 |

| --- |

SOLARBANKCORPORATION

CondensedInterim Consolidated Statements of Changes in Shareholders’ Equity

(Expressedin Canadian Dollars)

(Unaudited)

	Note		Share<br><br> <br>Capital		Contributed<br><br> Surplus			Retained<br><br> Earnings			Accumulated<br><br> <br>OCI			Total<br><br> <br>Shareholders’<br> Equity			Non-<br><br> <br>Controlling<br> Interests			Total<br><br> <br>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<br> (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,<br> 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<br> acquisition		-		-		-			7,090			-			7,090			(298,316	)		(291,226	)
Balance at March 31,<br> 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.

| 5 |

| --- |

SOLARBANKCORPORATION

CondensedInterim Consolidated Statements of Cash Flows

(Expressedin Canadian Dollars)

(Unaudited)

	Note	Nine<br> 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<br> NCI			-			(195,893	)
AR recovery through shares<br> settlement			-			(3,089,299	)
Gain (loss) on fixed asset<br> disposal			7,898			-
Share-based<br> 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<br> expense			2,151,959			-
Cash generated from operating<br> activities			219,327			10,919,336
Income<br> tax paid			(2,307,328	)		-
Net<br> cash generated from operating activities			(2,088,001	)		10,919,336
Investing activities:
Acquisition of property,<br> 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<br> asset	10		(12,959,628	)		(6,316,741	)
Investment in partnership<br> units			-			(2,465,000	)
Acquisition of subsidiaries			(125,000	)		-
Increase<br> in due to related parties			(776,369	)		-
Cash<br> generated from (used in) investing activities		$	(333,706	)	$	(5,078,827	)
Financing activities:
Proceeds from issuance<br> of common shares, net transaction costs			3,323,984			21,659
Net proceeds from stock<br> option exercised			61,875			-
Proceeds from issuance<br> of shelf prospectus shares			6,615,200			41,250
Proceeds from broker warrants<br> exercised			131,250			-
Proceeds from issuance<br> of warrants			4,574,321			-
Repayment of lease obligation			(715,169	)		(102,029	)
Cash received from short-term<br> loans			3,000,000			-
Cash received from long-term<br> loans			10,402,322			-
Repayment from long-term<br> debts – principal			(3,315,817	)		(271,001	)
Repayment of deferred financing<br> costs			(747,222	)		-
Repayment<br> from long-term debts – interest			(2,112,462	)		-
Cash<br> 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<br> rates on cash			(137,535	)		(188,703	)
Cash,<br> beginning			5,270,405			749,427
Cash, ending		$	23,929,445		$	6,091,112

| 6 |

| --- |

SOLARBANKCORPORATION

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<br> 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<br> 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<br> of consolidation:
(i)	Subsidiaries
---	---

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

| 7 |

| --- |

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)
c.	Basis<br> 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<br> 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<br> 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	%

| 8 |

| --- |

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<br> 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)<br> 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	%			-

| 9 |

| --- |

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<br> 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<br> 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.

| 10 |

| --- |

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<br> 31, 2025				June<br> 30, 2024
---	---	---	---	---	---	---	---	---

Accounts receivable		$	6,571,366			$	966,150
Other receivables			131,701				323,293
GST/HST receivable			1,899,598				-
Credit<br> loss allowance ^(1)^			(140,240	)			(174,226	)
		$	8,462,425			$	1,115,217
(1)	The<br> Company’s changes in credit loss allowance for the nine months ended March 31, 2025<br> and year ended June 30, 2024 are as follows:
---	---
		March<br> 31, 2025				June<br> 30, 2024
---	---	---	---	---	---	---	---	---

Credit loss allowance, beginning<br> 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<br> loss			-				1,647,400
Credit loss allowance,<br> end of the period		$	(140,240	)		$	(174,226	)
6.	Prepaid expenses and deposits
---	---
		March<br> 31, 2025				June<br> 30, 2024
---	---	---	---	---	---	---	---	---

