SolarBank to Acquire Solar Flow-Through Funds Ltd. In All Stock Transaction Valued at $45 Million

SolarBank Corporation (Cboe CA: SUNN) (OTC: SUUNF) (FSE: GY2) ("SolarBank" or the "Company") is pleased to announce today that it has entered into a definitive agreement (the "Agreement") with Solar Flow-Through Funds Ltd. ("SFF" or "Solar Flow-Through") to acquire all of the issued and outstanding common shares of SFF through a plan of arrangement for an aggregate consideration of up to $41.8 million in an all stock deal (the "Transaction"). The Transaction values SFF at up to $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 $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.

The consideration for the Transaction consists of an upfront payment of approximately 3,575,638 SolarBank Shares (Cdn$25.53 million) and a contingent payment representing up to an additional 2,283,929 SolarBank Shares (Cdn$16.31 million) that will be 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) Cdn$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: "This acquisition advances our strategy of creating stakeholder value through growing our portfolio of high-quality cash-generating independent power producer assets. SolarBank was actively involved in the construction of many of Solar Flow-Through's projects and knows the assets well. They all have long term government power purchase agreements at favorable rates that continue into the next decade."

Matthew 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 Solar Flow-Through and SolarBank's management and board to guide the growth of the portfolio moving forward."

SolarBank | www.solarbankcorp.com