10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2016

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-54756

PACIFIC GREEN TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer  Identification No.)
5205 Prospect Road, Suite 135-226, San Jose, CA	95129
(Address of principal executive offices)	(Zip Code)

(408) 538-3373

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ YES   ☐ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ YES    ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES    ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES    ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

25,971,351 common shares issued and outstanding as of February 15, 2017.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
(unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
PART II – OTHER INFORMATION	16
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	18
Item 6. Exhibits	21

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Our consolidated unaudited interim financial statements for the three and nine month periods ended December 31, 2016 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. 

1

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in US dollars)

(unaudited)

	Index
Condensed Consolidated Balance Sheets	F-1
Condensed Consolidated Statements of Operations and Comprehensive Loss	F-2
Condensed Consolidated Statements of Cash Flows	F-3
Notes to Condensed Consolidated Financial Statements	F-4

2

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

	December 31, 2016 $			March 31, 2016 $
	(unaudited)
ASSETS
Cash		467,740			40,108
Amounts receivable		15,762			4,996
Prepaid expenses		16,628			–
Due from related parties (Note 9)		62,182			50,747
Total Current Assets		562,312			95,851
Property and equipment (Note 3)		845,112			–
Intangible assets (Note 4)		11,709,696			12,366,555
Total Assets		13,117,720			12,462,406
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities (Notes 6 and 9)		1,146,254			821,515
Loan payable (Note 5)		426,206			625,574
Convertible debentures, net of unamortized discount of $nil  and $105,018, respectively (Note 6)		110,000			4,982
Current portion of note payable, net of unamortized discount of $72,091 and $33,000, respectively (Note 8)		4,927,909			3,967,000
Due to related parties (Note 9)		4,139,728			5,025,249
Derivative liabilities (Note 7)		620,125			816,216
Total Current Liabilities		11,370,222			11,260,536
Note payable, net of unamortized discount of $nil and $180,507, respectively (Note 8)		–			819,493
Total Liabilities		11,370,222			12,080,029
Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 14)
Subsequent Events (Note 15)
Stockholders’ Equity
Preferred stock, 10,000,000 shares authorized, $0.001 par value Nil shares issued and outstanding		–			–
Common stock, 500,000,000 shares authorized, $0.001 par value 25,971,351 and 23,104,908 shares issued and outstanding, respectively		25,971			23,105
Common stock issuable (Note 10)		–			150,000
Subscriptions receivable (Note 10)		(721,003	)		–
Additional paid-in capital		65,192,943			60,219,306
Accumulated other comprehensive income		175,753			120,760
Deficit		(62,926,766	)		(60,130,794	)
Total Stockholders’ Equity		1,746,898			382,377
Total Liabilities and Stockholders’ Equity		13,117,120			12,462,406

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-1

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

	Three Months Ended December 31, 2016 $			Three Months Ended December 31, 2015 $			Nine Months Ended December 31, 2016 $			Nine Months Ended December 31, 2015 $
Expenses
Advertising and promotion		–			10,000			–			10,000
Amortization of intangible assets		218,953			218,953			656,859			656,860
Consulting fees (Note 9)		578,923			227,881			1,002,225			954,050
Depreciation		2,356			–			2,356			–
Engineering fees		4,848			–			233,702			–
Foreign exchange gain		(135,536	)		(110,290	)		(288,594	)		(289,062	)
Office and miscellaneous		64,133			25,958			133,372			63,111
Professional fees		61,225			62,716			201,691			148,206
Transfer agent and filing fees		(2,575	)		6,501			15,854			27,167
Travel		56,537			36,504			110,139			75,312
Total expenses		848,864			478,223			2,067,604			1,645,644
Loss before other expenses		(848,864	)		(478,223	)		(2,067,604	)		(1,645,644	)
Other income (expense)
Gain (loss) on change in fair value of derivative liabilities (Note 8)		(137,217	)		(160,411	)		196,091			(1,218,229	)
Gain on extinguishment of debt		–			–			–			171,501
Impairment of goodwill (Note 4)		–			–			–			(126,782	)
Interest expense (Notes 6)		(314,466	)		(297,866	)		(924,459	)		(931,021	)
Total other income (expense)		(451,683	)		(458,277	)		(728,368	)		(2,104,531	)
Net loss for the period		(1,300,547	)		(936,500	)		(2,795,972	)		(3,750,175	)
Other comprehensive income (loss)
Foreign currency translation gain		35,388			35,993			54,993			12,253
Comprehensive loss for the period		(1,265,159	)		(900,507	)		(2,850,965	)		(3,737,922	)
Net loss per share, basic and diluted		(0.05	)		(0.05	)		(0.12	)		(0.20	)
Weighted average number of shares outstanding		24,113,779			20,364,070			23,820,178			18,722,436

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-2

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

	Nine Months Ended December 31, 2016 $			Nine Months Ended December 31, 2015 $
Operating Activities
Net loss for the period		(2,795,972	)		(3,750,175	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on note payable and convertible debentures		249,459			251,697
Amortization of intangible assets		656,859			656,860
Depreciation		2,356			–
Gain on extinguishment of debt		–			(171,501	)
Impairment of goodwill		–			126,782
Imputed interest		675,000			675,000
Loss (gain) on change in fair value of derivative liabilities		(196,091	)		1,218,229
Stock-based compensation		–			353,577
Changes in operating assets and liabilities:
Amounts receivable		491			599
Prepaid expenses		(16,628	)		(119,313	)
Due from related parties		(22,692	)		–
Advances receivable		–			25,000
Accounts payable and accrued liabilities		324,739			75,009
Due to related parties		(305,060	)		74,494
Net Cash Used In Operating Activities		(1,427,539	)		(583,742	)
Investing Activities
Cash acquired on acquisition of subsidiary		–			50,064
Purchase of property and equipment		(847,468	)		–
Net Cash Provided by (Used In) Investing Activities		(847,468	)		50,064
Financing Activities
Proceeds from issuance of common stock		3,430,500			1,125,000
Proceeds from related parties		–			19,804
Repayments to related parties		(451,352	)		(145,375	)
Repayment of loan payable		(113,280	)		–
Proceeds from convertible debentures		–			100,000
Net Cash Provided by Financing Activities		2,865,868			1,099,429
Effect of Foreign Exchange Rate Changes on Cash		(163,229	)		(233,289	)
Increase in Cash		427,632			332,462
Cash, Beginning of Period		40,108			1,270
Cash, End of Period		467,740			333,732
Non-cash Investing and Financing Activities:
Convertible debentures settled with common stock		–			1,606,419
Reallocation of amount due to a related party to amounts receivable		11,257			–
Recognition of debt discount due to derivative		–			110,000
Supplemental Disclosures:
Interest paid		–			–
Income taxes paid		–			–

(The accompanying notes are an integral part of these condensed consolidated financial statements)

F-3

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

Pacific Green Technologies Inc. (the “Company”) is engaged in the commercialization and development of its proprietary emissions control and scrubber technologies. With its technical and manufacturing partners, the Company has developed applications for the marine, manufacturing and utility sectors to reduce pollutants and contaminants from emissions. The Company's goal is to bring new emission control solutions to help address the world’s need for clean and sustainable energy.

The accompanying condensed consolidated 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, 2016. In the opinion of management, the accompanying condensed consolidated 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 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.

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, lenders, and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at December 31, 2016, the Company has not generated any revenues, has a working capital deficit of $10,807,910, and has an accumulated deficit of $62,926,766 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Principles of Consolidation

These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and the following entities:

Pacific Green Technologies International Limited (“PGTIL”)	Wholly-owned subsidiary
Pacific Green Technologies Marine Limited (PGTML)	Wholly-owned subsidiary of PGTIL
Energy Park Sutton Bridge Ltd. (“EPSB”)	Wholly-owned subsidiary of PGTIL
Pacific Green Technologies Asia Limited ("PGTA")	Wholly-owned subsidiary of PGTIL
Pacific Green Technologies China Limited ("PGTC")	Wholly-owned subsidiary of PGTA

All inter-company balances and transactions have been eliminated.

(b) Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

F-4

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

2. Significant Accounting Policies (continued)

(b) Financial Instruments (continued)

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, VAT receivable, accounts receivable, amounts due from and to related parties, accounts payable and accrued liabilities, loan payable, convertible debentures, and note payable. With the exception of long-term note payable, the recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2016, on a recurring basis:

	Level 1 $		Level 2 $		Level 3 $
Cash		467,740		–		–
Derivative liabilities		–		620,125		–
Total		467,740		620,125		–

During the nine months ended December 31, 2016, the Company recognized a gain on change in fair value of derivative liabilities of $196,091 (December 31, 2015 - loss of $1,218,229).

(c) Property and Equipment

Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates:

Furniture and equipment	5 years straight-line
Leasehold improvements	3 years straight-line
Scrubber system	20 years straight-line

(d) Reclassifications

Certain of the figures presented for comparative purposes have been reclassified to conform to the presentation adopted in the current period.

(e) Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” ("ASU 2015-03"), which resulted in the reclassification of debt issuance costs from “Other Assets” to inclusion as a reduction of the debt balance. The Company adopted ASU 2015-03 during the three months ended June 30, 2016, with full retrospective application as required by the guidance. The application of this standard did not have a material impact on the Company's consolidated balance sheet or operations for any period presented.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-5

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

3. Property and Equipment

	Cost $		Accumulated amortization $		December 31, 2016 Net carrying value $		March 31, 2016 Net carrying value $
Furniture and equipment		4,155		208		3,947		–
Leasehold improvements		25,784		2,148		23,636		–
Scrubber system		817,529		–		817,529		–
Total		847,468		2,356		845,112		–

As at December 31, 2016, the Company has not recorded depreciation on the scrubber system as it is still being manufactured and has not been placed in use.

4. Intangible Assets

	Cost $		Accumulated amortization $			Impairment $			December 31, 2016 Net carrying value $		March 31, 2016 Net carrying value $
Patents and technical information		35,852,556		(3,685,605	)		(20,457,255	)		11,709,696		12,366,555

On May 17, 2013, the Company entered into an Assignment of Assets agreement with EnviroTechnologies, Inc. (“Enviro”), whereby the Company acquired various patents and technical information related to the manufacture of a wet scrubber for removing sulphur, other pollutants, and the particulate matter from diesel engine exhaust. In exchange for these assets, the Company waived all obligations owing to the Company as well as agreed to return a total of 88,876,443 of Enviro’s shares back to Enviro. The obligations waived consisted of $237,156 owing to the Company as well as $93,721 of debt owing to Pacific Green Group Limited (“PGG”), which was assigned to the Company. The Company entered into share exchange agreements with Enviro shareholders in which it issued shares of its common stock in exchange for shares of Enviro on a one-for-ten basis. The intangible assets acquired were recorded at cost and is being amortized using the straight-line method over the estimated useful life of 17 years.

5. Loan Payable

As at December 31, 2016, PGTIL, the Company’s wholly-owned subsidiary, owes $426,206 (£345,470) (March 31, 2016 - $625,574 (£435,000)) to a significant shareholder of the Company, which is non-interest bearing, unsecured, and due on demand.

6. Convertible Debentures

(a) On May 27, 2014, the Company issued a $200,000 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on May 27, 2015. Pursuant to the agreement, should any portion of the loan remain outstanding past maturity, the interest rate will increase to 15% per annum. The note is convertible into shares of common stock 180 days after the date of issuance (November 27, 2014) until maturity at a conversion rate of 75% of the average closing bid prices of the Company’s common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to the Company.

The Company analyzed the conversion option under ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”), and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $33,922. On November 27, 2014, the note became convertible resulting in the Company recording a derivative liability of $33,922 with a corresponding adjustment to loss on change in fair value of derivative liabilities. During the nine months ended December 31, 2016, the Company had accreted $nil (2015 - $12,820) of the debt discount to interest expense. On May 4, 2015, the Company issued 1,058,317 shares of common stock for the conversion of $200,000 of this debenture and $18,888 of accrued interest.

F-6

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

6. Convertible Debentures (continued)

(b) On June 12, 2014, the Company issued a $100,000 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on June 12, 2015. Pursuant to the agreement, should any portion of the loan remain outstanding past maturity, the interest rate will increase to 15% per annum. The note is convertible into shares of common stock 180 days after the date of issuance (December 12, 2014) until maturity at a conversion rate of 75% of the average closing bid prices of the Company’s common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to the Company.

The Company analyzed the conversion option under ASC 815, and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $9,793. On December 12, 2014, the note became convertible resulting in the Company recording a derivative liability of $9,793 with a corresponding adjustment to loss on change in fair value of derivative liabilities. During the nine months ended December 31, 2016, the Company had accreted $nil (2015 - $1,637) of the debt discount to interest expense. On May 13, 2015, the Company issued 459,418 shares of common stock for the conversion of $100,000 of this debenture and $7,796 of accrued interest.

