April 13, 2023
VANCOUVER, BRITISH COLUMBIA – April 13, 2023 –Solar Flow-Through 2012-I Limited Partnership, Solar Flow-Through 2013-I Limited Partnership, Solar Flow-Through 2014-I Limited Partnership, Solar Flow-Through 2015-I Limited Partnership, Solar Flow-Through 2016-I Limited Partnership, Solar Flow-Through 2017-I Limited Partnership, Solar Flow-Through 2017-A Limited Partnership, Solar Flow-Through 2018-I Limited Partnership, and Solar Flow-Through 2018-A Limited Partnership (collectively, “SFF” the “Limited Partnerships” or the “LPs”) are pleased to announce that the management information circular (the “Circular”) and other items related to the special meetings of Limited Partnerships (the “Meetings”) have been mailed to unitholders of the Limited Partnerships (“Unitholders”).
About the Meeting
The Meetings are scheduled to take place on May 4, 2023 at 10:00 a.m. (Vancouver time) at 1200 – 200 Burrard Street, Vancouver, British Columbia and represent a compelling opportunity for Unitholders.
At the Meetings, Unitholders will be asked to approve three resolutions pertaining to restructuring the LPs with the purpose of obtaining a listing on a stock exchange, either by way of a direct listing or a business combination transaction with a publicly listed company (the “Going Public Transaction”).
In order to facilitate the Going Public Transaction, the Limited Partners will consider, and if deemed advisable, vote to consolidate all nine of the LPs into a single limited partnership, following which the consolidated limited partnership will be reorganized into a corporation (“New PubCo”).
Further, in order to mitigate the risk that the market price of the common shares of New PubCo is adversely impacted by the sale of a substantial number of common shares upon listing on a stock exchange and to ensure Limited Partners are able to receive the maximum return on their investment, SFF is also proposing a resolution whereby the Limited Partners agree that the common shares of New PubCo will be subject to voluntary transfer restrictions subject to a release schedule, detailed on Page 18 of the Circular.
Unitholders will also be asked to approve amendments to each LP’s limited partnership agreement such that the steps required to complete the restructuring, shall not: (i) constitute a disposition of all or substantially all of the assets of the Limited Partnerships; or (ii) constitute any Limited Partnership ceasing to carry on an active business as further outlined in Schedules A through I in the Circular.
Proposed Expansion of Business of SFF
Expansion into US Solar Projects
SFF plans to generate revenues through a diverse portfolio of distributed and community solar projects across multiple solar markets, including projects with host off-takers, community solar, and net metering projects under programs such as value of distributed energy resources, net metering credit agreements, renewable energy credits, and power purchase agreements. SFF would develop or operate solar projects that sell electricity to commercial, industrial, municipal, residential and utility off-takers.
Building upon its core competencies in full-service development, SFF will deliver an integrated growth solution. For commercial, residential, and industrial end users, SFF will extend its expertise in rooftop and ground mount solar to behind-the-meter solar projects and carports enabling large property management firms and commercial and industrial customers to achieve corporate net-zero commitments. SFF will also extend its success in renewable Feed-In-Tariff (“FIT”) ground mount solar gardens to large utility scale solar farms of up to 100 megawatts. SFF’s experience in operations, maintenance, and asset management creates the foundation for it to grow as an independent power producer, delivering long-term, sustainable, and profitable growth.
Battery Energy Storage Systems
After more than a decade of supply, Ontario is entering a period of emerging electricity system needs, driven by increasing demand, the retirement of the Pickering nuclear plant, the refurbishment of other nuclear generating units, as well as expiring contracts for existing facilities. To address this need, the Independent Electricity System Operator (the “IESO”) is competitively securing 3,500 MW of capacity through the first long-term request for proposals (“LT1 RFP”), complimentary expedited procurement process (the “Expedited Process” or “E-LT1 RFP”), and the ‘Same Technology Upgrades Solicitation’.
In advance of the Expedited Process and the LT1 RFP, the IESO issued a long-term request for qualifications (“LT1 RFQ”) to establish a list of applicants with the experience and capability to successfully develop, construct and operate facilities acquired through these procurements. The LT1 RFQ is now complete, and SFF has been successfully qualified as an applicant under both the LT1 RFP and E-LT1 RFP. Project submissions for the E-LT1 RFP were made on February 16, 2023.SFF submitted 5 projects under the E-LT1 RFP with approximate capacity totalling 25 megawatts for 100 megawatt hours, which may or may not result in contract awards.
