SolarBank Corporation (NEOE:SUNN) entered into a definitive agreement to acquire Solar Flow-Through L.P. for CAD 37.21 million on March 19, 2024. The aggregate consideration of up to CAD 41.8 million in an all-stock deal. The Transaction values SFF at up to CAD 45 million but the consideration payable excludes the common shares of SFF currently held by SolarBank. Under the terms of the Transaction, SolarBank has agreed to issue up to 5,859,567 common shares of SolarBank ("SolarBank Shares") for an aggregate purchase price of up to CAD 41.8 million. The consideration for the Transaction consists of an upfront payment of approximately 3,575,638 SolarBank Shares (CAD 25.53 million) and a contingent payment representing up to an additional 2,283,929 SolarBank Shares (CAD 16.31 million) that will be issued in the form of contingent value rights, representing CAD 4.50 per SFF common share acquired. The transaction values SFF at up to CAD 45 million but the consideration payable excludes the common shares of SFF currently held by SolarBank. SolarBank will provide 0.3845938 for each share. On closing of the Transaction, Matthew Wayrynen, the current CEO of SFF, will join the Board of Directors of the Company and Olen Aasen will step down as board member but remain as General Counsel to the Company. In the event that the Solar-Flow enters into an agreement to effect an Acquisition Proposal that is a Superior Proposal in accordance with Section 6.2 then the Solar-Flow shall immediately pay to the SolarBank the Termination Fee of CAD 1.8 million by wire transfer of immediately available funds.

The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval at a special meeting expected to be held in April, 2024 by: (i) 66 2/3% of the votes cast by SFF common shareholders and 66 2/3% of votes cast by holders of SFF tracking shares (the "SFF Tracking Shares") present in person or represented by proxy, voting together as a single class; (ii) 66 2/3% of the votes cast by SFF common shareholders present in person or represented by proxy, voting together as a separate class; and (iii) 66 2/3% of the votes cast by holders of SFF Tracking Shares present in person or represented by proxy, voting together as one separate class. The Board of Directors of SolarBank have unanimously approved the Transaction. The Board of Directors of SFF have unanimously approved the Transaction, with SFF directors recommending that SFF shareholders vote in favour of the Transaction. The Transaction is subject to normal course regulatory approvals and the satisfaction of customary closing conditions. Subject to the satisfaction of these conditions, SolarBank expects that the Transaction will be completed during the second calendar quarter of 2024. The Company will pay an advisory fee in connection with the closing of the Transaction. In calendar year 2023, SFF reported revenue of CAD 9.2 million. Evans & Evans, Inc. has provided a fairness opinion to the Board of Directors of SFF. Jamie Kariya of Blake, Cassels & Graydon LLP acted as legal advisor to SolarBank. Eric Doherty of Borden Ladner Gervais acted as legal advisor to Solar Flow.