SolarBank Renews At-The-Market Equity Program
- Potential to raise up to US$15 million in additional capital
- Flexibility in timing and amount of shares to be sold based on market conditions
- Proceeds will support multiple business objectives including operations and potential acquisitions
- Relatively low 3.0% commission rate for the offering
- Potential dilution for existing shareholders through new share issuance
- No guarantee of successful share sales under the ATM program
- Additional expenses related to agents' commissions and reimbursement of specified expenses
Insights
SolarBank's ATM renewal allows raising up to $15M through new share issuances, potentially diluting existing shareholders while boosting working capital.
SolarBank has renewed its at-the-market (ATM) equity program following the filing of a new short form base shelf prospectus. This renewal was necessary due to the expiration of their 2023 short form base shelf prospectus. The renewed program allows SolarBank to issue common shares with an aggregate offering price of up to
The ATM structure provides significant flexibility for SolarBank, as shares will only be issued at the company's discretion through their agents (H.C. Wainwright & Co., Research Capital Corporation, and Research Capital USA). This enables the company to strategically time its capital raises based on market conditions and internal cash needs without the discount typically associated with traditional follow-on offerings.
However, investors should recognize this program's dilutive potential. Any shares issued will increase the total share count, spreading ownership across more shares. The company will pay agents a commission of
Management has outlined broad usage intentions for any proceeds raised, including funding ongoing operations, working capital requirements, debt repayment, capital programs, and potential acquisitions. The lack of specificity suggests the company is maintaining maximum flexibility in its capital allocation strategy rather than targeting a specific project or initiative.
This news release constitutes a "designated news release" for the purposes of the Company's prospectus supplement dated June 5, 2025 to its short form base shelf prospectus dated May 7, 2025
Under the Distribution Agreement, the Company may issue common shares of the Company having an aggregate offering price of up to US
Sales of Offered Shares, if any, will be made through the Agents in transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions and an "at-the-market offering" as defined in Rule 415(a)(4) under the United States Securities Act of 1933, as amended, on the Cboe Canada Inc. ("Cboe") and the Nasdaq Stock Market, or any other applicable "marketplace" for the common shares in
The Company will pay the Agents a commission of up to
The ATM Program is being made in
Copies of the Prospectus Supplement, Base Prospectus and Distribution Agreement are available under the Company's profile on SEDAR+ at www.sedarplus.ca and copies of the
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
ABOUT SOLARBANK CORPORATION
SolarBank Corporation is an independent renewable and clean energy project developer and owner focusing on distributed and community solar projects in
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 including statements with respect to the Offered Shares sold under the ATM Program; the use of proceeds from any such sale of Offered Shares; the use by the Company of the ATM Program; future development, production, cash flow and other anticipated or possible future developments of the Company's business as well as those listed under "Caution Regarding Forward-Looking Statements" and "Risk Factors" in the Base Prospectus, and other public filings of the Company. 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 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; 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 and tariffs; 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 global pandemic 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.
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SOURCE SolarBank Corporation
FAQ
What is the maximum amount SolarBank (SUUN) can raise through its renewed ATM program?
How will SolarBank use the proceeds from the ATM offering?
What commission will agents receive for the SUUN ATM program?
Where will SolarBank's ATM shares be traded?
What is the pricing mechanism for SolarBank's ATM shares?