Electric Vehicle Charging Systems
SFF plans to develop, operate, and own electric vehicle (“EV”) charging stations on commercial real estate properties in partnership with industry leading EV technology manufacturers and commercial retailers. SFF has a pilot opportunity for 20 to 40 EV charging stations at 10 commercial retail locations. This pilot opportunity is expandable to over an additional one hundred locations pending the successful commercial operation of the 10 locations.
How to Vote
Unitholders of the Limited Partnerships are encouraged to vote well in advance of the proxy cut-off of May 2, 2023 at 10:00 a.m. (Vancouver time).
Registered Unitholders, being those who hold their shares with a physical certificate or DRS Statement, may vote by internet (http://investorvote.com), telephone (1-866-732-8683 or from outside North America to 1-416-263-9524) or mail (via the enclosed return envelope). Beneficial Unitholders, being those who hold their Units at a bank, brokerage, or other intermediary, must follow the instructions as set forth in the Voting Instruction Form included in the meeting materials.
Questions? Need Help Voting?
Unitholders of the Partnerships who have questions or need assistance with voting should contact Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (toll-free in North America) or 416-304-0211 (outside North America) or by email at assistance@laurelhill.com.
About Solar Flow-Through Funds
Solar Flow-Through Funds is a renewable and clean energy project developer and asset operator with 70 solar photovoltaic generation projects totalling over 28 MW operating under the Ontario FIT program. The Company plans to maximize shareholder return through development, ownership and operation of clean energy projects across a multiple of energy markets including solar energy, batter energy storage systems, and electric vehicle charging stations in North America. It currently has a potential development pipeline of over 100 MW.
Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws, including, but not limited to statements regarding SFF’s business strategy, objectives and opportunities; SFF’s intentions with respect to the transactions contemplated in the Circular, including the Going Public Transaction; SFF’s plan to generate revenues through a diverse portfolio of distributed and community solar projects across multiple solar markets; SFF’s intention to develop or operate solar projects that sell electricity to commercial, industrial, municipal, residential and utility off-takers; SFF’s plan to deliver an integrated growth solution; SFF’s plan to extend its expertise in rooftop and ground mount solar to behind-the-meter solar projects, carports and building integrated photovoltaics, enabling customers to achieve corporate net-zero commitments; SFF’s plan to extend its success in FIT ground mount solar gardens to large utility scale solar farms of up to 100 megawatts; SFF’s intention to become an independent power producer, delivering long-term, sustainable, and profitable growth; that Ontario is entering a period of emerging electricity system needs, driven by increasing demand and other factors; SFF’s plan to develop, operate and own electric vehicle charging stations on commercial real estate properties; and forecasted timing of commercial operation of electric vehicle charging stations and general industry conditions. Statements containing forward-looking information are based on SFF’s opinions, estimates and assumptions in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that SFF currently believes are appropriate and reasonable in the circumstances as of the date hereof. There can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions, such as: the successful settlement or resolution of certain legal claims, as described in the Information Circular (the “Legal Claims”); ongoing demand for solar energy; SFF’s ability to retain key personnel; SFF’s ability to maintain good relationships with partners, customers and suppliers; SFF’s ability to deploy capital as planned and to execute on expansion plans; SFF’s ability to obtain and maintain existing financing on acceptable terms; SFF’s ability to maintain operational excellence; that the matters to be voted on at the Meetings will be approved by Unitholders of the Limited Partnerships; no adverse changes in applicable laws and regulations; currency exchange and interest rates; assumptions regarding changes and trends in the solar energy industry or the global economy, are material factors made in preparing forward-looking information and management’s expectations. Forward-looking information is necessarily subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: that the matters to be voted on at the Meetings might not be approved; that the Legal Claims will not reach a favourable settlement or resolution; changes in environmental regulations and permitting requirements; changes in energy prices; improvements in or new discoveries of alternative energy technologies; inability to complete the long-term request for proposals of the IESO; inadequate insurance coverage; inability to attract and retain key personnel; inability to secure reliable sources of funding; competition; litigation; data security breaches and technological failures; and pandemics and national health crises. Although SFF has attempted to identify important factors that could cause actual results to differ materially from statements containing in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents SFF’s expectations as of the date of this news release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, SFF disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.
