SolarBank Announces Amended and Restated At-The-Market Equity Program

SolarBank Corporation (Nasdaq: SUUN) (Cboe CA: SUNN) (FSE: GY2) ("SolarBank" or the "Company") is pleased to announce that it has entered into an amended and restated equity distribution agreement (the "Amended Distribution ‎Agreement") with Research Capital Corporation ("RCC") and Research Capital USA Inc. (together with RCC, the "Agents") to amend the Company's existing at-the-‎market equity program (the "ATM Program"). The Amended Distribution Agreement restates and supersedes the previous equity distribution agreement, dated June 29, 2023, between the Company and RCC to expand the prior Canadian at-the-‎market equity program to the United States. There can be no assurance that the Company will issue and sell any common shares under the ATM Program. The timing of any sales and the number of shares sold, if any, will depend on a variety of factors to be determined by the Company.

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 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. 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. The Company intends to use the net proceeds from sales of 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.

Sales of Offered Shares, if any, will be made through the Agents in transactions that are deemed to be "at-the-‎market distributions" as defined in National Instrument 44-102 – Shelf Distributions and an "at-the-market offering" as defined in Rule 415(a)(4) under the United States Securities Act of 1933, as amended, on the Cboe Canada Inc. ("Cboe") and the Nasdaq Stock Market, or any other applicable "marketplace" for the common shares in Canada. The Company is not obligated to make any sales of Offered Shares under the ‎Amended Distribution Agreement.

The Company will pay the Agents a commission of 2.0% of the gross offering proceeds from each ‎sale of Offered Shares and has agreed to provide the Agents with customary indemnification and ‎contribution rights. The Company will also reimburse the Agents for certain specified expenses in ‎connection with the entering into and performance of the Amended Distribution Agreement. ‎

The ATM Program is being made in Canada pursuant to an amended and restated prospectus supplement dated May 23, 2024 (the "Prospectus Supplement") to the Company's final short form base shelf prospectus dated May 2, 2023‎ (the "Base Prospectus"), amending and restating the prospectus supplement previously filed on June 29, 2023, and in the United States pursuant to a prospectus supplement dated May 23, 2024 (the "U.S. Prospectus Supplement") to the Company's final base shelf prospectus contained in the Company's effective registration statement on Form F-10 (File No. 333-279027) (the "Registration Statement") filed with the United States Securities and Exchange Commission (the "SEC"). Prospective investors should read the Base Prospectus, the Prospectus Supplement and other ‎documents the Company has filed with the SEC (some of which are incorporated by reference into ‎the Base Prospectus and the Prospectus Supplement) for more complete information about the ‎Company and the ATM Program, including the risks associated with investing in the Company. ‎

Copies of the Prospectus Supplement, Base Prospectus and Amended Distribution Agreement are available under the Company's profile on SEDAR+ at www.sedarplus.ca and copies of the U.S. Prospectus Supplement and the Registration Statement are available on the SEC's website at www.sec.gov. Alternatively, the Agents will send copies of the relevant documents to investors upon request by contacting RCC by mail at Research Capital Corporation, 1075 West Georgia Street, Suite 1920, Vancouver, British Columbia V6E 3C9, by email at [email protected] or by telephone at (778) 373-4088. ‎

Restatement

The Company also announces that it has identified matters which require the Company to make a restatement to reclassify certain amounts within the Statement of Cash Flows for its annual financial statements for the years ended June 30, 2023 and 2022 (the "Restatement"). Users of the Company's financial statements should note that the Adjustments (as defined below) do not change the Company's Assets, Liabilities, Revenues, Gross Profit or Net Income for the fiscal year ended June 30, 2023.

The Restatement relates to the reclassification of four items (collectively, the "Adjustments"): (1) the classification of the investment in GIC and investment in partnership units was reported ‎in financing activities instead of investing activities; (2) the settlement of aged accounts receivable for acquisition of property, plant and equipment and related items were non-cash related and should be reported in operating activities instead of investing and financing activities; (3) the repayment of shareholder loan was reported in operating activities instead of financing activities; and (4) foreign exchange gain and loss was grouped into effect of changes in exchange rate instead of operating activities.

All changes are contained within the Statement of Cash Flows and related notes / exhibits and the net cash position of the Company as of June 30, 2023 is unchanged. The Company has filed amended and restated financial statements for the financial years ended June 30, 2023 and June 30, 2022 (the "Amended Statements") and related amended and restated management's discussion and analysis ("MD&A") for the year ended June 30, 2023.

Further details regarding the Adjustments can be found in the Amended Statements and related MD&A which are available under the Company's electronic profile on SEDAR+ at www.sedarplus.ca. The Company has prepared a note to the Amended Statements detailing the impact of the Adjustments and has revised the Supplemental Cash Flow Information Notes to the Amended Statements. Additionally, the MD&A has been amended to reflect the restated amounts for the categories of cash flow activities.

In connection with the filing of the Amended Statements, the Company is also filing CEO and CFO certifications in compliance with National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings.

The identification of the need for the Restatement arose out of the Company's internal review procedures for the preparation of the Prospectus Supplement. After discussions with the Company's former auditor, MSLL CPA LLP, the Company assessed that the Restatement was required. As a result of this Restatement, the audit committee of the Company determined that the Company's consolidated annual audited financial statements for the year ended June 30, 2023, issued on October 23, 2023, should not be relied upon and should be restated through the Adjustments.

SolarBank | www.solarbankcorp.com