(c) On November 10, 2015, the Company issued a $110,000 convertible debenture with a non-related party, in exchange for $100,000, net of $10,000 for legal fees which have been deferred and will be amortized over the term of the debenture. Under the terms of the debenture, the amount is unsecured, bears one-time guaranteed interest at 10%, and is due on November 10, 2016. The note is convertible into shares of common stock of the Company equal to the lower of: (a) $0.40 or (b) 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date of conversion. As at December 31, 2016, the Company recorded accrued interest of $14,025 (March 31, 2016 - $11,000), which has been included in accounts payable and accrued liabilities.

The Company analyzed the conversion option under ASC 815, and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $110,000. During the nine months ended December 31, 2016, the Company had accreted $105,018 (2015 - $1,426) of the debt discount to interest expense. As at December 31, 2016, the carrying value of the debenture was $110,000 (March 31, 2016 - $4,982) and the fair value of the derivative liability was $620,125 (March 31, 2016 - $816,216).

7. Derivative Liabilities

The Company records the fair value of the conversion price of the convertible debentures disclosed in Note 6 in accordance with ASC 815. The fair value of the derivative liabilities was calculated using a binomial option pricing model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the nine months ended December 31, 2016, the Company recorded a gain on the change in fair value of derivative liabilities of $196,091 (2015 - loss of $1,218,229). As at December 31, 2016, the Company recorded derivative liabilities of $620,125 (March 31, 2016 - $816,216).

The following inputs and assumptions were used to fair value the convertible debenture outstanding as at December 31 and March 31, 2016, assuming no expected dividends:

	November 10, 2015 Convertible Debenture
	As at December 31, 2016			As at March 31, 2016
Estimated common stock issuable upon extinguishment		310,063			302,500
Estimated exercise price per common share		0.40			0.40
Risk-free interest rate		0.5	%		0.1	%
Expected volatility		164	%		250	%
Expected life (in years)		0.25			0.61

F-7

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

7. Derivative Liabilities (continued)

A summary of the activity of the derivative liabilities is shown below:

	$
Balance, March 31, 2016		816,216
Mark-to-market adjustment		(196,091	)
Balance, December 31, 2016		620,125

8. Note Payable

	December 31, 2016 $			March 31, 2016 $
Opening balance		4,786,493			4,479,852
Accretion of unamortized discount		141,416			306,641
Ending balance		4,927,909			4,786,493
Less: current portion		(4,927,909	)		(3,967,000	)
Long-term portion		–			819,493

The principal repayments of the note payable are as follows:

	$
Due on demand		4,000,000
June 12, 2017		1,000,000
		5,000,000

On June 14, 2012, the Company entered into an Assignment and Share Transfer Agreement with PGG, a company controlled by a shareholder of the Company who has a significant influence on the Company’s operations, concerning the assignment of the Representation Agreement entered between PGG and Enviro and the purchase of 100% of the issued and outstanding common shares of PGT Limited, a subsidiary of PGG, in exchange for an aggregate of 5,000,000 shares of common stock as well as a $5,000,000 promissory note.

The note payable will be repaid in instalments of $1,000,000 on the anniversary of the agreement beginning on June 12, 2013 with the income earned under the terms of the Representation Agreement. If the Company is unable to meet the repayment schedule, PGG will have the option to either roll over any unpaid portion to the following payment date or to convert the outstanding amount into shares of the Company’s stock. The note had been discounted at a market rate of 18% to arrive at the net present value of $3,127,171 as at June 12, 2012. The note is unsecured and cannot itself be used by PGG to cause the Company to become insolvent. During the nine months ended December 31, 2016, the Company recorded imputed interest of $675,000 (2015 - $675,000), at a rate of 18% per annum, which has been included in additional paid-in capital.

9. Related Party Transactions

(a) As at December 31, 2016, the Company was owed $37,195 (March 31, 2016 - $38,506) from a company controlled by a shareholder of the Company who has a significant influence on the Company's operations. The amounts owed are unsecured, non-interest bearing, and due on demand.

(b) As at December 31, 2016, the Company was owed $nil (March 31, 2016 – $11,257) from a director of the Company. The amounts owed are unsecured, non-interest bearing, and due on demand.

(c) As at December 31, 2016, the Company was owed $24,987 (March 31, 2016 - $984) from a shareholder of the Company who has a significant influence in the Company's operations. The amounts owed are unsecured, non-interest bearing, and due on demand.

F-8

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

9. Related Party Transactions (continued)

(d) As at December 31, 2016, the Company owed $3,989,741 (March 31, 2016 – $4,862,555) to a company controlled by a shareholder of the Company who has a significant influence on the Company's operations. The amounts owing are unsecured, non-interest bearing, and due on demand. On July 20, 2015, the Company entered into a conversion agreement with this company, whereby up to $1,000,000 in outstanding amounts may be converted at a rate of $0.70 per share for a 12 month period between July 20, 2016 and July 20, 2017. The Company determined that the convertible debt contained no embedded beneficial conversion feature as the conversion price was the same as the fair market value of the Company’s common stock on the date of issuance.

(e) As at December 31, 2016, the Company owed $nil (March 31, 2016 – $38,430) to a shareholder of the Company who has a significant influence on the Company's operations. Of this amount, $nil (March 31, 2016 - $20,765) is unsecured, bears interest at the US Bank Prime Rate plus 4%, and is due on demand. The remainder of the amount owing is unsecured, non-interest bearing, and due on demand.

(f) As at December 31, 2016, the Company owed $159,857 (March 31, 2016 – $124,264) to directors of the Company, of which $9,870 (March 31, 2016 - $nil) was recorded in accounts payable and accrued liabilities. The amounts owing are unsecured, non-interest bearing, and due on demand.

(g) During the nine months ended December 31, 2016, the Company incurred $180,000 (2015 – $180,000) in consulting fees to a company controlled by a shareholder of the Company who has a significant influence on the Company's operations.

(h) During the nine months ended December 31, 2016, the Company incurred $186,080 (2015 – $7,563) in consulting fees to companies controlled by directors of the Company.

(i) During the nine months ended December 31, 2016, the Company incurred $nil (2015 - $75,632) in consulting fees to a director of the Company.

10. Common Stock

(a) On April 30, 2016, the Company issued 246,667 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $370,000.

(b) On May 19, 2016, the Company issued 150,000 shares of common stock to a director of the Company relating to a non-brokered private placement at a price of $1.00 per share for proceeds of $150,000, which was recorded as common stock issuable as at March 31, 2016.

(c) On May 21, 2016, the Company issued 97,334 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $146,000.

(d) On May 24, 2016, the Company issued 161,667 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $242,500.

(e) On July 12, 2016, the Company issued 98,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $147,000.

(f) On July 14, 2016, the Company issued 50,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $75,000.

(g) On September 12, 2016, the Company issued 33,333 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $50,000.

(h) On October 27, 2016, the Company issued 85,714 shares of common stock relating to a non-brokered private placement at a price of $1.75 per share for proceeds of $150,000.

(i) On December 21, 2016, the Company issued 11,765 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $20,000, which has been recorded as share subscription receivable as at December 31, 2016.  Refer to Note 15(c).

(j) On December 22, 2016, the Company issued 265,296 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $451,003, of which $301,003 has been recorded as share subscription receivable as at December 31, 2016. Refer to Notes 15(c), (d), (e), (f), and (g).

(k) On December 23, 2016, the Company issued 1,000,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $1,500,000.

F-9

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

10. Common Stock (continued)

(l) On December 31, 2016, the Company issued 1,000,000 units relating to a non-brokered private placement at a price of $1.50 per unit for proceeds of $1,000,000, of which $400,000 has been recorded as share subscription receivable as at December 31, 2016. Each unit consists of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year, and one share purchase warrant exercisable at $1.50 per share for a term of two years. Refer to Notes 15(g) and (i).

11. Share Purchase Warrants

	Number of warrants		Weighted average exercise price $
Balance, March 31, 2016		934,963		0.001
Issued		1,333,334		1.50
Balance, December 31, 2016		2,268,297		0.88

As at December 31, 2016, the following share purchase warrants were outstanding:

Number of warrants outstanding		Exercise price $		Expiry date
	934,963		0.001	January 8, 2018
	666,667		1.50	December 23, 2017
	666,667		1.50	December 23, 2018
	2,268,297

12. Stock Options

The following table summarizes the continuity of stock options:

	Number of options			Weighted average exercise price $		Weighted average remaining contractual life (years)		Aggregate intrinsic value $
Balance, March 31, 2016		1,529,167			1.15		0.7		2,833,876
Expired		(1,166,667	)		1.50
Balance, December 31, 2016		362,500			0.01		1.5		866,375

Additional information regarding stock options outstanding as at December 31, 2016 is as follows:

	Outstanding and exercisable
Range of exercise prices $	Number of shares	Weighted average remaining contractual life (years)	Weighted average exercise price $
0.01	362,500	1.5	0.01

13. Segmented Information

The Company is located and operates in the US and its subsidiaries are primarily located and operating in the United Kingdom and China. The Company's scrubber system is located in China while all other non-current assets are located in the US.

F-10

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

13. Segmented Information (continued)

	December 31, 2016
	United States $		China $		Total $
Property and equipment		27,583		817,529		845,112
Intangible assets		11,709,696		–		11,709,696
Total non-current assets		11,737,279		817,529		12,554,808

14. Commitments

(a) On May 1, 2010, the Company entered into consulting agreements with Sichel Limited (“Sichel”), the parent company of PGG. Sichel will assist the Company in developing commercial agreements for green technology and the building of an international distribution centre. Effective December 31, 2013, this consulting agreement was assigned to Pacific Green Development Ltd., a company controlled by a shareholder of the Company who has a significant influence in the Company's operations. The agreement shall continue for four years with consideration as follows:

i) Stock consideration to PGG or to any third party as directed by PGG of 5,000 ordinary shares of common stock of the Company upon signing of the agreement, which have been waived by PGG;

ii) Monthly consultancy fees of $20,000 are to be paid within fourteen days of each month-end. If the Company is unable to pay this fee, then PGG has the option to elect to be paid 5,000 shares of common stock of the Company in lieu of cash;

iii) Sales commission of 10% of sales value excluding shipping and local sales taxes; and

iv) Finance commission of 10% of net proceeds of any funds raised by way of issued of stock, debt or convertible note after any brokers commission as introduced by PGG.

(b) On May 15, 2013, the Company entered into an acquisition agreement to acquire 100% of the issued and outstanding shares of PGTIL. PGTIL plans to develop a biomass power plant facility. As part of the acquisition agreement, the Company is required to issue $3,000,000 payable in shares of common stock in the event of PGTIL either purchasing the property or securing a lease permitting PGTIL to operate a biomass power plant facility. The Company is also required to issue $33,000,000 payable in shares of common stock in the event of PGTIL securing sufficient financing for the construction of the facility.

(c) On November 17, 2015, PGTC entered into a commercial joint venture agreement (the “Agreement”) with a non-related party (the "Supplier") wherein the Supplier would receive and process orders, manufacture, and install products for the Company's customers. In return, the Company agreed to design the product and provide a technology license and technical support (the "Technology") to the Supplier. During the term of the Agreement, the Company will provide the Supplier with a non-transferrable right and license to use the Technology to manufacture and install the product within the Peoples’ Republic of China.

Upon receiving each order from the Company, the Supplier and the Company shall submit to each other the respective estimated budgets. For each project, after receipt of the revenue from the relevant customer, the expenses of the Company and the Supplier shall be deducted and reimbursed from the revenue proportionally. The parties have agreed to share the gross profits at an even split of 50% each.

