v3.25.2
Related Party Transactions (Details)
9 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2024
AUD ($)
Sep. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Related Party Transactions [Line Items]          
Consulting fees   $ 681,000      
Consulting services   63,000      
Other benefits   90,000      
Amount borrowed [1],[2] $ 10,116,000 10,116,000    
Balance amount 144,000        
Salaries and wages   849,000      
Payroll bonuses   214,000      
Fees paid to individual of management   857,000      
Alexander Group Pty Ltd [Member]          
Related Party Transactions [Line Items]          
Other Directors fees paid   18,000      
Peter Rossbach [Member]          
Related Party Transactions [Line Items]          
Other Directors fees paid   4,000      
Australian Subsidiaries [Member]          
Related Party Transactions [Line Items]          
Fees paid to individual of management   92,000      
Fresh Air Investments FZCo [Member]          
Related Party Transactions [Line Items]          
Total cash bonus       $ 461,000  
Shead Group Pty Ltd [Member]          
Related Party Transactions [Line Items]          
Amount borrowed 124,000 $ 124,000 $ 200,000    
Accrued interest $ 20,000        
[1]

Pacific Green Energy Parks (UK) Limited, a wholly owned subsidiary of the Company, entered into four separate loan agreements with a group of independent third party lenders for a total £900,000 between May 15 and May 28, 2024. The Company also entered into a loan agreement with an independent third-party lender in the same group for $1,270,000 on May 28, 2024. The five loans are identical in terms. The loans incur a fixed premium of 20% of principal, payable in full on repayment of principal. The loans were repayable on December 31, 2024, or earlier if certain liquidity events occur (whose conditions were not met).

 

On November 15, 2024, 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 received in May 2024 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).

[2] The Company entered into five separate loan agreements between August 12, 2024 and September 24, 2024 with four third-party lenders and one related party as follows: ● The related party loan was agreed on August 13, 2024 with Shead Group Pty Ltd, an entity controlled by Alex Shead, for the Company to borrow AUD 200,000. ● The other loans with independent third parties were for a total AUD 750,000 and GBP 75,000. The loans all incur a fixed 20% premium payable upon repayment of principal. The loans were all repaid between January 8, 2025 and March 31, 2025.