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 January, 2025.
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
January 29, 2025 |
Solarbank Corporation |
|
|
|
|
By: |
/s/
Sam Sun |
|
|
Sam
Sun |
|
|
Chief
Financial Officer & Corporate Secretary |
Exhibit
Index
Exhibit 99.1
SolarBank
Announces 2024 Highlights
$49.5
Million USD Transaction with Qcells
$45
Million Valued Acquisition of Solar Flow-Through Funds Ltd.
$25.8
Million Royal Bank of Canada Project Finance Facility
Nasdaq
Global Market and Cboe Canada Listings
Toronto,
Ontario, January 29, 2025 — SolarBank Corporation (Nasdaq: SUUN; Cboe CA: SUNN; FSE: GY2) (“SolarBank” or the “Company”)
today announces highlights and new milestones reached during the 2024 calendar year. The company remains committed to pioneering
the design, delivery, and management of safe, reliable, and clean energy sources throughout North America.
Over
$67.5 Million USD Committed by Strategic and Financial Partners:
| ● | US$49.5
Million transaction with Qcells for the sale and subsequent construction of
four solar projects in New York State. The projects will utilize Qcells modules manufactured
in the USA. Nearly $2.8 billion USD is being invested by Qcells to boost U.S. domestic solar
manufacturing and innovation to support and accelerate the U.S. clean energy transition |
| ● | $25.8
Million Royal Bank of Canada Project Finance facility to be used to develop and construct
two battery energy storage projects acquired as part of the Solar Flow-Through Funds Ltd.
acquisition |
Corporate
Development:
| ● | Nasdaq
Listing - The Company began trading on the Nasdaq Global Market on April 8, 2024. SolarBank
has qualified under the Nasdaq Global Market® tier, which has the second highest eligibility
requirements |
| ● | Cboe
Canada – The Company listed for trading on February 14, 2024. In North America,
Cboe’s U.S. and Canadian equities trading venues handle over $67 billion USD
combined in average daily notional value (ADNV) |
| ● | Board
Expansion - SolarBank appointed Chelsea L. Nickles to its board of directors as an independent
director. Ms. Nickles is a renewable energy professional with over 20 years of experience
contributing to a net zero world. For nearly the past decade, Ms. Nickles has been focusing
on developing offshore wind projects in multiple jurisdictions with Ørsted, the global
leader in offshore wind. Ms. Nickels currently holds the title of Director with Ørsted
and serves as a director for several offshore wind companies where she helps to steer their
success |
| ● | Key
Acquisition - The Company closed its acquisition of Solar Flow-Through Funds Ltd. (“SFF”).
This transaction valued SFF at up to $45M but the consideration payable excludes the common
shares of SFF currently held by the Company |
| ● | New
Strategic Focus to Include Data Center Colocation - The Company announced that in alignment
with its commitment to harnessing clean energy technologies, SolarBank intends to pursue
opportunities as a developer, owner, and strategic partner in data center infrastructure,
supporting the demand for high-performance, sustainable energy solutions within the emerging
AI and data center sectors |
Marquis
Power Projects Underway:
| ● | $41
million USD transaction with Honeywell International Inc. (“Honeywell”) sees
mechanical completion reached on the SB-1, SB-2 and SB-3 Community Solar Projects acquired
by Honeywell. The projects are being constructed under an engineering, procurement, and construction
(“EPC”) Contract with SolarBank. SolarBank also expects that it will retain an
operations and maintenance contract for the projects following the completion of construction |
| ● | Fiera
Real Estate Transaction. The Company has commenced construction on a 1.4 MW DC rooftop
solar project for Fiera Real Estate (“Fiera”) in Alberta as a pilot project.
Fiera Real Estate is a leading investment management company that globally manages over $7.0
billion USD of commercial real estate through a range of investment funds and accounts
as of December 31, 2023. The project represents SolarBank’s first construction project
for Fiera, with more expected. |
Other
Operational Highlights
| ● | January
2024: SolarBank completed mechanical construction on the 3.7 MW DC Geddes project being
developed by the Company in Geddes, New York. The project is expected to provide green energy
to 500 homes once operational. The Company intends to own and operate the Geddes project |
| ● | January
2024: SolarBank executed a lease agreement on a site in Greenville, New York. SolarBank
intends to develop two 7 MW DC (14 MW DC total) ground-mount solar power projects on the
site. The project is expected to operate as a community solar site, selling credits to subscribers.