(d) On August 4, 2016, the Company entered into a three year lease agreement commencing November 15, 2016. The minimum lease payments over the remaining term of the lease are as follows:

Fiscal Year	$
2017		14,148
2018		58,431
2019		61,229
2020		39,339
		173,147

F-11

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

14. Commitments (continued)

(e) On August 31, 2016, the Company entered into a six month marketing agent agreement with an unrelated party (the “Agent”) effective September 1, 2016, to appoint the Agent as the Company’s marketing representative for introducing products to appropriate parties in India. Consideration for the Agent’s services are as follows:

i) Monthly fees of $3,615 (AU$5,000) per month from September 1, 2016 for the duration of the term plus travel and entertainment expenses

ii) A payment of $72,300 (AU$100,000) upon signing of a joint venture agreement between the Company and an Indian customer able to distribute, manufacture and sell the products in India. Additionally, upon signing of a joint venture agreement, the Company will grant options to purchase 100,000 shares of common stock of the Company at a 20% discount to the price at the time of the signing of a joint venture agreement, exercisable within 24 months

iii) 10% of net revenue received by the Company in the 12 months period following the signing of the joint venture agreement and 5% of net revenue received by the Company in the 12 months following the initial 12 month period

iv) A commission equal to 3% of the net revenue actually collected for the sale of the products to any client outside of the Indian joint venture agreement

v) 5% of any funds received from equity investors in the Company’s common stock following a direct introduction from the Agent for the first $2.5 million raised and 3% thereafter up to a maximum of $25 million raised

(f)	On September 22, 2016, PGTC entered into a one year research and development agreement with a non-related party to conduct testing on the scrubber system after it is installed and accepted by a customer in Yancheng, China. Pursuant to the agreement, PGTC will pay $160,198 (RMB1,050,000) to the non-related party on each of the three- and six-month anniversaries from the date of acceptance of the system.
(g)	On October 20, 2016 the Company entered into a Products and Services Purchase Agreement with a non-related party to purchase all the components required to complete an flue gas desulphurization system in consideration for a total purchase price of $1,083,000 (RMB7,506,568). Pursuant to the agreement, 30% of the purchase price is payable upon execution of the agreement, 20% upon final inspection, 40% upon delivery, and 10% within 14 days following installation and commissioning.
(h)	On November 19, 2016, the Company entered into an agreement with a non-related party for professional engineering and design services for the Company’s emission control systems. Pursuant to the agreement the Company shall pay $31,500 to the consultant on or before December 31, 2016, and a cash bonus of $20,000 to the Professional Chief Engineer of the consultant for the successful performance of the high sulphur test conducted at the joint venture project delivered by the Company and the non-related party.
(i)	On December 5, 2016, the Company entered into a three month consulting agreement with a consultant who will provide strategic consulting in the areas of investor relations, public relations, and marketing for the Company for $10,000.

15. Subsequent Events

(a)	On January 1, 2017, PGTC entered into a one year tooling development agreement with a non-related party to begin tooling for pending projects in advance of orders to facilitate shorter delivery times. Pursuant to the agreement, PGTC will pay $160,198 (RBM1,050,000), on the 12-month anniversary of the acceptance of the system.
(b)	On January 1, 2017, PGTC entered into a nine month sales and marketing agreement with a non-related party to conduct sales and marketing services for the scrubber system in China. Pursuant to the agreement, PGTC will pay $160,198 (RBM1,050,000), on the nine-month anniversary of the acceptance of the system.
(c)	On January 3, 2017, the Company received share subscription proceeds of $120,002 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Notes 10(i) and (j).
(d)	On January 4, 2017, the Company received share subscription proceeds of $100,001 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).
(e)	On January 5, 2017, the Company received share subscription proceeds of $51,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).

F-12

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2016

(Expressed in U.S. Dollars)

(unaudited)

15. Subsequent Events (continued)

(f)	On January 17, 2017, the Company received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).
(g)	On January 18, 2017, the Company received share subscription proceeds of $200,000 for units at a price of $1.50 per unit relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(l). Each unit consisted of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year and one share purchase warrant exercisable at $1.50 per share for a term of two years.
(h)	On January 20, 2017, the Company received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).
(i)	On January 27, 2017, the Company received share subscription proceeds of $200,000 for units at a price of $1.50 per unit relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(l). Each unit consisted of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year and one share purchase warrant exercisable at $1.50 per share for a term of two years.

F-13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Our unaudited consolidated financial statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Pacific Green Technologies Inc., a Delaware corporation, and our wholly owned subsidiaries, Pacific Green Technologies Limited, a United Kingdom corporation, Pacific Green Energy Parks Limited, a British Virgin Islands corporation, and its wholly owned subsidiary, Energy Park Sutton Bridge, a United Kingdom corporation, unless otherwise indicated.

Corporate History

Our company was incorporated in Delaware on March 10, 1994, under the name of Beta Acquisition Corp. In September 1995, we changed our name to In-Sports International, Inc. In August 2002, we changed our name from In-Sports International, Inc. to ECash, Inc. In 2007, due to limited financial resources, we discontinued our operations. Over the course of the last five years, we have sought new business opportunities.

On June 13, 2012, we changed our name to Pacific Green Technologies Inc. and effected a reverse split of our common stock following which we had 27,002 shares of common stock outstanding with $0.001 par value.

Effective December 4, 2012, we filed with the Delaware Secretary of State a Certificate of Amendment of Certificate of Incorporation, wherein we increased our authorized share capital to 510,000,000 shares of stock as follows:

● 500,000,000 shares of common stock with a par value of $0.001; and

● 10,000,000 shares of preferred stock with a par value of $0.001.

The increase of authorized capital was approved by our board of directors on July 1, 2012 and by a majority of our stockholders by a resolution dated July 1, 2012.

Effective November 1, 2016, Mr. Jordan Starkman resigned as a Director and, if any, from all offices of our company. Mr. Starkman’s resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. Our board of directors now consists of Andrew Jolly, Alexander Shead and Neil Carmichael.

3

Historical Business Overview

On May 1, 2010 we entered into a consulting agreement with Sichel Limited. Sichel has investigated new opportunities for us and has subscribed for new shares of our company’s common stock. The consulting agreement entitles Sichel to $20,000 per calendar month. With an effective date of March 31, 2013, the consulting agreement, along with all amounts owed to Sichel, were assigned to Pacific Green Group Limited (“PGG”). As at December 31, 2014, we owed Sichel $nil and we owed PGG $5,223,110. Pursuant to the terms of the consulting agreement, if we are unable to pay the monthly consulting fee, PGG may elect to be paid in shares of stock, and if we are unable to make payments for more than six months in any 12 month period, PGG has the right to appoint an officer or director to the board, which right has not been exercised at this time.

New Strategy

Management, assisted by PGG, has identified an opportunity to build a business focused on marketing, developing and acquiring technologies designed to improve the environment by reducing pollution. To this end we entered into and closed an assignment and share transfer agreement, on June 14, 2012, for the assignment of a representation agreement and the acquisition of a company involved in the environmental technology industry.

The assignment and share transfer agreement provided for the acquisition of 100% of the issued and outstanding shares of Pacific Green Technologies Limited, formerly PGG’s subsidiary in the United Kingdom. Additionally, PGG assigned to our company a ten year exclusive worldwide representation agreement with EnviroTechnologies Inc., (formerly EnviroResolutions, Inc.), a Delaware corporation, to market and sell EnviroTechnologies’ current and future environmental technologies. The representation agreement entitles PGG to a commission of 20% of all sales (net of taxes) generated by EnviroTechnologies. Pursuant to the terms of the assignment and share transfer agreement, all rights and obligations under the representation agreement have been transferred to our company. We currently anticipate that sales under the representation agreement will be our sole source of revenue for the foreseeable future. We had intended to complete an acquisition of EnviroTechnologies, as this would have been a logical step in our development. However, as discussed herein, we have settled with EnviroTechnologies as an alternative.

Both Sichel and PGG are wholly owned subsidiaries of the Hookipia Trust. PGG’s wholly owned subsidiary was Pacific Green Technologies Limited. As a result, we acquired Pacific Green Technologies Limited from PGG. Sichel is a significant shareholder of our company and also provides us with consulting services. The sole director of Sichel is also the sole director of PGG. Further, PGG is a significant shareholder of EnviroTechnologies.

The assignment and share transfer agreement closed on June 14, 2012 via the issuance of 5,000,000 shares of our common stock as well as a $5,000,000 promissory note to PGG. We have consequently undertaken the operations of Pacific Green Technologies Limited and PGG’s obligations under the representation agreement.

Full consideration contemplated by the assignment and share transfer agreement was $25,000,000 satisfied through the issue of 5,000,000 new shares of our common stock at a price of $4 per share with the balance of $5,000,000 structured as a promissory note over the next five years as follows:

● June 12, 2013, $1,000,000 (which remains outstanding and has been rolled over to the following payment date);

● June 12, 2014, $1,000,000 (which remains outstanding and has been rolled over to the following payment date);

● June 12, 2015, $1,000,000 (which remains outstanding and has been rolled over to the following payment date);

● June 12, 2016, $1,000,000 (which remains outstanding and has been rolled over to the following payment date); and

● June 12, 2017, $1,000,000.

4

Under the terms of the promissory note, the loan repayments specified above shall not exceed the amount we earn under the terms of the representation agreement. If we are unable to meet the repayment schedule set out above, PGG will have the option to either roll over any unpaid portion to the following payment date or to convert the outstanding amount into new shares of our common stock. However, the entire amount of the promissory note is due upon the maturity date on the fifth anniversary. The promissory note is unsecured.

The total consideration of $25,000,000 was a purchase price not determined under U.S. GAAP, and both the $25,000,000 total price and the deemed price of $4 per share does not represent the fair value of the stock issued or a value used in accounting for the acquisition. The number of shares issued and the terms of the promissory note were negotiated between the parties and are intended to represent full consideration for the acquisition of Pacific Green Technologies Limited and the representation agreement.

Other Business Matters

Effective December 18, 2012, we entered into a non-executive director agreement with Dr. Neil Carmichael, wherein Dr. Carmichael will receive compensation of $1,000 per year for the term of the agreement and was granted options to purchase up to 62,500 shares of common stock at an exercise price of $0.01 per share of common stock. The options will terminate the earlier of 24 months, or upon the termination of the agreement and Dr. Carmichael’s engagement with our company. The director agreement and related options are in the process of being renewed. As of the date of this quarterly report, the options issued to Dr. Carmichael have not been exercised.

On April 3, 2013, we entered into and closed a share exchange agreement with certain shareholders of EnviroTechnologies. Pursuant to the terms of the share exchange agreement, we agreed to acquire 17,653,872 issued and outstanding common shares of EnviroTechnologies from the shareholders in exchange for the issuance of 1,765,395 shares of the common stock of our company. We issued an aggregate of 1,765,395 common shares to 47 shareholders.

On April 25, 2013, we entered into and closed share exchange agreements with certain shareholders of EnviroTechnologies. Pursuant to the terms of the share exchange agreement, we agreed to acquire 6,682,357 issued and outstanding common shares of EnviroTechnologies from the shareholders in exchange for the issuance of 668,238 shares of common stock of our company. We issued an aggregate of 668,238 common shares to 20 shareholders.

On May 15, 2013, we entered into and closed a stock purchase agreement with all five of the shareholders of Pacific Green Energy Parks Limited (“PGEP”), a company incorporated in the British Virgin Islands. PGEP is the sole shareholder of Energy Park Sutton Bridge Limited, a company incorporated in the United Kingdom. PGEP is developing a biomass power plant facility and holds an option to purchase the real property upon which the facility will be built.

Pursuant to the stock purchase agreement, we agreed to acquire all of the 1,752 issued and outstanding common shares of PGEP from the shareholders in exchange for:

1.	a payment of $100 upon execution of the stock purchase agreement, which has been paid by us;
2.	$14,000,000 paid in common shares in our capital stock at a deemed price at the lower of $4 per share or the average closing price per share of our capital stock in the ten trading days immediately preceding the date of closing of the stock purchase agreement, which have been issued by us;
3.	$3,000,000 payable in common shares of our capital stock at a deemed price at the lower of $4 per share or the average closing price per share of our capital stock in the ten trading days immediately preceding the date upon which PGEP either purchases the property or secures a lease permitting PGEP to operate the facility on the property, which has not yet occurred; and
4.	subject to leasing or purchasing the property and PGEP securing sufficient financing for the construction of the facility, $33,000,000 payable in common shares of our capital stock at a deemed price at the lower of $4 per share or the average closing price per share of our capital stock in the ten trading days immediately preceding the date that PGEP secures sufficient financing for the construction of the facility, which has not yet occurred.

5

All consideration from our company to the shareholders has been and will be issued on a pro-rata, pari-passu basis in proportion to the respective number of shares of PGEP sold by each respective shareholder. On May 15, 2013, pursuant to the stock purchase agreement, we issued an aggregate of 3,500,000 common shares, at an agreed upon deemed price of $4 per share, to the five shareholders.

Pacific Green Energy Parks Limited and its wholly owned subsidiary, Energy Park Sutton Bridge, are now subsidiaries of our company.

On May 17, 2013, we entered into a debt settlement agreement with EnviroTechnologies and EnviroResolutions (collectively, the “Debtors”). Pursuant to the terms of the debt settlement agreement, we agreed to release and waive all obligations of the Debtors to repay debts, in the aggregate of $293,406 and CAD$38,079, to us and agreed to return an aggregate of 88,876,443 common shares of EnviroTechnologies to EnviroResolutions. The 88,876,443 common shares of EnviroTechnologies were returned as of June 30, 2016. As consideration for this release and waiver and return of shares, the Debtors agreed to transfer all rights, interests and title to certain intellectual property, the physical embodiments of such intellectual property, and to the supplemental agreement dated March 5, 2013 among EnviroResolutions, PREL and Green Energy Parks Limited (“GEPL”) (collectively, the “Debtors’ Assets”).