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

| 11 |

| --- |

SOLARBANKCORPORATION

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<br> equipment				Furniture<br> and<br><br> <br>equipment				Vehicle				IPP<br><br> <br>facilities<br> ^(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<br> equipment				Furniture<br> and<br><br> <br>equipment				Vehicle				IPP<br><br> <br>facilities<br> ^(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<br> asset			-				-				-				(474,547	)			(474,547	)
Foreign<br> 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<br> 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<br> of IPP facilities for the nine months ended March 31, 2025 relate to business acquisitions<br> of Solar Flow-Through Funds Ltd. (Note 18). The IPP facilities held by OFIT GM and OFIT RT<br> totaling $3,100,000 are part of collateral for long-term loan guarantee (Note 16 (2)).
(2)	Addition<br> of royalty contract asset for the nine months ended March 31, 2025 relate to business acquisitions<br> of Solar Flow-Through Funds Ltd.
(3)	Total<br> depreciation expense of $740,780 and $2,254,350 for IPP facilities are recorded in cost of<br> goods sold for the three and nine months ended March 31, 2025 (2024- $9,547 and $40,299).<br> The remaining $935 and $5,918 depreciation expense for the three and nine months ended March<br> 31, 2025 is recorded as operating expenses (2024- $2,933 and $5,924).

| 12 |

| --- |

SOLARBANKCORPORATION

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

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

		March<br> 31, 2025				June<br> 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<br> revenue recognition			(4,949,392	)			(338,118	)
Minus: costs expensed due<br> 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<br> provision for the nine months ended March 31, 2025 and year ending June 30, 2024:
---	---
		March<br> 31, 2025				June<br> 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	)

| 13 |

| --- |

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<br> facilities				Battery<br> energy<br><br> <br>storage<br> systems ^(1)^				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<br> of Battery energy storage systems for the nine months ended March 31, 2025 relate to business<br> acquisition of Solar Flow-Through Funds Ltd. (Note 18).
---	---
(2)	Addition<br> of EV charge point systems for the nine months ended March 31, 2025 relate to business acquisition<br> of Solar Flow-Through Funds Ltd. (Note 18).
11.	Trade and other payables
---	---
		March<br> 31, 2025				June<br> 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<br> payable ^(1)^			1,423,179				1,569,828
		$	20,761,894			$	4,690,261
(1)	Balance<br> includes $1,081,897 NYSERDA (New York State Energy Research and Development Authority) grants<br> (June 30, 2024 - $1,097,452) to be paid to various customers for related projects sold in<br> prior years.
---	---

| 14 |

| --- |

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<br> 31, 2025			June<br> 30, 2024
Beginning of the period		$	4,600,491		$	1,150,612
Additional unearned revenue recognized during<br> the period			9,514,647			(16,281	)
Net (decrease)/increase in revenue recognized<br> 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%.

| 15 |

| --- |

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

| 16 |

| --- |

SOLARBANKCORPORATION

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<br> 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<br> 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

| 17 |

| --- |

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

GeddesConstruction 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.

Lineof 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.

SolarHigh 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<br> contracts				BESS<br> 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

| 18 |

| --- |

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

| 19 |

| --- |

SOLARBANKCORPORATION

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<br> 31, 2025				June<br> 30, 2024
---	---	---	---	---	---	---	---	---
Highly Affected<br> Sectors Credit Availability Program ^(1)^		$	675,926			$	759,259
Long-term loans ^(2)^			53,042,265				4,068,139
Credit<br> 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<br> 2021, the Company received a Highly Affected Sectors Credit Availability Program (“HASCAP”)<br> loan for a total of $1,000,000 at 4% annual from Bank of Montreal. The loan has a ten-year<br> amortization period with interest payment only for the first year. Principal payments commenced<br> in May 2022. During the three and nine months ended March 31, 2025, the interest recorded<br> and paid was $6,846 and $21,639 (2024 - $8,005 and $25,081).
---	---	---

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

OFITGM 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.

SFFLoans

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.

| 20 |

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SOLARBANKCORPORATION

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).

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SOLARBANKCORPORATION

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

SolarFlow-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.

