Limited Partnerships

FAIR MARKET VALUE – As at March 31, 2024

As at March 31, 2024, Solar Flow-Through Funds Ltd. (the “Company”) has 11,052,599 Common Shares, 783,000 Class A Tracking Shares, 859,000 Class B Tracking Shares, and 866,000 Class C Tracking Shares issued and outstanding. The Company entered into an arrangement agreement on March19, 2024, as amended March 27, 2024, with SolarBank Corporation (“Solarbank”) pursuant to which SolarBank will acquire all of the issued and outstanding common shares of the Company 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 the Company at up to $45 million but the consideration payable excludes the common shares of the Company currently held by SolarBank. Under the terms of the Transaction, SolarBank has agreed to issue up to 3,575,637 common shares of SolarBank and contingent value rights entitling holders thereof to receive up to an additional 2,283,929 common shares of SolarBank subject to certain conditions, for an aggregate purchase price of up to $41.8 million, representing $4.50 per SFF common share acquired.

The Company has three classes of Tracking Shares issued and outstanding in relation to three lawsuits. Each class of Tracking Shares is entitled to receive, on a pro rata basis, any damages awarded for their respective lawsuit. For clarity, the Tracking Shares do not have any other economic rights or entitlements in the capital of the Company, and therefore, the fair market value referenced above represents fair market value of Common Shares only and does not include any potential value of the Tracking Shares.

FAIR MARKET VALUE - For periods ended September 30, 2023 and later

Common Share


Q1 $4.50
Q4 $4.18
Q3 $4.92