The Debtors’ Assets include the intellectual property rights throughout most of the world for the ENVI-Clean™ system, the ENVI-Pure™ system and the ENVI-SEA™ scrubber. The ENVI-Clean™ system removes most of the sulphur dioxide, particulate matter, greenhouse gases and other hazardous air pollutants from the flue gases produced by the combustion of coal, biomass, municipal solid waste, diesel and other fuels. The ENVI-Pure™ emission system combines the ENVI-Clean™ highly effective patent-pending wet scrubbing technology with an innovative wet electrostatic precipitator and a granular activated carbon adsorber to remove particulate matter, acid gases, regulated metals, dioxins and VOCs from the flue gas to levels significantly below those required by strictest international regulations. The ENVI-SEA™ scrubber can be applied to diesel exhaust emissions that require sulphur and particulate matter abatement. Using seawater on a single-pass basis as the scrubbing fluid in combination with its patent pending scrubbing head will provide a highly interactive zone of turbulent mixing for absorption of SO₂, particulate matter and other pollutants from the engine’s exhaust.

The following is a brief description of further terms and conditions of the debt settlement agreement that are material to our company:

1.	We pay 25% of all funds, if any, received under the supplemental agreement to the Debtors within 14 days upon receipt of funds, if any, pursuant to the supplemental agreement;
2.	We enter into definitive agreements with the Debtors to:

a.	license the Debtors’ Assets back to the Debtors, under arm’s length commercial terms, for use in the USA and Canada, with the exception of NRG Energy, Inc. and Edison Mission and affiliates; and
b.	have the Debtors provide engineering services to us on terms to be agreed upon, acting reasonably;

3.	The Debtors pay pro-rata any third party broker fees and legal fees, if any, that are subsequent costs associated with the Supplemental Agreement; and
4.	the Debtors retain possession of, yet make a pilot-scale scrubber available for rental to our company at a nominal cost.

On June 11, 2013, we submitted 24,336,229 common shares of EnviroTechnologies to EnviroTechnologies for cancellation pursuant to our debt settlement agreement with EnviroTechnologies and EnviroResolutions dated May 17, 2013.

6

Pursuant to a debt settlement agreement dated May 17, 2013 among our company, EnviroTechnologies and EnviroResolutions, on November 22, 2013, our company was transferred a 40% shareholding in PREL by GEPL (who had, prior to this transfer, held all the issued and outstanding shares of PREL). PREL is a limited liability company incorporated under the laws of the United Kingdom.

PREL was incorporated by GEPL to develop a 79MWe waste to energy power station at Peterborough, United Kingdom (the “Peterborough Plant”). The Peterborough Plant has full planning permission at 79MWe and environmental agency permits. It is understood that the Peterborough Plant will be built in two stages at a total capital cost of approximately GBP£500 million (approximately US$824,534,442). As of May 17, 2013, PREL owned 20% of Energy Park Investments Limited, the holding company that is currently intended to finance the development of the Peterborough Plant in turn through its wholly owned operating subsidiary Energy Park Peterborough Limited.

On June 17, 2013, we entered into and closed share exchange agreements with certain shareholders of EnviroTechnologies. Pursuant to the terms of the share exchange agreements we acquired 8,061,286 issued and outstanding common shares of EnviroTechnologies from the shareholders in exchange for the issuance of 806,132 shares of common stock of our company. We issued as aggregate of 806,132 shares of common stock to 19 shareholders

On August 6, 2013, we entered into two share exchange agreements with two shareholders of EnviroTechnologies. Pursuant to the terms of the agreements, we acquired 440,000 issued and outstanding common shares of EnviroTechnologies from one shareholder in exchange for shares of common stock of our company on a 1 for 10 basis. Pursuant to the terms of the other agreement, we acquired 600,000 issued and outstanding common shares of EnviroTechnologies from one shareholder in exchange for shares of common stock of our company on a 1 for 15 basis.

On August 27, 2013, we entered into share exchange agreements with certain shareholders of EnviroTechnologies. Pursuant to the terms of the agreements, we acquired 32,463,489 issued and outstanding common shares of EnviroTechnologies from the shareholders in exchange for shares of common stock of our company on a 1 for 10 basis.

On September 13, 2013, we submitted 41,564,775 common shares of EnviroTechnologies to EnviroTechnologies for cancellation pursuant to our debt settlement agreement with EnviroTechnologies and EnviroResolutions dated May 17, 2013.

On September 26, 2013, we entered into an agreement with Andrew Jolly, wherein Dr. Jolly agreed to serve as a director of our company. Pursuant to the agreement, our company is to compensate Dr. Jolly for serving as a director of our company at GBP£2,000 (approximately $3,235) per calendar month. Effective October 1, 2013, we appointed Dr. Jolly as a director of our company. Effective September 1, 2014, the monthly fee for Mr. Jolly was reduced to GBP£1,000 (approximately $1,617).

On October 11, 2013, we entered into share exchange agreements with certain shareholders of EnviroTechnologies. Pursuant to the terms of the agreements, we agreed to acquire 674,107 issued and outstanding common shares of EnviroTechnologies from the shareholders in exchange for shares of common stock of our company on a 1 for 10 basis.

On December 18, 2013, we announced that our company engaged BlueMount Capital to spearhead the development of its proprietary emission control technologies, ENVI-Clean™ and ENVI-Pure™, in the People’s Republic of China (“PRC”). In addition to corporate finance advisory services both within and outside China, BlueMount offers a tailored service to clients wishing to enter the PRC market with a particular emphasis on companies that own proprietary technology, intellectual property and expertise. To that end, BlueMount provides a comprehensive suite of services to enhance the effectiveness and long-term sustainability of foreign brands entering the PRC market via: Our company’s strategic objective is to establish an operating presence in China with established local partners and rapidly rollout its technologies.

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On December 27, 2013, we entered into and closed share exchange agreements with certain shareholders of EnviroTechnologies. Pursuant to the terms of the share exchange agreements, we acquired 130,000 issued and outstanding common shares of EnviroTechnologies from the shareholders in exchange for shares of common stock of our company on a 1 for 10 basis. On December 27, 2013, we issued an aggregate of 13,000 common shares to the shareholders of EnviroTechnologies.

On January 27, 2014, we entered into an agreement with Pöyry Management Consulting (UK) Limited. Pursuant to the agreement, Pöyry is to provide consulting services to us. Our company has agreed to compensate Pöyry a minimum of £5,000 (approximately $ 8,293) as consulting fees for the first year of the agreement and a variable hourly rate as set out in the agreement.

On May 27, 2014, we entered into a $200,000 convertible debenture with Intrawest Overseas Limited. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on May 27, 2015. Pursuant to the agreement, should any portion of loan remain outstanding past maturity the interest will increase to 15% per annum. The note is convertible into shares of common stock 180 days after the date of issuance (November 27, 2014) until maturity at a conversion rate of 75% of the average offer price of our company’s common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to our company.

Our company analyzed the conversion option under ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, our company recognized the intrinsic value of the embedded beneficial conversion feature of $33,922. On November 27, 2014, the note became convertible resulting in our company recording a derivative liability of $33,922 with a corresponding adjustment to loss on change in fair value of derivative liabilities.

On June 12, 2014, we entered into a $100,000 convertible debenture with Gerstle Consulting Pty Limited. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on June 12, 2015. Pursuant to the agreement, should any portion of loan remain outstanding past maturity the interest will increase to 15% per annum. The note is convertible into shares of common stock 180 days after the date of issuance (December 12, 2014) until maturity at a conversion rate of 75% of the average closing bid prices of our company’s common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to our company.

Our company analyzed the conversion option under ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, our company recognized the intrinsic value of the embedded beneficial conversion feature of $9,793. On December 12, 2014, the note became convertible resulting in our company recording a derivative liability of $9,793 with a corresponding adjustment to loss on change in fair value of derivative liabilities.

On June 30, 2015, through our wholly owned subsidiary, Pacific Green Energy Parks Limited, we purchased all of the issued and outstanding shares in Pacific Green Technologies Asia Limited for $1.00 from Alexander Shead.

We entered into an agreement dated July 20, 2015 with Mr. Alexander Shead. Pursuant to this agreement, Mr. Shead has agreed to serve as a director of our company. As a director of our company, Mr. Shead shall be compensated $1,000 for every calendar month of the term of the agreement. The term of the agreement is for 12 months. On July 20, 2015, we appointed Mr. Shead as a director of our company.

On September 22, 2015, our company entered into a consulting agreement (the “Agreement”) with Midam Ventures, LLC (“Midam”) wherein Midam will provide investor relations and business advisory services to us from September 23, 2015 to March 23, 2016. Any compensation described in the Agreement shall be deemed earned and vested by Midam even in the case of early termination of the Agreement.

Pursuant to the terms of the Agreement, we will to pay $30,000 in cash and 200,000 common restricted shares of our company to Midam. Effective October 20, 2015, we issued all of the shares pursuant to an exemption from registration relying on the provisions of Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.

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On October 24, 2015, our company entered into a marketing and consulting agreement with Red Rock Marketing Media, Inc. (“Red Rock”) wherein Red Rock will provide investor relations and business advisory services to us for a period of 40 business days starting on or before the 10 business days after Red Rock receives compensation from our company. Pursuant to the terms of the Agreement, we will to pay $100,000 in cash by October 29, 2015.

On October 27, 2015, our company entered into a loan agreement with a significant shareholder for proceeds of approximately $4,231. The loan is unsecured, bears an interest rate of US Prime Rate plus 4%, and is due on demand.

On November 10, 2015, we issued a convertible note (the “Note”) to Tangiers Investment Group, LLC (“Tangiers”) in exchange for an aggregate of $100,000 from Tangiers. The Note is for the aggregate sum of $110,000 with 10% interest as an original issue discount and convertible into our common shares of (the “Shares”) at a price of equal to the lower of: (a) $.40 per common share of our company or (b) 60% of the lowest trading price of our common stock during the 20 consecutive trading days prior to the date on which the holder of the Note elects to convert all or part of the Note.

On November 17, 2015, Pacific Green Technologies China Limited, a wholly-owned subsidiary of our company, entered into a commercial joint venture agreement with PowerChina SPEM Company Limited (“PowerChina”) wherein PowerChina would receive and process orders from our company for customers, and manufacture and install products as an engineering procurement construction process. In return, our company agreed to design the product and provide a technology license and technical supports to PowerChina. During the Agreement, we will provide PowerChina with a non-transferrable right and license to use Technology to manufacture and install our product within the Peoples’ Republic of China.

Upon receiving each order from us, PowerChina and we shall submit to each other the respective estimated budgets. For each project, after receipt of the revenue from the relevant customer, the budgets of our company and PowerChina shall be deducted and reimbursed from the revenue proportionally. We have agreed to share the gross profit pursuant to an even split of 50% to PowerChina and 50% to our company.

 Recent Developments and Transactions

On July 12, 2016, we issued 98,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $147,000.

On July 14, 2016, we issued 50,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $75,000.

On August 4, 2016, we entered into a three year lease agreement commencing November 15, 2016. The minimum lease payments over the term of the lease are as follows:

Year	$
2016		7,389
2017		57,740
2018		60,539
2019		54,868
		180,536

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On August 31, 2016, we entered into a six month marketing agent agreement with an unrelated party (the “Agent”) effective September 1, 2016, to appoint the Agent as the Company’s marketing representative for introducing products to appropriate parties in India. Consideration for the Agent’s services are as follows:

i) Monthly fees of $3,615 (AU$5,000) per month from September 1, 2016 for the duration of the term plus travel and entertainment expenses

ii) A payment of $72,300 (AU$100,000) upon signing of a joint venture agreement between the Company and an Indian customer able to distribute, manufacture and sell the products in India. Additionally, upon signing of a joint venture agreement, the Company will grant options to purchase 100,000 common shares of the Company at a 20% discount to the price at the time of the signing of a joint venture agreement, exercisable within 24 months

iii) 10% of net revenue received by the Company in the 12 months period following the signing of the joint venture agreement and 5% of net revenue received by the Company in the 12 months following the initial 12 month period

iv) A commission equal to 3% of the net revenue actually collected for the sale of the products to any client outside of the Indian joint venture agreement

v) 5% of any funds received from equity investors in the Company’s common stock following a direct introduction from the Agent for the first $2.5 million raised and 3% thereafter up to a maximum of $25 million raised

On September 12, 2016, the Company issued 33,333 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $50,000.

On August 31, 2016, through our wholly owned subsidiary Pacific Green Technologies Marine Limited, we entered into a Heads of Agreement with Union Maritime Limited, and its subsidiary, UML Westminster Limited, pursuant to which we have agreement to supply UML Westminster with our Envi-Marine^TM Sulphur removal system, beginning with one candidate test system and, subject to performance testing, up to ten additional units. Upon confirmation that the system meets regulated performance standards, UML Westminster has agreed to lease the system for a total sum of $1,995,000 to be paid in variable installments through each operating quarter until the fee has been paid in full. UML Westminster shall also have the right to purchase each system outright during the three years following acceptance of the system at a discount of $80,000 from the balance of the lease payment, or during the fourth and subsequent years following acceptance of the system at a discount of $40,000 from the balance of the lease payment.   

