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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/11/24 SolarBank Corp. 40FR12B 123:120M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 40FR12B Registration Statement by a Canadian Issuer HTML 181K 2: EX-99.1 Miscellaneous Exhibit HTML 30K 11: EX-99.10 Miscellaneous Exhibit HTML 466K 101: EX-99.100 Miscellaneous Exhibit HTML 45K 102: EX-99.101 Miscellaneous Exhibit HTML 38K 103: EX-99.102 Miscellaneous Exhibit HTML 39K 104: EX-99.103 Miscellaneous Exhibit HTML 39K 105: EX-99.104 Miscellaneous Exhibit HTML 39K 106: EX-99.105 Miscellaneous Exhibit HTML 37K 107: EX-99.106 Miscellaneous Exhibit HTML 39K 108: EX-99.107 Miscellaneous Exhibit HTML 37K 109: EX-99.108 Miscellaneous Exhibit HTML 29K 110: EX-99.109 Miscellaneous Exhibit HTML 780K 12: EX-99.11 Miscellaneous Exhibit HTML 25K 111: EX-99.110 Miscellaneous Exhibit HTML 351K 112: EX-99.111 Miscellaneous Exhibit HTML 25K 113: EX-99.112 Miscellaneous Exhibit HTML 25K 114: EX-99.113 Miscellaneous Exhibit HTML 45K 115: EX-99.114 Miscellaneous Exhibit HTML 53K 116: EX-99.115 Miscellaneous Exhibit HTML 31K 117: EX-99.116 Miscellaneous Exhibit HTML 32K 118: EX-99.117 Miscellaneous Exhibit HTML 171K 119: EX-99.118 Miscellaneous Exhibit HTML 100K 120: EX-99.119 Miscellaneous Exhibit HTML 37K 13: EX-99.12 Miscellaneous Exhibit HTML 32K 121: EX-99.120 Miscellaneous Exhibit HTML 28K 122: EX-99.121 Miscellaneous Exhibit HTML 25K 123: EX-99.122 Miscellaneous Exhibit HTML 25K 14: EX-99.13 Miscellaneous Exhibit HTML 25K 15: EX-99.14 Miscellaneous Exhibit HTML 26K 16: EX-99.15 Miscellaneous Exhibit HTML 2.17M 17: EX-99.16 Miscellaneous Exhibit HTML 34K 18: EX-99.17 Miscellaneous Exhibit HTML 267K 19: EX-99.18 Miscellaneous Exhibit HTML 35K 20: EX-99.19 Miscellaneous Exhibit HTML 46K 3: EX-99.2 Miscellaneous Exhibit HTML 36K 21: EX-99.20 Miscellaneous Exhibit HTML 25K 22: EX-99.21 Miscellaneous Exhibit HTML 25K 23: EX-99.22 Miscellaneous Exhibit HTML 39K 24: EX-99.23 Miscellaneous Exhibit HTML 35K 25: EX-99.24 Miscellaneous Exhibit HTML 39K 26: EX-99.25 Miscellaneous Exhibit HTML 39K 27: EX-99.26 Miscellaneous 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Exhibit 99. 58
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company |
SolarBank Corporation (the “Company” or “SolarBank”) 505 Consumers Road, Suite 803 Toronto, Ontario M2J 4V8 | |
| 2. | Date of Material Change |
| June 29, 2023 | |
| 3. | News Release |
| A news release was disseminated on June 30, 2023 via Cision. | |
| 4. | Summary of Material Change |
The Company announced that it 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 “Offered Shares”) from treasury under the ATM Program. The Offered Shares will be issued by the Company to the public from time to time, through the Agent, 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 any 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. | |
| 5.1 | Full Description of Material Change |
The Company announced that it has entered into the Distribution Agreement with the Agent to establish the ATM Program.
The Company may issue up to $15,000,000 of Offered Shares from treasury under the ATM Program. The Offered Shares will be issued by the Company to the public from time to time, through the Agent, 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 any 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. |
| 2 |
Sales of Offered Shares, if any, will be made through the Agent in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions on the Canadian Securities Exchange (“CSE”) or any other applicable “marketplace” (as such term is defined in National Instrument 21-101 – Marketplace Operation) for the Offered Shares in Canada. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement. Unless earlier terminated by the Company or the Agent as permitted therein, the Distribution Agreement will terminate upon the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches $15,000,000.
The Company will pay the Agent a commission of 2.0% of the gross offering proceeds from each sale of Offered Shares and has agreed to provide the Agent with customary indemnification and contribution rights. The Company will also reimburse the Agent for certain specified expenses in connection with the entering into and performance of the Distribution Agreement.
The ATM Program is being made pursuant to a prospectus supplement dated June 29, 2023 (the “Prospectus Supplement”) to the Company’s final short form base shelf prospectus dated May 2, 2023 (the “Base Prospectus”).
Copies of the Prospectus Supplement, Base Prospectus and Distribution Agreement are available under the Company’s profile on SEDAR at www.sedar.com. Alternatively, the Agent will send copies of the relevant documents to Canadian investors upon request by contacting the Agent at Research Capital Corporation, by mail at Research Capital Corporation, 1075 West Georgia Street, Suite 1920, Vancouver, British Columbia V6E 3C9, by email at schiu@researchcapital.com or by telephone at (778) 373-4088.
This report does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. | |
| 5.2 | Disclosure for Restructuring Transactions |
| Not Applicable. | |
| 6. | Reliance on Section 7.1(2) of National Instrument 51-102 |
| Not Applicable. | |
| 7. | Omitted Information |
| Not Applicable. | |
| 8. | Executive Officer |
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Sam Sun, Chief Financial Officer (416) 494-9559 | |
| 9. | Date of Report |
| July 6, 2023 |
| 3 |
Forward-Looking Information
This report contains forward-looking statements and forward-looking information within the meaning of Canadian 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 report contains forward-looking statements including statements with respect to the Offered Shares sold under the ATM Program; the use of proceeds from any such sale of Offered Shares; the use by the Company of the ATM Program; future development, production, cash flow and other anticipated or possible future developments of the Company’s business as well as those listed under “Forward-Looking Statements” and “Risk Factors” in the final long form prospectus of the Company dated February 10, 2023, and other public filings of the Company. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon. These statements speak only as of the date of this report.
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 report, 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 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, , 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 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 COVID-19 on the Company is unknown at this time; 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 report are expressly qualified in their entirety by this cautionary statement.
| This ‘40FR12B’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/11/24 | None on these Dates | ||
| 7/6/23 | ||||
| 6/30/23 | ||||
| 6/29/23 | ||||
| 5/2/23 | ||||
| 2/10/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 SolarBank Corp. 40FR12B/A 3/27/24 4:2M M2 Compliance LLC/FA 3/21/24 SolarBank Corp. 40FR12B/A 2:588K M2 Compliance LLC/FA |