Pacific Green Technologies Inc. (the “Company”) was incorporated in the state of Delaware, USA on March 10, 1994.

Pacific Green Technologies Inc is a leading international developer of utility scale battery energy storage systems (BESS) and other environmental technologies solutions.

The condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024. These condensed consolidated interim financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of these condensed consolidated interim financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

The condensed consolidated interim financial statements have been prepared on a going concern basis. The assessment of liquidity and going concern requires the Company to make judgments about its ability to meet its obligations as they fall due for at least one year after the date that the condensed consolidated interim financial statements are issued. The directors have reviewed a fiscal year 2026 budget extended through twelve months from the date the condensed consolidated interim financial statements are issued, based on management’s operating plan and anticipated financing arrangements.

In order for the Company to meet its ongoing obligations including repayment of short-term debt of principal $16.7 million due for repayment within the next 12 months, and also develop BESS projects from its pipeline at scale, management have been in discussion with several parties, including the existing AUD 11.0 million lender to Pacific Green Technologies Australia, to establish a larger development loan facility. This facility is anticipated to be approximately AUD 50 million. The facility will ensure the Company can meet its obligations as they fall due until at least twelve months from the date the condensed consolidated interim financial statements are issued and increase its pace of pipeline development and cash generation from BESS project sales at Ready to Build stage. The fact that the additional funding required has not yet been fully secured indicates the existence of an event that may cause substantial doubt on their ability to continue as a going concern.

Whilst the funding has not yet been secured, the Company is confident that it will be successful, based on:

The Company also notes that Limestone Coast West BESS project does not yet have any firm sale offers. This project is currently budgeted to be sold in the second half of fiscal year 2026, and is a major component of overall cash receipts through twelve months from the date the condensed consolidated interim financial statements are issued. The lack of firm offers indicates the existence of an event that may cause substantial doubt on their ability to continue as a going concern.

Management are confident of completing this sale effectively and timely, based on:

The directors have also reviewed possible downside scenarios to test the Company’s liquidity in the event of adverse circumstances.

Based on the above, the Directors have concluded that the Company remains a going concern and these condensed consolidated interim financial statements have therefore been prepared on the going concern basis.