On September 22, 2016, through our wholly owned subsidiary Pacific Green Technologies China Limited, we entered into a Research and Development Agreement with POWERCHINA SPEM Limited Company pursuant to which have agreed to implement with POWERCHINA SPEM and quality assurance program in relation to the ENVI-Clean^TM system being installed at the Lianxin Steel Group Plant located in Yancheng China. We have agreed to pay RMB 1,050,000 in consideration of POWERCHINA SPEMs services to be paid in two installments of $160,198 payable within 3 months and 6 months, respectively, following the date of acceptance of the ENVI-Clean^TM system at the Lianxin Steel Group Plant. The term of the agreement is one year following the date of acceptance of the ENVI-CleanTM system at the Lianxin Steel Group Plant.

On October 20, 2016 we entered into a Products and Services Purchase Agreement with POWERCHINA SPEM Company Limited pursuant to which we have agreed to purchase from POWERCHINA SPEM all the components required to complete an ENVI-Marine^TM Flue Gas Desulphurization system in consideration for a total purchase price of RMB 7,506,568 ($1,083,000). 30% of the purchase price is payable upon execution of the agreement, 20% upon final inspection, 40% upon delivery, and 10% within 14 days following installation and commissioning.   

On October 27, 2016, we issued 85,714 shares of common stock relating to a non-brokered private placement at a price of $1.75 per share for proceeds of $150,000.

On November 19, 2016, together with our wholly owned subsidiary Pacific Green Technologies China Limited, we entered into a Consulting Agreement with POWERCHINA SPEM Limited Company pursuant to which we have engaged the emission control system engineering and design services of Mr. Li Xionghao. In consideration of the services we have agreed to pay US$31,500 to POWERCHINA SPEM on or before December 31, 2016, and a cash bonus of $20,000 to Mr. Li upon successful performance of a high Sulphur test conducted at the joint venture project delivered by Pacific Green and POWERCHINA SPEM. The term of the agreement is 6 months, following which the parties have agreed to negotiate in good faith to extend the arrangement.

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On November 23, 2016, we entered into subscription agreement with Twynam Agricultural Group Pty Limited pursuant to which Twynam purchased 666,667 stock units of our Company at a price of $1.50 per unit. Each unit consists of one common shares, one share purchase warrant exercisable for 12 month to purchase one additional common share at the price of $1.50 per share, and one share purchase warrants exercisable for 24 months to purchase one additional common share at the price of $1.50 per share.

On December 5, 2016, we entered into a three month consulting agreement with Trilogy Media Partners, Inc., an unrelated party (“Trilogy”). Pursuant to the Agreement, Trilogy shall act as an advisor to the Company and provide strategic consulting in the areas of investor relations, public relations and marketing. In consideration for Trilogy’s services, we shall pay Trilogy a total of $10,000.

On December 16, 2016 we entered into an Energy Management Lease with UML Westminster Limited and its parent company, Union Maritime Limited, pursuant to which we have agreed to lease to UML Westminster an Envi-Marine^TM emission control system. The Energy Management Lease Agreement is an extension of our Heads of Agreement with UML Westminster and Union Maritime dated August 31, 2016. Pursuant to the Lease the consideration of $1,995,000 will be paid in variable installments following each operating quarter until the fee has been paid in full. Individual payments will be calculated at the rate of $14,50 per hour for open mode operations, or $33 per hour for closed mode operations, with a minimum guarantee of 3,480 hours per year during the term, subject to the exercise of the purchase option by the lessors.    UML Westminster shall also have the right to purchase each system outright during the three years following acceptance of the system at a discount of $80,000 from the balance of the lease payment, or during the fourth and subsequent years following acceptance of the system at a discount of $40,000 from the balance of the lease payment.

On December 21, 2016, we issued 11,765 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $20,000, which has been recorded as share subscription receivable as at December 31, 2016.

On December 22, 2016, we issued 235,884 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $401,003, of which $251,003 has been recorded as share subscription receivable as at December 31, 2016.

On December 23, 2016, we issued 1,000,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $1,500,000.

On January 1, 2017 we entered into a Tooling Development Agreement with POWERCHINA SPEM Limited Company pursuant to which we have engaged POWERCHINA SPEM to complete tooling for the pending projects of our joint venture. The agreement has a term of one year. In consideration of the eservices we will pay to POWERCHINA SPEM RMB 1,050,000 ($160,198) on the 1^st anniversary of the agreement.

On January 1, 2017 we entered into a Sales and Marketing Agreement with POWERCHINA SPEM Limited Company pursuant to which we have engaged POWERCHINA SPEM to assist in the marketing of ENVI-CLEAN^TM.. The agreement has a term of nine months beginning upon the date of acceptance of the ENVI-CleanTM system at the Lianxin Steel Group Plant. In consideration of the eservices we will pay to POWERCHINA SPEM RMB 1,050,000 ($160,198) upon completion of the term.

On January 3, 2017, we received share subscription proceeds of $120,002 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 4, 2017, we received share subscription proceeds of $100,001 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 5, 2017, we received share subscription proceeds of $51,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 17, 2017, we received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement.

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On January 18, 2017, we received share subscription proceeds of $200,000 for shares of common stock at a price of $1.50 per share relating to a non-brokered private placement.

On January 20, 2017, we received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement.

On January 27, 2017, we received share subscription proceeds of $200,000 for shares of common stock at a price of $1.50 per share relating to a non-brokered private placement.

On February 1, 2017, we entered into a two month consulting agreement with Trilogy Media Partners, Inc., an unrelated party (“Trilogy”). Pursuant to the Agreement, Trilogy shall act as an advisor to the Company and provide strategic consulting in the areas of social media advertising. In consideration for Trilogy’s services, we shall pay Trilogy a total of $10,000.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim consolidated financial statements for the three and nine months ended December 31, 2016 and 2015.

Our net loss for the three and nine month periods ended December 31, 2016 and 2015 are summarized as follows:

	Three Months Ended December 31,						Nine Months Ended December 31,
	2016			2015			2016			2015
Advertising and promotion	$	–		$	10,000		$	–		$	10,000
Amortization of intangible assets	$	218,953		$	218,953		$	656,859		$	656,860
Consulting fees	$	578,923		$	227,881		$	1,002,225		$	954,050
Depreciation	$	2,356		$	–		$	2,356		$	–
Engineering fees	$	4,848		$	–		$	233,702		$	–
Foreign exchange gain	$	(135,536	)	$	(110,290	)	$	(288,594	)	$	(289,062	)
Office and miscellaneous	$	64,133		$	25,958		$	133,372		$	63,111
Professional fees	$	61,225		$	62,716		$	201,691		$	148,206
Transfer agent and filing fees	$	(2,575	)	$	6,501		$	15,854		$	27,167
Travel	$	56,537		$	36,504		$	110,139		$	75,312
Gain (loss) on change in fair value of derivative liabilities	$	(137,217	)	$	(160,411	)	$	196,091		$	(1,218,229	)
Gain on extinguishment of debt	$	–		$	–		$	–		$	171,501
Impairment of goodwill	$	–		$	–		$	–		$	(126,782	)
Interest expense	$	(314,466	)		(297,866	)	$	(924,459	)	$	(931,021	)
Net Loss	$	(1,300,547	)	$	(936,500	)	$	(2,795,972	)	$	(3,750,175	)

Operating expenses for the three month period ended December 31, 2016 were $848,864 as compared to $478,223 for the three month period ended December 31, 2015. Consulting fees were comprised of fees paid to the director of our subsidiary, Pacific Green Technologies Limited; professional fees were comprised of legal, audit and accounting costs. The increase in operating expenses is primarily attributed to increases in consulting fees, travel expenses, and professional fees. 

Operating expenses for the nine month period ended December 31, 2016 were $2,067,604 as compared to $1,645,644 for the nine month period ended December 31, 2015. The increase in operating expenses is primarily attributed to increases in consulting fees, travel expenses, stock-based compensation, foreign exchange loss, and professional fees.

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For the three month period ended December 31, 2016, our company had a net loss of $1,300,547 ($0.05 per share) compared to a net loss of $936,500 ($0.05 per share) for the three month period ended December 31, 2015. In addition to the operating expenses noted above, for the three month period ended December 31, 2016, our company incurred interest expense of $314,466 as compared to interest expense of $297,866 for the three month period ended December 31, 2015.

For the nine month period ended December 31, 2016, our company had a net loss of $2,795,972 ($0.12 per share) compared to a net loss of $3,750,175 ($0.20 per share) for the nine month period ended December 31, 2015. For the nine month period ended December 31, 2016, our company incurred interest expense of $924,459 as compared to interest expense of $931,021 for the nine month period ended December 31, 2015. For the nine month period ended December 31, 2016, we also had a gain on change in fair value of derivative liabilities of $196,091 compared to a loss of $1,218,229 in the comparative period. 

Liquidity and Capital Resources

Working Capital

	As at December 31, 2016			As at  March 31,  2016
Current Assets	$	562,312		$	95,851
Current Liabilities	$	11,370,222		$	11,260,536
Working Capital (Deficit)	$	(10,807,910	)	$	(11,164,685	)

Cash Flows

	Nine Months Ended December 31, 2016			Nine Months Ended December 31, 2015
Net cash used in operating activities	$	(1,427,539	)	$	(583,742	)
Net cash provided by (used in) investing activities	$	(847,468	)	$	50,064
Net cash provided by financing activities	$	2,865,868		$	1,099,429
Effect of foreign exchange rate changes on cash	$	(163,229	)	$	(233,289	)
Increase in cash	$	427,632		$	332,462

As of December 31, 2016, we had $467,740 in cash, $562,312 in total current assets, $11,370,222 in total current liabilities and a working capital deficit of $10,807,910 As of March 31, 2016, we had a working capital deficit of $11,164,685.

We are dependent on funds raised through debt/equity financing and proceeds from shareholder loans.

During the nine months ended December 31, 2016, we spent $1,427,539 on operating activities, whereas $583,742 was spent on operating activities for the nine month period ended December 31, 2015.

During the nine months ended December 31, 2016, we used $847,468 on investing activities for the purchase of property and equipment, whereas we received $50,064 in investing activities for the nine month period ended December 31, 2015.

During the nine months ended December 31, 2016, we received $2,865,868 from financing activities, which consisted of $3,430,500 in proceeds from share subscriptions received offset by $451,352 in repayments to related parties and $113,280 of loan payable, whereas we received $1,099,429 from financing activities during the nine months ended December 31, 2015 which consisted of $1,125,000 in proceeds from share subscriptions received and $19,804 from related parties offset by $145,375 in repayments to related parties.

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Anticipated Cash Requirements

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through, equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

We anticipate that our cash expenses over the next 12 months (beginning January, 2017) will be approximately $825,000 as described in the table below. These estimates may change significantly depending on the nature of our business activities and our ability to raise capital from our shareholders or other sources.

Description	Estimated  Expenses  ($)
Legal and accounting fees		200,000
Marketing and advertising		25,000
Investor relations and capital raising		50,000
Management and operating costs		125,000
Salaries and consulting fees		350,000
General and administrative expenses		75,000
Total	$	825,000

Our general and administrative expenses for the year will consist primarily of transfer agent fees, bank and interest charges and general office expenses. The professional fees are related to our regulatory filings throughout the year and include legal, accounting and auditing fees.

Based on our planned expenditures, we will require approximately $825,000 to proceed with our business plan over the next 12 months. As of December 31, 2016, we had $467,740 cash on hand. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

We intend to raise the balance of our cash requirements for the next 12 months from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have sufficient tangible assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stock to finance our operations. In the absence of such financing, we may be forced to abandon our business plan.

Going Concern

Our consolidated financial statements for the nine month period ended December 31, 2016 have been prepared on a going concern basis and contain an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuation of our company as a going concern is dependent upon the continued financial support from its shareholders and note holders, the ability of our company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at December 31, 2016, our company has not generated any revenues, has a working capital deficit of $10,807,910, and has an accumulated deficit of $62,926,766 since inception. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern. 

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If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management’s actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to the useful life and recoverability of intangible assets, valuation of note payable, fair value of convertible debentures, fair value of derivative liabilities, fair value of stock-based compensation, impairment of goodwill, and deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization and are comprised of patents. The patents are amortized straight-line over the estimated useful life of 17 years.

Impairment of Long-lived Assets

Our company reviews long-lived assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset.

Stock-based compensation

Our company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Our company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by our company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period.

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Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” ("ASU 2015-03"), which resulted in the reclassification of debt issuance costs from “Other Assets” to inclusion as a reduction of the debt balance. The Company adopted ASU 2015-03 during the three months ended December 31, 2016, with full retrospective application as required by the guidance. The application of this standard did not have a material impact on the Company's consolidated balance sheet or operations for any period presented.

