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$45 Million Valued All Stock Acquisition of Solar Flow-Through Funds Ltd. Closes

Press Release

Toronto, Ontario, July 8, 2024 — SolarBank Corporation (Nasdaq: SUUN; Cboe CA: SUNN; FSE: GY2) (“SolarBank” or the “Company“) is pleased to announce today that it has closed its acquisition of Solar Flow-Through Funds Ltd. (“SFF” or “Solar Flow-Through”) valued at $45 million which includes SFF’s over 70 operating solar sites located in Ontario and recurring operating revenues which were $9.2 million in revenue for SFF calendar year 2023 and $9.4 million in revenue for SFF calendar year 2022. The transaction involved the acquisition ofall of the issued and outstanding common shares of SFF through a plan of arrangement in an all stock deal (the “Transaction”). The Transaction values SFF at up to $45 million but the consideration paid excludes the common shares of SFF currently held by SolarBank. The Transaction was completed pursuant to the terms of an arrangement agreement (the “Agreement”) between the Company and SFF.

Under the terms of the Transaction, SolarBank 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 Transaction represents a 7% premium to a valuation report prepared by Evans & Evans, Inc. on SFF and its assets. Through the Transaction, SolarBank will acquire SFF’s 70 operating solar power sites, along with its pipeline of battery energy storage projects (“BESS”) and electric vehicle charging stations.

Image above presents Solar Flow-Through Funds’ 70 solar photovoltaic generation projects totalling 28.8 MW DC. The projects operate under the Ontario FIT program.

The consideration for the Transaction consists of an upfront payment of approximately 3,575,632 SolarBank Shares ($25.53 million) that were issued on closing and a contingent payment representing up to an additional 2,283,929 SolarBank Shares ($16.31 million) that were 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 Independent Electricity System Operator (“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, Evans & Evans, Inc. 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 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.

Highlights and Benefits of the Transaction:

  • Continues SolarBank’s strategy of creating value for all stakeholders by growing its portfolio of cash generating independent power producer assets.
  • 28.8 MW of long life assets that have favorable feed in tariff rates into the 2030s.
  • Expansion into ownership of battery energy storage projects (14.97 MW) and electric vehicle charging stations – both key components of the net zero energy transition.
  • All stock transaction preserves cash for continued funding of the Company’s development pipeline.

Dr. Richard Lu, President & CEO of SolarBank commented: “I am very pleased that SolarBank has closed this acquisition which significantly increases our portfolio of high-quality cash-generating independent power producer assets. SolarBank is going to continue to target further growth of its independent power producer assets through organic project origination and strategic acquisitions of assets. We look forward to integrating the Solar Flow-Though assets and teams into SolarBank’s operations.”

Matt Wayrynen, CEO of Solar Flow-Through commented: “Solar Flow-Through has been working closely with SolarBank for over a decade now. We look forward to aligning our efforts toward a shared mission of expanding and diversifying the SolarBank portfolio, increasing long-term shareholder value and contributing to a sustainable future. We would like to thank the investors of Solar Flow-Through for their support throughout this process and entrusting SolarBank’s management and board to guide the growth of the portfolio moving forward.”

Agreement details and timing

The Transaction was carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and the transaction was approved at a special meeting held on June 19, 2024 (the “SFF Meeting”) by: (i) 99.50% of the votes cast by the SFF common shareholders and holders of SFF tracking shares (the “SFF Tracking Shares”) present in person or represented by proxy, voting together as a single class; (ii) 99.62% of the votes cast by SFF common shareholders present in person or represented by proxy, voting together as a separate class; and (iii) 98.75% of the votes cast by holders of SFF Tracking Shares present in person or represented by proxy, voting together as one separate class.

There are three classes of SFF Tracking Shares. Each class of SFF Tracking Shares is linked to a separate lawsuit where SFF, as plaintiff, is seeking to recover damages for the termination of certain solar power project development contracts. If the lawsuit that is linked to a class of SFF Tracking Shares is successful, the shareholder of such SFF Tracking Shares will have the option to receive its pro-rata share of the net settlement award or to convert such amount into SolarBank Shares.

Under the terms of the Transaction, SFF shareholders received consideration of (i) $25.53 million, representing approximately $2.75 per SFF common share or 0.3845938 of a SolarBank Share for every SFF common share on closing; and (ii) up to $16.31 million in CVRs that may, on satisfaction of the CVR Conditions, be exchanged for SolarBank Shares representing up to approximately $1.75 per SFF common share or up to 0.2456582 of a SolarBank Share for every SFF common share.

All SolarBank Shares issued in the Transaction, including SolarBank Shares issued on conversion of the CVRs or SFF Tracking Shares, if any, are subject to transfer restrictions pursuant to a release schedule as set forth in the table below:

Release Date Percentage
Closing 0%
6 Months from Closing 5%
12 Months from Closing 5%
18 Months from Closing 5%
 24 Months from Closing 5%
27 Months from Closing 20%
30 Months from Closing 20%
33 Months from Closing 20%
36 Months from Closing 20%

Evans & Evans, Inc. has provided a fairness opinion to the Board of Directors of SFF stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by SFF shareholders under the Transaction is fair, from a financial point of view, to SFF shareholders.

In connection with the closing of the Transaction, Mr. Matthew Wayrynen, the current CEO of SFF, has been appointed to the Board of Directors of the Company and Mr. Olen Aasen has resigned as a board member but remains as General Counsel to the Company.

The Company expects to pay an advisory fee in connection with the closing of the Transaction.

Details regarding the other terms of the Transaction are set out in the Agreement, which is available on SEDAR+ at

Unless otherwise indicated all dollar values in this news release are in Canadian dollars.

None of the securities to be issued pursuant to the Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued in connection with the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Sections 3(a)(9) and 3(a)(10) of the U.S. Securities Act, as applicable, and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

About SolarBank Corporation

SolarBank Corporationis an independent renewable and clean energy project developer and owner focusing on distributed and community solar projects in Canada and the USA. The Company develops solar projects that sell electricity to utilities, commercial, industrial, municipal and residential off-takers. The Company maximizes returns via a diverse portfolio of projects across multiple leading solar markets including projects with utilities, host off-takers, community solar, and virtual net metering projects. The Company has a potential development pipeline of over one gigawatt and has developed renewable and clean energy projects with a combined capacity of over 70 megawatts built. To learn more about SolarBank, please visit

For further information, please contact:‎

SolarBank Corporation
Tracy Zheng
Phone: 416.494.9559

Solar Flow-Through:
Solar Flow-Through Funds Ltd.
Matthew Wayrynen
Phone: 604.682.3701



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