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 November, 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)
☐
INCORPORATION
BY REFERENCE
Exhibit
99.1 to this report on Form 6-K furnished to the SEC is expressly incorporated by reference into the Registration Statement on Form F-10
of SOLARBANK CORPORATION (File No. 333-279027), as amended and supplemented.
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
November 27, 2024 |
Solarbank
Corporation |
| |
|
| |
By: |
/s/
Sam Sun |
| |
|
Sam
Sun |
| |
|
Chief
Financial Officer & Corporate Secretary |
Exhibit
Index
Exhibit
99.1
SolarBank
BESS Subsidiary Secures Project Financing
This
news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated
May 23, 2024 to its short form base shelf prospectus dated May 2, 2023
Toronto,
Ontario, November 27, 2024 — SolarBank Corporation (NASDAQ: SUUN; Cboe CA: SUNN, FSE: GY2) (“SolarBank” or the “Company”)
is pleased to announce its subsidiary has secured project financing in the form of a loan (“Loan”) in a principal
amount of $3 million from RE Royalties Ltd. (the “Lender”). The Projects (defined below) represent SolarBank’s
initial foray into battery energy storage, a market forecast by Fortune Business Insights to grow at a 16.3% compound annual growth rate
from 2022 to reach US$31.2 billion by 20291. SolarBank’s interest in ProjectCos was acquired as part of the $45 million
valued acquisition of Solar Flow-Through Funds Ltd. that closed in July 2024.
The
Company is developing three 4.99 MW Battery Energy Storage System (“BESS”) projects located in Ontario (the “Projects”).
The Projects are owned by 1000234763 Ontario Inc. and 1000234813 Ontario Inc. (“ProjectCos”). Solar High Yield Projects
#1 Ltd. (“the Borrower”) is the borrower under the terms of the Loan.
Matthew
Wayrynen, Chair of SolarBank stated: “We are thrilled to continue our partnership with RE Royalties to secure this financing for
our BESS projects in Ontario. Having worked with RE Royalties on previous projects, we value their expertise and shared commitment to
sustainability. This financing is a key step toward a cleaner future and the further diversification of SolarBank’s growing project
portfolio.”
Bernard
Tan, CEO of RE Royalties, stated: “We are excited to be working with the SolarBank management team again on this transaction. The
SolarBank team has a long proven track record in developing, building and operating renewable energy assets in North America. These BESS
projects will help the province of Ontario support renewable electricity generation, build resiliency in the grid, and help lower emissions
compared to conventional sources.”
The
Loan will be advanced in a single installment and has a maturity date of November 26, 2025. The Loan bears interest at a rate of 11%
per annum. As a condition of the Loan a 0.40% royalty on the gross revenues generated by the Projects has been granted to the Lender.
The royalty rate shall be reduced to 0.25% if the Loan is repaid within the first six months. The Loan is secured by a first ranking
security interest over all assets of the Borrower, except for its shares in the capital of theProjectCos. The Borrower is a wholly-owned
subsidiary of the Company. The Borrower has an indirect 50% interest in ProjectCos, with the remaining 50% held by a partnership formed
by First Nations communities in Ontario. The Loan is for incurred development and construction costs for the Projects and the Company
continues to advance a project financing package for the full construction costs of the Projects.
There
are several risks associated with the development of the Projects. The development of any project is subject to required permits, the
continued availability of third-party financing arrangements for the Company and the risks associated with the construction of a battery
energy storage project. In addition, governments may revise, reduce or eliminate incentives and policy support schemes for battery energy
storage, 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 projects and statements made in this press release.
1
https://www.fortunebusinessinsights.com/industry-reports/battery-energy-storage-market-100489
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
CoreIR
Investor Relations
Peter
Seltzberg
Email:
peters@coreir.com
Phone:
516.222.2560
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 terms of the Loan;
the use of proceeds from the Loan; the Company’s advancement of a project finance package for the Projects; the Company’s
growth strategies the expected energy production from the Projects mentioned in this press release; the timeline for construction of
the Projects; the receipt of permits and financing to be able to construct the Projects; 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 financing for the full construction costs of the Projects; 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, including receipt
of project financing for the full construction costs of the Projects; 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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