Our company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company” we are not required to provide the information required by this Item.

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Item 2. Unregistered Sales of Equity Securities

On July 12, 2016, we issued 98,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $147,000.

On July 14, 2016, we issued 50,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $75,000.

On September 12, 2016, we issued 33,333 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $50,000.

On October 27, 2016, we issued 85,714 shares of common stock relating to a non-brokered private placement at a price of $1.75 per share for proceeds of $150,000.

On December 21, 2016, we issued 11,765 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $20,000, which has been recorded as share subscription receivable as at December 31, 2016.

On December 22, 2016, we issued 235,884 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $401,003, of which $251,003 has been recorded as share subscription receivable as at December 31, 2016.

On December 23, 2016, we issued 1,000,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $1,500,000.

On January 3, 2017, we received share subscription proceeds of $120,002 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 4, 2017, we received share subscription proceeds of $100,001 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 5, 2017, we received share subscription proceeds of $51,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 17, 2017, we received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement.

On January 18, 2017, we received share subscription proceeds of $200,000 for shares of common stock at a price of $1.50 per share relating to a non-brokered private placement.

On January 20, 2017, we received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement.

On January 27, 2017, we received share subscription proceeds of $200,000 for shares of common stock at a price of $1.50 per share relating to a non-brokered private placement.

We completed the above described issuances of common shares in reliance on Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

On July 12, 2016, we issued 98,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $147,000.

On July 14, 2016, we issued 50,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $75,000.

On August 4, 2016, we entered into a three year lease agreement commencing November 15, 2016. The minimum lease payments over the term of the lease are as follows:

Year	$
2016		7,389
2017		57,740
2018		60,539
2019		54,868
		180,536

On August 31, 2016, we entered into a six month marketing agent agreement with an unrelated party (the “Agent”) effective September 1, 2016, to appoint the Agent as the Company’s marketing representative for introducing products to appropriate parties in India. Consideration for the Agent’s services are as follows:

i) Monthly fees of $3,615 (AU$5,000) per month from September 1, 2016 for the duration of the term plus travel and entertainment expenses

ii) A payment of $72,300 (AU$100,000) upon signing of a joint venture agreement between the Company and an Indian customer able to distribute, manufacture and sell the products in India. Additionally, upon signing of a joint venture agreement, the Company will grant options to purchase 100,000 common shares of the Company at a 20% discount to the price at the time of the signing of a joint venture agreement, exercisable within 24 months

iii) 10% of net revenue received by the Company in the 12 months period following the signing of the joint venture agreement and 5% of net revenue received by the Company in the 12 months following the initial 12 month period

iv) A commission equal to 3% of the net revenue actually collected for the sale of the products to any client outside of the Indian joint venture agreement

v) 5% of any funds received from equity investors in the Company’s common stock following a direct introduction from the Agent for the first $2.5 million raised and 3% thereafter up to a maximum of $25 million raised

On September 12, 2016, the Company issued 33,333 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $50,000.

On August 31, 2016, through our wholly owned subsidiary Pacific Green Technologies Marine Limited, we entered into a Heads of Agreement with Union Maritime Limited, and its subsidiary, UML Westminster Limited, pursuant to which we have agreement to supply UML Westminster with our Envi-Marine^TM Sulphur removal system, beginning with one candidate test system and, subject to performance testing, up to ten additional units. Upon confirmation that the system meets regulated performance standards, UML Westminster has agreed to lease the system for a total sum of $1,995,000 to be paid in variable installments through each operating quarter until the fee has been paid in full. UML Westminster shall also have the right to purchase each system outright during the three years following acceptance of the system at a discount of $80,000 from the balance of the lease payment, or during the fourth and subsequent years following acceptance of the system at a discount of $40,000 from the balance of the lease payment.

18

On September 22, 2016, through our wholly owned subsidiary Pacific Green Technologies China Limited, we entered into a Research and Development Agreement with POWERCHINA SPEM Limited Company pursuant to which have agreed to implement with POWERCHINA SPEM and quality assurance program in relation to the ENVI-Clean^TM system being installed at the Lianxin Steel Group Plant located in Yancheng China. We have agreed to pay RMB 1,050,000 In consideration of POWERCHINA SPEMs services to be paid in two installments of $160,198 payable within 3 months and 6 months, respectively, following the date of acceptance of the ENVI-Clean^TM system at the Lianxin Steel Group Plant. The term of the agreement is one year following the date of acceptance of the ENVI-CleanTM system at the Lianxin Steel Group Plant.

On October 20, 2016 we entered into a Products and Services Purchase Agreement with POWERCHINA SPEM Company Limited pursuant to which we have agreed to purchase from POWERCHINA SPEM all the components required to complete an ENVI-Marine^TM Flue Gas Desulphurization system in consideration for a total purchase price of RMB 7,506,568 ($1,083,000). 30% of the purchase price is payable upon execution of the agreement, 20% upon final inspection, 40% upon delivery, and 14% within 14 days following installation and commissioning.

On October 27, 2016, we issued 85,714 shares of common stock relating to a non-brokered private placement at a price of $1.75 per share for proceeds of $150,000.

On November 19, 2016, together with our wholly owned subsidiary Pacific Green Technologies China Limited, we entered into a Consulting Agreement with POWERCHINA SPEM Limited Company pursuant to which we have engaged the emission control system engineering and design services of Mr. Li Xionghao. In consideration of the services we have agreed to pay US$31,500 POWERCHINA SPEM on or before December 31, 2016, and a cash bonus of $20,000 to Mr. Li upon successful performance of a high Sulphur test conducted at the joint venture project delivered by Pacific Green and POWERCHINA SPEM. The term of the agreement is 6 months, following which the parties have agreed to negotiate in good faith to extend the arrangement.

On November 23, 2016, we entered into subscription agreement with Twynam Agricultural Group Pty Limited pursuant to which Twynam purchased 666,667 stock units of our Company at a price of $1.50 per unit. Each unit consists of one common shares, one share purchase warrant exercisable for 12 month to purchase one additional common share at the price of $1.50 per share, and one share purchase warrants exercisable for 24 months to purchase one additional common share at the price of $1.50 per share.

On December 5, 2016, we entered into a three-month consulting agreement with Trilogy Media Partners, Inc., an unrelated party (“Trilogy”). Pursuant to the Agreement, Trilogy shall act as an advisor to the Company and provide strategic consulting in the areas of investor relations, public relations and marketing. In consideration for Trilogy’s services, we shall pay Trilogy a total of $10,000.

On December 16, 2016 we entered into an Energy Management Lease with UML Westminster Limited and its parent company, Union Maritime Limited, pursuant to which we have agreed to lease to UML Westminster an Envi-Marine^TM emission control system. The Energy Management Lease Agreement is an extension of our Heads of Agreement with UML Westminster and Union Maritime dated August 31, 2016. Pursuant to the Lease the consideration of $1,995,000 will be paid in variable installments following each operating quarter until the fee has been paid in full. Individual payments will be calculated at the rate of $14,50 per hour for open mode operations, or $33 per hour for closed mode operations, with a minimum guarantee of 3,480 hours per year during the term, subject to the exercise of the purchase option by the lessors. UML Westminster shall also have the right to purchase each system outright during the three years following acceptance of the system at a discount of $80,000 from the balance of the lease payment, or during the fourth and subsequent years following acceptance of the system at a discount of $40,000 from the balance of the lease payment.

On December 21, 2016, we issued 11,765 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $20,000, which has been recorded as share subscription receivable as at December 31, 2016.

19

On December 22, 2016, we issued 235,884 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $401,003, of which $251,003 has been recorded as share subscription receivable as at December 31, 2016.

On December 23, 2016, we issued 1,000,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $1,500,000.

On January 1, 2017 we entered into a Tooling Development Agreement with Powerchina Spem Limited Company pursuant to which we have engaged Powerchin Spem to complete tooling for the pending projects of our joint venture. The agreement has a term of one year. In consideration of the eservices we will pay to Powerchina Spem RMB 1,050,000 ($160,198) on the 1^st anniversary of the agreement.

On January 1, 2017 we entered into a Sales and Marketing Agreement with Powerchina Spem Limited Company pursuant to which we have engaged Powerchin Spem to assist in the marketing of ENVI-CLEAN^TM.. The agreement has a term of nine months beginning upon the date of acceptance of the ENVI-CleanTM system at the Lianxin Steel Group Plant. In consideration of the eservices we will pay to Powerchina Spem RMB 1,050,000 ($160,198) upon completion of the term.

On January 3, 2017, we received share subscription proceeds of $120,002 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 4, 2017, we received share subscription proceeds of $100,001 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 5, 2017, we received share subscription proceeds of $51,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016.

On January 17, 2017, we received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement.

On January 18, 2017, we received share subscription proceeds of $200,000 for shares of common stock at a price of $1.50 per share relating to a non-brokered private placement.

On January 20, 2017, we received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement.

On January 27, 2017, we received share subscription proceeds of $200,000 for shares of common stock at a price of $1.50 per share relating to a non-brokered private placement.

On February 1, 2017, we entered into a two month consulting agreement with Trilogy Media Partners, Inc., an unrelated party (“Trilogy”). Pursuant to the Agreement, Trilogy shall act as an advisor to the Company and provide strategic consulting in the areas of social media advertising. In consideration for Trilogy’s services, we shall pay Trilogy a total of $10,000.

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Item 6. Exhibits

Exhibit Number	Description
(2)	Plan of Acquisition, Reorganization, Arrangement Liquidation or Succession
2.1	Assignment and Share Transfer Agreement dated June 14, 2012 between our company, Pacific Green Technologies Limited and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation filed on July 3, 2012 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.2	Certificate of Amendment filed on August 15, 1995 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.3	Certificate of Amendment filed on August 5, 1998 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.4	Certificate of Amendment filed on October 15, 2002 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.5	Certificate of Amendment filed on May 8, 2006 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.6	Certificate of Amendment filed on May 29, 2012 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.7	Bylaws filed on July 3, 2012 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.8	Certificate of Amendment filed on November 30, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 11, 2012)
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Share Certificate relating to shares held by our company in the Ordinary Share Capital of Peterborough Renewable Energy Limited (incorporated by reference to our Current Report on Form 8-K filed on December 12, 2013)
(10)	Material Contracts
10.1	Consulting Agreement dated May 1, 2010 between our company and Sichel Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.2	Representation Agreement dated June 7, 2010 between Pacific Green Group Limited and EnviroTechnologies, Inc. (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.3	Peterborough Agreement dated October 5, 2011 between EnviroResolutions, Inc., Peterborough Renewable Energy Limited and Green Energy Parks Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.4	Promissory Note dated June 2012 between our company and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.5	Assignment and Share Transfer Agreement dated June 14, 2012 between our company, Pacific Green Technologies Limited and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.6	Non-Executive Director Agreement dated December 18, 2012 between our company and Neil Carmichael (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2012)
10.7	Supplemental Agreement dated March 5, 2013 between EnviroResolutions, Inc., Peterborough Renewable Energy Limited and Green Energy Parks Limited (incorporated by reference to our Annual Report on Form 10-K filed on July 1, 2013)
10.8	Supplemental Agreement dated March 5, 2013 between our company, EnviroTechnologies Inc. and EnviroResolutions Inc. (incorporated by reference to our Current Report on Form 8-K filed on March 13, 2013)
10.9	Form of Share Exchange Agreement dated April 3, 2013 between our company and Shareholders of EnviroTechnologies Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 8, 2013)
10.10	Form of Share Exchange Agreement dated April 25, 2013 between our company and Shareholders of EnviroTechnologies Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 30, 2013)
10.11	Stock Purchase Agreement dated May 16, 2013 between our company and Shareholders of Pacific Green Energy Parks (incorporated by reference to our Current Report on Form 8-K/A filed on June 3, 2013)
10.12	Debt Settlement Agreement dated May 17, 2013 between our company, EnviroResolutions, Inc. and EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K/A filed on June 3, 2013)
10.13	Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2013)
10.14	Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 30, 2013)
10.15	Agreement dated September 26, 2013 between our company and Andrew Jolly (incorporated by reference to our Current Report on Form 8-K filed on October 3, 2013)
10.16	Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 22, 2013)