1,600 homes are expected to receive green energy once the system is operational. The Company
believes these projects will be eligible for incentives under the New York State Energy Research
and Development Authority (“NYSERDA”) NY-Sun Program |
| ● | January
2024: SolarBank executed a lease agreement on a 15-acre site in Nassau, New York. SolarBank
intends to develop a 3 MW DC ground-mount solar power project on the site which is expected
to operate as a community solar site, selling credits to subscribers. 350 homes are expected
to receive green energy once the system is operational. The Project is expected to be eligible
for incentives under the NYSERDA NY-Sun Program |
| ● | February
2024: SolarBank executed lease agreements on two closed landfill sites located in Skaneateles,
New York and Lewiston, New York, respectively. The Company intends to develop three ground-mount
community solar projects across the two sites with a capacity of 19.3 MW DC. The project
is expected to operate as a community solar site, selling credits to subscribers. 2,260 homes
are expected to receive green energy once the system is operational. The Company’s
subsidiary was the successful proponent in an RFP from the private owner of the sites. The
projects are expected to be eligible for incentives under the NYSERDA NY-Sun Program |
| ● | April
2024: SolarBank closed its previously announced acquisition of a development stage solar
project located in the Town of Camillus, New York on a closed landfill from Storke Renewables,
LLC. SolarBank intends to develop a 3.15 MW DC ground-mount solar power project on the site
that will operate as a community solar project. 360 homes are expected to receive green energy
once the system is operational. The project is expected to be eligible for incentives under
the NYSERDA NY-Sun Program |
| ● | April
2024: SolarBank partnered with TriMac Engineering of Sydney, Nova Scotia to develop a
10 MW DC community solar garden in the rural community of Enon, Nova Scotia, and three 7
MW DC projects in Sydney, Halifax and Annapolis, Nova Scotia respectively (the “Projects”).
The Projects are being developed under a Community Solar Program announced by the Government
of Nova Scotia on March 1, 2024, and owned by AI Renewable Fund. 4,000 homes are expected
to receive green energy once the system is operational |
| ● | June
2024: The Company entered into a loan agreement with Seminole Financial Services, LLC
for an initial US$2,600,000 construction to mini-perm loan used to complete construction
of the Geddes Project located in Upstate, New York |
| ● | July
2024: Provided an update on its 3.25 MW DC ground-mount solar power project located in
the Town of Camillus, New York on a closed landfill. The project has now received its plan
approval and special use permit from the town of Camillus |
| ● | August
2024: The Company announced that it intends to develop a 7 MW DC ground-mount solar power
project known as the Oak Orchard project located in Clay, New York |
| ● | September
2024: The Company announced it intends to develop a 5.4 MW DC ground-mount solar power
project known as the Boyle project located in Broome County, New York. The project is expected
to employ agrivoltaics (the dual use of land for solar energy production and agriculture)
including sheep grazing with a local agricultural partner |
| ● | September
2024: The Company announced it intends to develop a 7 MW DC ground-mount solar power
project known as the Hwy 28 project on a 45-acre site located in Middletown, New York |
| ● | October
2024: The Company announced it intends to develop a 2.9 MW DC ground-mount solar power
project known as the Silver Springs project located in Gainesville, New York |
| ● | October
2024: The Company announced intention to develop a three-project plan totalling 24.8
MW DC in Pennsylvania. Subject to approval of legislation by the Pennsylvania government,
the Company intends to develop community solar projects on the sites |
| ● | October
2024: The Company announced it intends to develop a 7.2 MW DC ground-mount solar power
project known as the North Main project located in Wyoming County, New York |
| ● | November
2024: The Company announced it intends to develop a 3.1 MW DC ground-mount solar power
project known as the West Petpeswick project located in Nova Scotia |
Dr.
Richard Lu, CEO of SolarBank said: “We experienced another year of tremendous growth and accomplishments in 2024 with a number
of significant milestones achieved, including project completions, major acquisitions, execution on the development pipeline, major project
sales and senior stock exchange listings. We predict continued forward momentum on these projects and new initiatives, on all of which
we will provide ongoing updates as appropriate.”
Risk
Factors
There
are several risks associated with the development of the projects detailed in this press release. The development of any project is subject
to the continued availability of third-party financing arrangements for the project owners and the risks associated with the construction
of a solar power project. There is no certainty the projects disclosed in this press release will be completed on schedule or that they
will operate in accordance with their design capacity. If the EPC agreements are terminated, then SolarBank will not realize the full
contract value. 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.
SolarBank
is expanding into the data center industry, but it does not currently have any data center projects under development or that it has
secured rights to. SolarBank does not have any contracts with the parties mentioned in this news release. It is in discussions with various
other parties regarding potential data center opportunities and will provide details in a future news release if an agreement to acquire
or develop a data center is concluded. The development of any data center project is subject to identifying a suitable project site,
receipt of required permits, entry into contracts for construction and the use of the data center, the availability of third-party financing
arrangements for the Company and the risks associated with the construction of a data center.
Please
refer to “Forward-Looking Statements” for additional discussion of the assumptions and risk factors associated with the statements
in this press release. Please also refer to SolarBank’s filings on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov
for additional information on the matters disclosed in this press release.
Where
applicable Canadian dollar amounts have been converted to US dollars using an exchange rate of Cdn$1.00: US$0.70.
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, visit www.solarbankcorp.com.
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 projects mentioned in this press release; the number of homes expected
to be powered by the Company’s development projects; the reduction of carbon emissions; the receipt of incentives for the projects;
the expected value of EPC Contracts; 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 Annual Information Form for the most recently completed financial year, 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 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.
For
further information, please contact:
Company
Contact
SolarBank
Corporation
Tracy
Zheng
Email:
tracy.zheng@solarbankcorp.com
Phone:
416.494.9559
Corporate
Communications Contact:
IBN
Austin,
Texas
www.InvestorBrandNetwork.com
512.354.7000
Office
Editor@InvestorBrandNetwork.com
SolarBank (NASDAQ:SUUN)
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