UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of October, 2024.
Commission
File Number 001-41976
SOLARBANK
CORPORATION
(Translation
of registrant’s name into English)
505
Consumers 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 ☒
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate
by check mark if the registrant is “submitting” the Form 6-K in paper as permitted by Regulation S-T “Rule” 101(b)(7)
☐
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
October 8, 2024 |
Solarbank
Corporation |
| |
|
|
| |
By: |
/s/
Sam Sun |
| |
|
Sam
Sun |
| |
|
Chief
Financial Officer & Corporate Secretary |
Exhibit
Index
Exhibit
99.1
13.8-Megawatt
Solar Project in Development by SolarBank in Pennsylvania
24.8
MW of Projects Expected in the Near Term
1,630
Homes Expected to be Powered by this Project
SolarBank’s
First Community Solar Project in Pennsylvania
Toronto,
Ontario, October 8, 2024 — SolarBank Corporation (NASDAQ: SUUN; Cboe CA: SUNN, FSE: GY2) (“SolarBank” or the “Company”)
is excited to announce its plans to develop a 13.8 MW DC ground-mount solar power project known as the Grandview project (the “Project”)
on a site located in Lancaster County, Pennsylvania. The Project is part of a three-project plan totalling 24.8 MW DC.
The
proposed community solar project – which would be one of the first of its kind in Pennsylvania – would provide residents,
including renters and those without suitable rooftops, with the opportunity to benefit from solar energy without the need to install
panels on their own properties.
On
March 26, 2024, the Pennsylvania House passed House Bill 1842, a bill enabling the potential development of community solar projects
in the state, paving the way for companies like SolarBank to expand into the region and provide clean energy to residents of various
income levels. The bill is currently under review by the Senate.
“Community
solar is a great way for everyone to access renewable energy,” stated SolarBank CEO, Dr. Richard Lu, “Community members can
go solar and contribute to building a sustainable future without having to install their own panels. We are excited for the next steps
in developing the Grandview project, which would be a significant milestone in SolarBank’s community solar portfolio, in addition
to being a part of Pennsylvania’s historic move toward a cleaner future.”
The
Company has secured a lease over the Project site and will continue to work to complete the next steps in permitting, interconnection
and securing the necessary financing for construction of the Project. The development of the Project as a community solar project will
be subject to the final approval of House Bill 1842 by the State government of Pennsylvania.
The
clean energy generated by a community solar project feeds directly into the local electricity grid. Depending on the size and number
of panels the project has, dozens or even hundreds of renters and homeowners can earn credits on their electric bill and save money from
the electricity that is generated by the project. SolarBank’s strategic focus on community solar aligns with its goal of powering
thousands of homes with clean and affordable energy.
There
are several risks associated with the development of the Project. The development of any project is subject to receipt of interconnection
approval, 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. Please refer to “Forward-Looking Statements”
for additional discussion of the assumptions and risk factors associated with the statements in this press release.
Other
Corporate Update: Shares to Solar Flow-Through Directors
In
addition, the Company has issued a total of 41,707 shares to certain former and current directors and officers of Solar Flow-Through
Funds Ltd. (“SFF”) These shares are issuable in connection with outstanding directors fees due to such directors or officers
that were assumed as part of the acquisition of Solar Flow-Through Funds Ltd. (“SFF”).
The
issuance of 8,082 shares to Matthew Wayrynen (director and officer of the Company) and 8,082 indirectly to Frederick Jung (officer of
SFF) (collectively, the “Related Parties”), will be considered “related party transactions” within the meaning
of Multilateral Instrument 61-101 - Protection of Minority Security holders in Special Transactions (“MI 61-101”) adopted
in the Policy. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements
of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such Related Parties’ participation in the Debt
Settlement as neither the fair market value of the Debt Settlement of, nor the fair market value of the Shares to be issued thereunder,
insofar as it involves Related Parties, is expected to exceed 25% of the Company’s market capitalization (all as determined under
MI 61-101). A material change report will not be filed in connection with this transaction. The securities of the Company that will be
acquired by the Related Parties will be acquired pursuant to an exemption from the prospectus requirement in section 2.14 of National
Instrument 45-106. The Board of Directors of the Company approved the issuance of these shares with Mr. Wayrynen abstaining from voting
on the approval of the issuance of his shares. As a result of this transaction Mr. Wayrynen and Mr. Jung’s percentage ownership
of common shares of the Company will increase to 0.43% and 0.04%, respectively.
The
issuance of shares is subject to final acceptance of the Cboe Canada Exchange Inc. and all shares issued thereunder will be subject to
a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities legislation.
About
SolarBank Corporation
SolarBank
Corporation is 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, Battery Energy Storage System (BESS) and EV Charging 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 North America 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 100 megawatts built. To learn more about SolarBank, please visit www.solarbankcorp.com.
For
further information, please contact:
SolarBank
Corporation
Genny
Nugent
Email:
genny.nugent@solarbankcorp.com
Phone:
416.494.9559
FORWARD-LOOKING
STATEMENTS
This
news release 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 news release contains forward-looking
statements pertaining to the Company’s expectations regarding its industry trends and overall market growth; the Company’s
growth strategies the expected energy production from the solar power project mentioned in this press release; the number of homes expected
to be powered; the reduction of carbon emissions; the receipt permits and financing to be able to construct the Project; the receipt
of incentives for the Project; 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 news release should not be unduly relied upon. These
statements speak only as of the date of this news release.
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 news release, 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, including those listed under “Forward-Looking Statements”
and “Risk Factors” in the Company’s most recently completed 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 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 resurgence 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 news release are expressly qualified in their entirety by this cautionary statement.
SolarBank (NASDAQ:SUUN)
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