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Exhibit Number	Description
10.17	Agreement dated October 22, 2013 between our company and Chris Williams (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2013)
10.18	Form of Subscription Agreement between our company and the subscribers (incorporated by reference to our Current Report on Form 8-K filed on December 24, 2013)
10.19	Form of Share Exchange Agreement between our company and certain shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 27, 2013)
10.20	Agreement dated January 27, 2014 between our company and Pöyry Management Consulting (UK) Limited (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 19, 2014)
10.21	Form of Subscription Agreement between our company and the subscribers (incorporated by reference to our Current Report on Form 8-K filed on March 11, 2014)
10.22	Loan Agreement between our company and Intrawest Overseas Limited dated May 27, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 19, 2014)
10.23	Put Option Agreement between our company and Intrawest Overseas Limited dated May 27, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 19, 2014)
10.24	Investor Relations Agreement dated September 22, 2015 between Pacific Green Technologies Inc. and Midam Ventures, LLC (incorporated by reference to our Current Report on Form 8-K filed on December 8, 2015).
10.25	Investor Relations Agreement dated October 24, 2015 between Pacific Green Technologies Inc. and Red Rock Marketing Media, Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 21, 2015)
10.26	Convertible Note dated November 10, 2015 issued to Tangiers Investment Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on November 24, 2015).
10.27	Commercial Joint Venture Agreement between PowerChina SPEM Company Limited and Pacific Green Technologies China Limited dated November 17, 2015 (incorporated by reference to our Current Report on Form 8-K filed on December 21, 2015).
10.28*	Lease Agreement dated August 4, 2016
10.29*	Marketing Agreement dated August 31, 2016
10.30*	Heads of Agreement dated August 31, 2016 with Union Maritime Limited and UML Westminster Limited
10.31*	Research and Development Agreement dated September 22, 2016 with Powerchina Spem Company Limited
10.32*	Products and Services Purchase Agreement dated October 20, 2016 with Powerchina Spem Company Limited
10.33*	Consulting Agreement dated November 19, 2016 with Powerchina Spem Company Limited
10.34*	Subscription Agreement dated November 23, 2016 with Twynam Agricultural Group Pty Limited
10.35*	Consulting Agreement  dated December 5, 2016 with Trilogy Media Partners, Inc.
10.36*	Energy Management Lease dated December 16, 2016 with UML Westminster Limited and Union Maritime Limited
10.37*	Tooling Development Agreement dated January 1, 2017 with Powerchina Spem Company Limited
10.38*	Marketing and Sales Agreement dated January 1, 2017 with Powerchina Spem Company Limited
10.39*	Consulting Agreement  dated February 1, 2017 with Trilogy Media Partners, Inc.
(14)	Code of Ethics
14.1	Code of Ethics and Business Conduct (incorporated by reference to our Annual Report on Form 10-K filed on July 15, 2014)
(21)	Subsidiaries of the Registrant
21.1	Pacific Green Technologies Limited, a United Kingdom corporation (wholly owned);
	Pacific Green Energy Parks Limited, a British Virgin Islands corporation (wholly owned);
	Energy Park Sutton Bridge, a United Kingdom corporation (wholly owned by Pacific Green Energy Parks Limited).
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(99)	Additional Exhibits
99.1	Peterborough Renewable Energy Limited Directors’ Report and Financial Statements for the period ended December 31, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 12, 2013)
101*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith. 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PACIFIC GREEN TECHNOLOGIES INC.
	(Registrant)
Dated: February 21, 2017	By:	/s/ Neil Carmichael
		Neil Carmichael
		President, Secretary, Treasurer and Director
		(Principal Executive Officer,  Principal Financial Officer and  Principal Accounting Officer)

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EX-10.28

Exhibit 10.28

 

1

 

2

 

3

 

4

 

5

 

6

 

7

EX-10.29

Exhibit 10.29

 

1

 

2

 

3

 

4

 

5

 

6

 

7

EX-10.30

Exhibit 10.30 

  

THIS HEADS OE AGREEMENT made effective the 31 day of August, 2010 is entered into:

BY AND BETWEEN:	PACIFIC GREEN TECHNOLOGIES MARINE LIMITED, a company registered in England & Wales whose registered address is 2 - 6 Cannon St. London EC4M6YH (“PGTM”)
AND:	UML Westminster Limited Portland House. 69-71. Wembley Hill Road. Wembley, Middlesex. HA9 8BU United Kingdom ("UML WESTMINSTER")
AND:	UNION MARITIME LIMITED 5 Welbeck Street London, WIG 9YQ United kingdom ("Union")

A. WHEREAS PGTM is engaged in the business of marketing and sales of its patented emission control technologies called ENVI-Clean^TM and ENV1-Marine^TM scrubbing systems (the "System") which are capable of removing sulphur dioxide and other acid gases from exhaust gas emissions to a level that meets the regulatory requirements of the International Maritime Organization (the "IMO”):

B. WHEREAS the System's effective scrubbing of regulated emissions enables ship owners to achieve cost savings by allowing the continued use of lower cost heavy fuel oil ("HFO") when operating in Sulphur Emission Control Areas ("SECA").

C. WHERE AS UML WESTMINSTER is the wholly-owned subsidiary of Union.

D. WHEREAS Union intends to purchase the System for up to an additional ten vessels over the following eighteen months subject to the Systems performance.

E. WHEREAS PGTM proposes to supply UML WESTMINSTFR with the System for the main engine of the vessel named "Westminster ("Candidate Vessel"). The System will operate in accordance with the terms and specifications contained herein.

F. WHEREAS UML WESTMINSTER presently desires to acquire an emission control system to: (a) meet the IMO sulphur emission regulations within the SECA's in which it operates: (b) to minimize the cost of air emission compliance: and (c) to minimize the operating changes within its ship's systems.

NOW THEREFORE in consideration of the covenants contained herein, PGTM, Union and UML WESTMINSTER mutually agree as follows:

1.  DEFINITIONS AND INTERPRETATION

1.  In this Heads of Agreement the following terms shall have the following meanings:

"Accepted" means that PGTM and the System have met the IMO's performance standards for vessels operating within a SECA;

"Candidate Vessel" means the vessel nominated by Union to receive the ENVI-Marine^TM scrubbing system. It is agreed that this is the Westminster. Union have the option to substitute the Candidate Vessel for another vessel on or before 17.00 Hrs BST on the 5th of September 2016 on the same terms as this Agreement at which time UML Westminster Limited will also be substituted for another Union subsidiary.

"Emission Control Technology" means the integrated technology, techniques and processes proposed to be adopted onboard the Candidate Vessel for the purpose of achieving the required level of air emissions reduction. The System will be a key component of the emission control technology;

"Energy Management Lease Agreement" means the definitive agreement in regards to the purchase option finance lease to be entered into between PGTM and UML WESTMINSTER on substantially the same terms set out in this Heads of Agreement;

"Fuel Cost Savings per Hour" as detailed in Schedule 3 shall mean the difference in cost/tonne of HFO 380 and LSMGO less the average operating cost/tonne multiplied by the number of tonnes of fuel consumed per day divided by 24 hours to yield the hourly fuel cost savings.

"LSMGO" means 0.1% sulphur fuel specified by the IMO as the basis for SECA sulphur emission compliance;

"Operating Quarter" shall mean each period of three (3) months commencing from the date on which the System is successfully tested and is accepted by UML WESTMINSTER;

"Open Mode" shall mean the operating mode where raw seawater is pumped through the System and discharged into the sea with a minimum of processing. This is considered the standard operating mode for open sea operations. See Schedule 2 for a detailed description.

"Closed Mode" shall mean the operating mode whereby the seawater is recirculated through the scrubber in a closed loop. This mode would be used for main engines in circumstances where effluent discharge regulations or lack of seawater alkalinity require this operating mode. See Schedule 2 for a detailed description.

2

"Scrubber Operating Hours" shall mean the number of hours of scrubber operation logged in open and closed modes by the ENVI-Marine^TM system's computerized data logger.

2. The singular includes the plural and vice versa.

3. The clause headings do not form part of this Heads of Agreement and should not be taken into account in its construction or interpretation.

4. References in this Heads of Agreement to the "Schedule" are to the Schedules to this Heads of Agreement.

2. ENTRY INTO AN ENERGY MANAGEMENT LEASE AGREEMENT

1. Subject to the System being Accepted, UML WESTMINSTER agrees to enter an Energy Management Lease Agreement with PGTM for the System for the total sum of US$1,995,000 plus sales taxes (the "Purchase Price").

2. The Purchase Price shall be payable by UML WESTMINSTER in variable installments for each Operating Quarter, until the Purchase Price has been paid in full. The amount payable in respect of each Operating Quarter shall be calculated on the basis of the terms set out in the Energy Management Lease Agreement (as outlined in Schedule 4).

3.  From the date that the System is Accepted, PGTM shall grant to UML Westminster and UML Westminster shall acquire the right from PGTM to purchase the System:

a. at a cash discount of $80,000 to the balance outstanding of the Purchase Price during the first three years from the date that the System is Accepted; or

b. at a cash discount of $40,000 to the balance outstanding of the Purchase Price during the fourth and subsequent years from the date that the System is Accepted.

4. The following assumptions shall be used when calculating the amount payable for each Operating Quarter:

a. UML Westminster guarantees a minimum of 870 Scrubber Operating Hours, per Operating Quarter (3,480 hours per annum or 145 days per year in the SECA). The Scrubber Operating Hours for each Operating Quarter, shall be the greater of the average number of hours of scrubber operation for each Operating Quarter for the previous 12 months

b. The Parties will use the relevant Operating Quarter's average LSMGO and IFO 380 HFO price as published by Bunker Times for Rotterdam to make the calculation for the quarterly Energy Management Lease Agreement payment.

3

c. The Parties agree to the scrubber operating mode costs that are incorporated into the scrubber cost savings contained in Schedule 3 for the duration of the full term of the Energy Management Lease Agreement which are summarized as:

	OPEN MODE		CLOSED MODE
	LADEN	BALLAST	LADEN	BALLAST
WESTMINSTER	$14.00/t	15.00/t	$33.00/t	$33.00/t
MODE AVERAGE	$14.50/t		$33.00 /t

4. Lease Payment Due Date: lease payments are due to PGTM within fourteen (14) calendar days of the end of each Operating Quarter.

5. The title to the System shall be transferred to UML WESTMINSTER in consideration for US$1 upon completion of payments equal to the Purchase Price. Simultaneously with the transfer of title, PGTM shall provide UML WESTMINSTER with the necessary documentation to evidence the transfer of title and shall take all necessary steps with the Classification Society and any other authorities to evidence the transfer of title.

3. CONDITIONS

3.1 The obligations of UML WESTMINSTER and PGTM to complete the transactions provided for herein are subject to the satisfaction of the following conditions or the waiver of same by the Parties on or before 21 days after the date of this Heads of Agreement:

a) The Parties agreeing and entering into a binding Energy Management Lease Agreement, the main commercial terms of which are summarized in Schedule 4 of this Heads of Agreement. PGTM shall provide a draft of the Energy Management Lease Agreement within 7 days after the date of this Heads of Agreement.

b) PGTM providing full specification of the ENVI-Marine^TM Emissions Control System.

c) The Parties agree that the rate of fuel consumption in tonnes/day (t/d) shall be the arithmetic average of the MACR (19 t/d) and NCR (17 t/d) fuel consumption rates.

d) UML WESTMINSTER providing the itinerary of the Candidate Vessel and UML WESTMINSTER providing and PGTM agreeing to a scheduled installation date for the ENVI-Marine^TM Emissions Control System.

4

e) PGTM confirming that the necessary certificates required for the ENVI-Marine^TM Emissions Control System to be installed and Accepted have been provided by the Classification Society or the relevant authority (as the case may be).

3.2 SCRUBBER OPERATION

a) The scrubber will be turned on upon instruction from the ship's officers when the Candidate Vessel's GPS (or alternative positioning instrument) determines that the Candidate Vessel is within a SECA or the Candidate Vessel's operating protocol requires compliance with IMO emission regulation limits.

b) The Scrubber Operating Hours will be logged, in open and closed mode, by the ENVI-Marine^TM computerized data logger control system. The logged hours will be used to determine the Scrubber Operating Hours, in open and closed mode, in the calculation of the payment due for each Operating Quarter.

c) In case of any discrepancy regarding Scrubber Operating Hours in a SECA, the ship's GPS data and log books will be used to resolve the discrepancy.

d) In case of failure of one of the System's essential components, the scrubber is to be shut down and by-passed until repairs and/or replacement can be completed.

4. GUARANTEES AND WARRANTIES PROVIDED BY PGTM

4.1 On such date title to the System is transferred to UML WESTMINSTER pursuant to section 2.6 of this Heads of Agreement, PGTM shall grant UML WESTMINSTER an irrevocable exclusive worldwide royalty free licence in perpetuity in respect of the System and all the equipment and materials used to support the patented technology as more particularly described in the List of Principal Components set out at Schedule 1, to the extent required to enable UML WESTMINSTER and each and every subsequent owner, charterer or operator of the Candidate Vessel to use the System.