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SOLARBANKCORPORATION

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<br> 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<br> ^(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<br> value of SFF shares owned prior to the acquisition ^(4)^			6,783,484
Total<br> fair value of consideration		$	42,710,670
(1)	Consideration<br> paid in the Company’s common shares was valued at $8.01 per share, which is the closing<br> market value as at July 8, 2024.
---	---
(2)	The<br> goodwill is attributable to the synergies expected to be achieved from integrating the Company<br> into SFF IPP operations.
(3)	Additional<br> shares for CVRs are to be issued to former SFF shareholders, now the Company’s shareholders,<br> upon determination of final value. This balance is accrued under other long-term liabilities<br> as at March 31, 2025.
(4)	Gain<br> of $1,631,461 from increase in fair value of SFF shares owned by the Company prior to acquisition<br> is recognized under Fair value change gain for the nine months ended March 31, 2025.
(5)	Intangible<br> assets consists of FIT and BESS contracts. These are amortized on a straight-line basis over<br> their estimated useful lives that are the remaining terms of the underlying contracts.

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SOLARBANKCORPORATION

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:

●	Level<br> 1: Quoted prices in active markets for identical assets or liabilities.
●	Level<br> 2: Inputs other than quoted prices that are observable for the asset or liability.
●	Level<br> 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.

(b)	Financial<br> risk management:
(i)	Credit<br> risk and economic dependence:
---	---

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

(ii)	Currency<br> 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.

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SOLARBANKCORPORATION

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<br> risk and economic dependence:
---	---

Nine months ended
March<br> 31, 2025		Revenue				%<br> of Total Revenue
Customer<br> A		$	12,589,608				43	%
Nine months ended
---	---	---	---	---	---	---	---	---
March<br> 31, 2024		Revenue				%<br> of Total Revenue
Customer<br> B		$	5,343,090				11	%
Customer E		$	34,518,159				68	%
Customer<br> F		$	6,550,519				13	%
Three months ended
---	---	---	---	---	---	---	---	---
March<br> 31, 2025		Revenue				%<br> of Total Revenue
Customer<br> A		$	3,336,026				37	%
Customer<br> I		$	4,374,325				48	%
Three months ended
---	---	---	---	---	---	---	---	---
March<br> 31, 2024		Revenue				%<br> of Total Revenue
Customer<br> E		$	22,858,350				95	%
March<br> 31, 2025		Account<br> Receivable				%<br> of Account Receivable
---	---	---	---	---	---	---	---	---
Customer<br> J		$	3,281,612				33	%
June<br> 30, 2024		Account<br> Receivable				%<br> of Account Receivable
---	---	---	---	---	---	---	---	---
Customer<br> F		$	531,456				48	%

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SOLARBANKCORPORATION

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<br> risk:
---	---

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

		Total		Less than<br><br> <br>one year		1 to 3<br><br> <br>years		3 to 5<br><br> <br>years		More than<br><br> <br>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<br> rate risk:
---	---

The Company held the Geddes loan which is subject to interest rate risk due to variable rate charged (Note 14). A change of 100 basis points in interest rates would have increased or decreased 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<br> 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	xv.	During<br> January to March 2025, the Company sold a total of 1,220,567 Common Shares through at-the-market<br> 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<br> September 20, 2023, 55,000 broker warrants were exercised to purchase common shares at $0.75<br> per share.

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

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

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SOLARBANKCORPORATION

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<br> 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<br> price (CAD)				Balance<br> 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<br> life									3.22<br> 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<br> 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<br> granted		Expiry		Exercise<br> price (CAD)				Outstanding<br> number of options at March 31, 2025				Exercisable<br> number of options at March 31, 2025
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
04-Nov-2022		04-Nov-2027		$	0.75				2,252,500				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)

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SOLARBANKCORPORATION

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<br> 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<br> Date		Numbers<br> 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)

