| Subsequent events |
| | (a) | As at September 30, 2024, Pacific Green Technologies (Australia) Limited (“PGTA”), a wholly owned subsidiary of the Company, had borrowed AUD 11,000,000 from an independent third party lender to fund further development of our Australian BESS portfolio. Refer to Note 10 for further detail. On December 19, 2024, PGTA entered into a new loan arrangement with the same lender which effectively refinanced the previous AUD 11,000,000 loan agreement. This new loan became effective on February 26, 2025 and due to mature ten months from this date. This resulted in the payment of AUD $2,200,000 repayment premium from the last loan on March 21, 2025 following the completion of the sale of the Limestone Coast North BESS project. As the repayment premium of the previous loan was repaid after the new loan became effective, PGTA was charged an additional 1.67% per month interest charge on the AUD $2,200,000 repayment premium. The new loan does not bear interest but, similar to the previous loan, incurs a fixed premium of 20% of the loan principal which is payable in full upon repayment of the principal. However, the loan’s ten-month maturity date is conditional on the PGTA receiving either receiving two non-binding offers (“NBO”) on the Limestone Coast West BESS project or receiving a NBO from the purchaser of the Limestone Coast North BESS project within a six-week period from March 19, 2025. If the NBOs are not received, then the loan becomes repayable following the sale of the Limestone Coast North project. Whilst awaiting NBOs to be received, PGTA will be charged an additional 1.67% interest per month on the AUD 11,000,000 principal amount. |
| | (b) | Further to an investment agreement Pacific Green
Technologies (Middle East) Holdings Limited (“PGTME”), a wholly owned subsidiary of the Company, entered into on September
12, 2024 which gave it the ability to acquire 3 to 6% stake in a German start up business specializing in fuel cells and hydrogen separation,
PGTME acquired 3% of this business in February 2025 for a cost of €500,000.
On April 29, 2025, PGTME acquired a further 3% stake in the German business. This additional stake was acquired from an independent third party by exchanging $547,000 advanced to the third party in September and November 2024 for shares in the German business which were previously held by the third party. $280,000 was advanced by September 30, 2024 and was recorded within Other Receivables. |
| | (c) | On November 15, 2024, the Company refinanced certain debt that was outstanding as at September 30, 2024 (refer to Note 10). The Company entered into a new loan agreement to borrow a further £5,210,000 from this group of lenders and one new lender, and also refinanced certain existing loans into this new loan agreement, novating all refinanced loans for the Company to be the borrower, instead of Pacific Green Energy Parks (UK) Limited in some cases. The refinancing redenominated the previous US Dollar $1,270,000 loan to Sterling £1,000,000. Two lenders did not participate in the refinancing and £200,000 of principal plus 20% fixed premium were repaid between December 31, 2024 and January 2, 2025, giving a total of £1,700,000 from original lenders contributing to the refinancing. The fixed 20% repayment premium on these original loans was capitalized into the principal upon refinancing, giving a net increase to principal of £340,000 on these loans. The new funds lent £5,210,000 and refinanced original loans £2,040,000 give a total new principal under this loan agreement of £7,250,000. | | | | Both the refinanced loans and the new loans are due 20 business days after Pacific Green Energy Parks (UK) Limited receives its first payment milestone from Sosteneo relating to its sale of the Sheaf project. This payment milestone is for £7,260,000 and is expected to be received in late 2025. The loan incurs a fixed premium of 20% of the new loan principal, payable when the loan principal is repaid. The lenders hold security over the first Sheaf payment milestone and over a new bank account set up by Pacific Green Energy Parks (UK) Limited to receive this milestone payment. Should the Company default on the loan(s), the lender(s) can elect to convert up to 100% of the amounts outstanding to the equivalent value of ordinary shares in the Company at the Default Conversion Strike Price (defined as 0.7 x the Company’s average share price on the 10 business days before and after the Event of Default). |
| | (d) | On November 26, 2024, Pacific Green Energy Parks (UK) Limited, a wholly owned subsidiary of the Company entered into a loan agreement to lend $308,000 (1,265,000 Polish Zloty (PLN)) to a third party borrower in Poland. This is an increase to the £296,000 loan from Pacific Green Energy Parks (UK) Limited made on 25 January 2024. The loan provided funds for a down payment for the Polish capacity market auction. Refer to Note 4 above for further details. This loan is unsecured, interest free, and has been extended beyond repayment date of January 31, 2025 by the agreement of the parties, with the intention to convert this loan into preference shares of the parent company of the borrower. |
| | (e) | In November 2024, McClelland Management Inc exercised 200,000 stock options in the company at $0.10 per share. This was pursuant to the options granted in November 2022. On February 18, 2025, the Company issued 500,000 shares were issued to McClelland Management Inc as consideration for intellectual property transferred from McClelland Management Inc. to the Company under the terms of an IP transfer deed dated January 4, 2023. |
| | (f) | On December 30, 2024, the Company entered into an agreement to purchase and subsequently cancel 500,000 shares of common stock from one shareholder effective 31 January 2025. The consideration for these shares is $300,000 and payable on the effective date. |
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(g) |
On January 6 2025, Pacific Green Technologies (Shanghai) Co. Ltd, a wholly owned subsidiary of the Company, entered into a sale and purchase agreement to sell its property in Shanghai. This transaction completed in January following approval from the Shanghai Minhang Land Bureau. The sales consideration received was greater than the net book value of the property as at 30 September 2024. |
| | (h) | On February 20, 2025, the Company announced it has signed binding documentation for the sale of 100% of the shares in its Limestone Coast North Energy Park, 250MW / 500MWh battery energy storage development in the Limestone Coast region of South Australia, to Intera Renewables (“Intera”). The project expects to begin commercial operations in 2027. The sale completed on March 19, 2025 with the Company receiving approximately AUD $33,000,000 cash ($21,000,000) in March and April 2025. |
| (i) | On
June 13, 2025, Pacific Green Energy Parks Holding Europe Limited, a company incorporated in the United Arab Emirates which is a wholly
owned subsidiary of the Company entered into two subscription agreements to acquire controlling interests in two entities which are currently
developing two separate BESS 50MW battery energy storage projects in Poland. The consideration for this transaction was the exchange
of loans previously provided to these entities, which are listed within Note 4 of the financial statements. |
| | (j) | On June 29, 2025, the Company entered into a AUD 4,000,000 loan agreement an independent third party lender to fund potential buy-backs of the Company’s common stock. The expiry date on the loan is the earlier of June 29, 2027 and the sale of certain assets of the Company. The loan bears interest of 1.67% per month which is payable at the expiry date and the Company has the ability to repay the loan early at a cost of 20% of the principal less any interest paid to date. The lender is the same independent third party lender who entered into a AUD 11,000,000 loan with PGTA, see (a) above. | | | | | | | | On July 7, 2025, the Company announced it had entered into agreements with certain shareholders to repurchase
and cancel approximately 3.9 million common shares for a total of approximately $2.3 million. Of these amounts, on the same day, the Company
repurchased approximately 2.1 million common shares for approximately $1.3 million. |
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