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SOLARBANKCORPORATION

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<br> assets		Non-current<br> assets		Current<br> liabilities			Non-current<br> liabilities			Net<br> assets (liabilities)			Carrying<br> 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

| 30 |

| --- |

SOLARBANKCORPORATION

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<br> months ended<br><br> <br>March<br> 31, 2025								Nine<br> months ended<br><br> <br>March<br> 31, 2025
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Net<br> (loss) income and comprehensive (loss) income				Allocated<br> to NCI				Net<br> (loss) income and comprehensive (loss) income				Allocated<br> 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<br> 2016 ^(1)^			(140,324	)			(70,302	)			(376,023	)			(188,430	)
Sunshine Solar Ontario 2016<br> 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<br> 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<br> 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<br> acquired through SFF acquisition. Net income (loss) considered above is for the acquired<br> period of July 8 to March 31, 2025.
---	---
		Three<br> months ended<br><br> <br>March<br> 31, 2024								Nine<br> months ended<br><br> <br>March<br> 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Net<br> (loss) income and comprehensive (loss) income				Allocated<br> to NCI				Net<br> (loss) income and comprehensive (loss) income				Allocated<br> 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	)

| 31 |

| --- |

SOLARBANKCORPORATION

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.

Keymanagement 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<br> Months Ended March 31,
		2025				2024
Short-term employee benefits		$	544,580			$	409,599
Share-based compensation		$	(44,708	)		$	59,473
		Nine<br> 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.

| 32 |

| --- |

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

		March<br> 31, 2025				June<br> 30, 2024
Long-term debt -non-current portion<br> (Note 16)		$	58,560,574			$	4,379,169
Shareholders’<br> 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<br> 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.

| 33 |

| --- |

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<br> months ended March 31, 2025
		Development<br> & EPC				IPP<br> Production^(1)^				Corporate<br> and other activities				Intersegment<br> Elimination				Total
Revenues
Revenue from<br> external customers		$	7,845,212			$	1,153,231			$	5,000			$	-			$	9,003,443
Intersegment<br> 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<br> income tax recovery																			538,937
Net loss																		$	(7,171,728	)
		Three<br> months ended March 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Development<br> & EPC				IPP<br> Production^(1)^				Corporate<br> and other activities				Intersegment<br> Elimination				Total
Revenues
Revenue<br> from external customers		$	23,462,651			$	121,761			$	490,535			$	-			$	24,074,947
Intersegment<br> 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<br> tax expense																			(766,648	)
Net income																		$	3,499,241

| 34 |

| --- |

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<br> months ended March 31, 2025
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Development<br> & EPC				IPP<br> Production^(1)^				Corporate<br> and other activities				Intersegment<br> Elimination				Total
Revenues
Revenue from<br> external customers		$	22,491,700			$	6,575,712			$	37,616			$	-			$	29,105,028
Intersegment<br> 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<br> income tax recovery																			808,849
Net loss																		$	(9,029,169	)
		Nine<br> months ended March 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Development<br> & EPC				IPP<br> Production^(1)^				Corporate<br> and other activities				Intersegment<br> Elimination				Total
Revenues
Revenue from<br> external customers		$	49,584,109			$	259,279			$	556,625			$	-			$	50,400,013
Intersegment<br> 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<br> tax refund																			(750,661	)
Net income																		$	5,522,702

| 35 |

| --- |

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<br> 31, 2025		Development<br> & EPC				IPP<br> Production				Corporate<br> 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<br> 30, 2024		Development<br> & EPC				IPP<br> Production				Corporate<br> 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<br> 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<br> 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<br> from external customers
	Three<br> months ended March 31,				Nine<br> months ended March 31,
	2025		2024		2025		2024
Canada	$	1,281,768	$	1,206,031	$	9,919,553	$	9,285,960
United<br> 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<br> assets
	March<br> 31, 2025		June<br> 30, 2024
Canada	$	138,085,855	$	6,528,325
United<br> States		10,609,741		9,762,674
	$	148,695,596	$	16,290,999

| 36 |

| --- |

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

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

| 37 |

| --- |

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SolarBank Corporation (the “issuer”) for the interim period ended March 31, 2025.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
---	---
5.2	N/A.
5.3	N/A.
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is<br> reasonably likely to materially affect, the issuer’s ICFR.
---	---

Date: May 15, 2025

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

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of SolarBank Corporation (the “issuer”) for the interim period ended March 31, 2025.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
---	---
5.1	Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.
---	---
5.2	N/A.
5.3	N/A.
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or<br> is reasonably likely to materially affect, the issuer’s ICFR.
---	---

Date: May 15, 2025

“Sam Sun”
Sam Sun
Chief Financial Officer

PBK 6-K