4.2	PGTM will design, engineer, manufacture and install the System such that it operates in accordance with: (i) the specifications and emission regulations identified in this Heads of Agreement and the Energy Management Lease Agreement; and (ii) the specifications of the Candidate Vessel.
4.3	PGTM provides the expressed warranties as to the operational performance of the System that are specifically identified in Annex VI - Regulation 14 of MARPOL. Other than the expressed warranties as to the operational performance of the System identified in this Heads of Agreement and as shall be identified in the Energy Management Lease Agreement, PGTM shall make no other warranties, whether expressed or implied.
4.4	PGTM confirms that the System shall comply with the current IMO regulations in effect as of the date of this Heads of Agreement and the world ocean limit set to go into effect on January 1, 2020.
4.5	PGTM to confirm that the System will not put more than 6" of back pressure on the main engine exhaust of the Candidate Vessel.

5

5	OBLIGATIONS OF UML WESTMINSTER
5.1	UML WESTMINSTER shall use reasonable endeavours to assist PGTM by providing data, information and materials to PGTM as is necessary for the operation and installation of the System in an efficient and punctual manner.
5.2	Within 7 calendar days of the Parties entering into the Energy Management Lease Agreement, UML WESTMINSTER shall specify a shipyard for the installation of the System in either Dubai or Turkey and UML WESTMINSTER shall confirm the intended date of installation.
5.3	UML WESTMINSTER will make reasonable adjustments to the Emission Control Technology, and will also make reasonable changes to operational policy as may be reasonably required by the installation on the Candidate Vessel of the System. UML WESTMINSTER shall not be obliged to adopt commercially unrealistic solutions whereby the profitability of the operation of the Candidate Vessel is affected.
5.4	UML WESTMINSTER will permit:

(a) PGTM, its contractors and agents to bring testing consultants, government and agency representatives and advisors for tours of the Candidate Vessel where reasonable access will be provided for inspection (and limited and reasonable testing) to all aspects of the Candidate Vessel connected to the System; and

(b) PGTM, its contractors, subcontractors, agents, equipment suppliers, consultants and inspectors to access the vessel for the purposes of construction, installation, inspection, commissioning and evaluation of the System,

provided always that: (i) PGTM shall give not less than 10 days' prior written notice to UML WESTMINSTER of such visits; (ii) such visits shall not cause any unreasonable interference or delay to UML WESTMINSTER's operation, maintenance and use of the Candidate Vessel; and (iii) such visitors shall sign UML WESTMINSTER's letter of indemnity prior to their embarkation.

5.5 UML WESTMINSTER agrees to operate the System in accordance with the emission control system process specifications as defined by PGTM. UML WESTMINSTER acknowledges that this may change within reason once the System is operational and PGTM shall notify UML WESTMINSTER of such changes, in writing, prior to such changes taking effect. Changes will be designed to achieve compliance with the IMO sulphur dioxide regulations as long as any such design changes do not impair the safe operation of the Candidate Vessel.

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5.6	UML WESTMINSTER will cooperate with PGTM and its agents to determine all the requirements necessary to ensure the successful design and operation of the System, to include, but not limited to, specific operating information, engine requirements, emissions limits/requirements and regulations to air and water. This information will be transmitted in a timely manner to assist PGTM in complying with the terms of the Energy Management Lease Agreement and any other conditions relating to the performance of the System.
5.7	If the Candidate Vessel is sold, UML WESTMINSTER shall use reasonable commercial endeavours to procure that the buyer shall enter into an agreement with PGTM on the same or substantively the same terms as the Energy Management Lease Agreement. If the Candidate Vessel is sold and the buyer does not enter into an agreement with PGTM on the same or substantively the same terms as the Energy Management Lease Agreement, UML WESTMINSTER shall pre-pay any outstanding amount with a cumulative annual deduction of 7.5% of such outstanding amount
6.	ASSIGNMENT, BINDING ON SUCCESSORS IN TITLE
6.1	Neither party may assign any of its rights or obligations under this Heads of Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
6.2	In the event that UML WESTMINSTER shall part with possession or control of the Candidate Vessel, and in order to secure the value of the investment being made by PGTM, UML WESTMINSTER shall use reasonable commercial endeavours to procure that a novation agreement is entered into with any assignee, transferee, lessee or contractor/operator (as the case may be) whereby the obligations of UML WESTMINSTER are novated to the assignee, transferee, lessee or contractor/operator (as the case may be) such that the resulting obligations are between PGTM and the assignee, transferee, lessee of contractor/operator.
7.	ENTIRE AGREEMENT AND WAIVER
7.1	This Heads of Agreement contains the entire agreement of the Parties with respect to the subject matter of this Heads of Agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the Parties and may only be varied by the written agreement of both Parties.
7.2	A waiver by either Party of a breach of any term or condition of this Heads of Agreement shall be in writing, and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided by written notice.
8.	GENERAL
8.1	No Partnership. Nothing contained in this Heads of Agreement shall be deemed to create any relationship of agency, partnership or joint venture between the parties.

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8.2	Applicable Law. This Heads of Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales.
8.3	Dispute Resolution. All disputes arising out of or in connection with this Heads of Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
8.4	Publication Rights. Except as required by law or by any regulatory authority, each Party may, with the prior written consent of the other, publicise the terms of this Heads of Agreement and UML WESTMINSTER shall allow PGTM to use UML WESTMINSTER's name and title in any such media placement as directed by PGTM.
8.5	Definitive Agreement. The Parties agree to act in good faith in negotiating the terms of the Energy Management Lease Agreement that will embody the terms and conditions of this Heads of Agreement and will include covenants and conditions customarily included in transactions of this kind. PGTM will provide specific representations and warranties and indemnities concerning the title and sufficiency of the System. Subject to Clause 3 of this Heads of Agreement, unless the Parties agree otherwise in writing, if the Energy Management Lease Agreement has not been entered into within 21 days following the date of this Heads of Agreement, this Heads of Agreement shall terminate, without any further liability or obligation on either Party.
8.6	Intention of the Parties. This Heads of Agreement is intended to be binding on both Parties.

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SIGNATURE PAGE

IN WITNESS WHEREOF the parties hereto have caused this Heads of Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

This Heads of Agreement was executed as a binding act of PACIFIC GREEN TECHNOLOGIES MARINE LIMITED in the presence of:	Per:
	/s/ N.P. Carmichael
	Dr. N.P. Carmichael Chairman and Director Signatory of PACIFIC GREEN TECHNOLOGIES MARINE LIMITED
Signature
Print name of Witness
DANIEL
Address
HILTON SINGAPORE
Occupation
NIGHT MANAGER

This Heads of Agreement was executed as a binding act of UML WESTMINSTER LIMITED in the presence of:	Per:
	/s/ Lewis Cadji
/s/ Mary Braganza	Lewis Cadji Director
Signature
Print name of Witness
Address
Mary Braganza 26 Ballards Road London NW27UG
Occupation
SECRETARY

This Heads of Agreement was executed as a binding act of UNION MARITIME LIMITED in the presence of:	Per:
	/s/ Lewis Cadji
/s/ Mary Braganza	Lewis Cadji Director
Signature
Print name of Witness
Address
Mary Braganza 26 Ballards Road London NW27UG
Occupation
SECRETARY

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SCHEDULE 1

PRINCIPAL COMPONENTS OF THE ENVI-MARINE^TM SYSTEM

PGTM proposes to supply and install an ENVI-Marine^TM SO₂ scrubbing system which is comprised of the following principal components:

Gas Conditioning Chamber (GCC) — This engine exhaust gas inlet chamber uses seawater or recirculated water spray to quench the exhaust gas to approximately 35°C.

Scrubber — The scrubber body combines PGTM's patent-pending scrubber head with a volume of packed bed media (PBM) located above the head. Demisters dry the gas prior to exit to atmosphere. The footprint of the scrubber body is variable depending on the configuration of space available. In general, the scrubber is to be positioned at deck level corresponding to the base of the external stack enclosure.

Because the scrubber heads are horizontal, the scrubber can be configured into any shape. The marine scrubbers are to be made from stainless steel selected for corrosion and acid resistance. To make the best use of space it is planned to make the bodies rectangular in shape. The footprint required is approximately 1m² for each MW of main engine propulsion.

Dissolved Air Flotation (DAF) Tank — The DAF tank receives water from the scrubber and subjects it to DAF treatment, whereby soot, light particulate and oil droplets are separated from the scrubber water by flotation. The oily particulate is then skimmed from the tank and sent to the Oil Water Separator system. The rest of the water, which may still contain some heavier particulate, is directed to the Recirculation Tank.

Oil Water Separator (OWS) System — The oily waste skimmed from the DAF tank is mainly comprised of water. The OWS system is designed to concentrate the oily waste for storage in the Oily Waste Tank, and discharge the clean water. The water may be directed to the Recirculation Tank during Open Mode operation or to the Effluent Holding Tank during Closed Mode operation.

Oily Waste Tank — The Oily Waste Tank holds the residue from the OWS system for removal at a land based facility.

Recirculation Tank — The Recirculation Tank receives water from various sources and aggregates it for recirculation by pumps to the GCC water sprayers, the Hydrocyclone System, and the PBM water distributor. The tank is partitioned so that water from the DAF tank potentially containing heavier particulate is directed to the Hydrocyclone System, and clean water returning from hydrocyclone treatment is sent back to the scrubber. In Open Mode operation, excess water overflows from the Recirculation Tank to the Effluent Holding Tank prior to being discharged to sea.

Heat Exchangers — In Closed Mode operation, recirculated scrubber water is cooled using heat exchangers supplied with cold seawater by the seawater pumps.

Hydrocyclone System - Banks of hydrocyclones are used for heavier solids separation. Each system draws from a section of the partitioned Recirculation Tank. The underflow containing the particulate is sent to the Disc Centrifuge for further concentration, and the clean overflow water is sent back to the clean water side of the Recirculation Tank.

Disc Centrifuge — The Disc Centrifuge subjects the underflow from the hydrocyclones to high inertial forces to concentrate solids to a high degree for storage in the Centrifuge Sludge Tank.

Effluent Holding Tank — When at sea the overflow from the Recirculation Tank is held briefly in the Effluent Holding Tank before being discharged to the sea. The Effluent Holding Tank is equipped with an Effluent Monitor for analysis of pH, turbidity and phenanthrene PAH. When in port or when regulations restrict discharge the tank is used to hold the small flow of effluent water from the OWS system during Closed Mode operation for later discharge at sea.

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Caustic Soda Tank — Caustic soda is to be stored on deck in a 20-foot ISO tank configured as a 20-foot bulk container. The tank will act as a reservoir for a small caustic soda surge tank located in the water processing area below decks. Injection pumps to provide alkalinity to the scrubber water during closed mode or hybrid open mode are installed with the surge tank.

Continuous Emissions Monitoring System (CEMS) — The system includes a Continuous Emissions Monitoring System (CEMS) to monitor and record sulphur dioxide emissions on a continuous basis. Access to this information is required by regulatory authorities.

Effluent Monitor — A tamper-proof system to monitor the pH, turbidity and phenanthrene PAH of the effluent will be part installed on the Effluent Holding Tank discharge line.

Programmable Logic Controller (PLC) — The system will be controlled by a small programmable logic controller (PLC) with a graphic user interface at the operations station or control room. The system will normally operate in automatic mode, but manual control, data logging and trend screens will also be available. Depending on the ship's communication capabilities, the system could also be monitored and controlled remotely. This would allow the shipping company and/or PGTM staff to troubleshoot any problems from land-based offices.

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SCHEDULE 2

DESCRIPTION OF OPEN AND CLOSED OPERATING MODES

Open Mode Operation

In open operating mode raw seawater is pumped through the scrubber system. This is considered the standard operating mode for most open sea operations. The seawater is pumped directly to the scrubber water distribution manifolds at the gas conditioning inlet, and the top of the packed bed media. Scrubber water draining from the packed bed media supplies water to the turbulent scrubbing zone above the patented scrubbing head.

SO2 is removed and neutralized as the exhaust gases pass counter-current through the water flows. The water drains from the scrubber base to a flotation skimmer tank which uses air and dissolved air flotation to separate unburned carbon and oil from the scrubber water. This material is skimmed from the flotation skimmer tank and directed to the Oil Water Separation (OWS) system, which concentrates the oily waste into a sludge and stores it in a sludge tank.

The excess clean water from the OWS system is then combined with the remainder of the water flow from the flotation skimmer tank and directed to the recirculation tank and then to the effluent holding tank. If high turbidity is an issue, then some of the water can be processed through the hydrocyclone system and disc centrifuge to reduce the overall levels. The cleaned water from this operation may be sent to the GC inlet or directly to the effluent storage tank.

The water held in the effluent holding tank is monitored continuously and then combined with reaction water for pH balancing prior to being released to the sea. In the event that the monitor measures a high reading for pH, turbidity or phenanthrene PAH, the system will take a series of actions to respond, depending on which parameter is high. High acidity can be remedied by adding NaOH to the seawater and excess turbidity or phenanthrene PAH can be remedied by operating the hydrocyclone system and disc centrifuge. If these steps do not solve the problem, the system can be switched to closed mode operation where there is no discharge to the sea.

Closed Mode Operation

In closed mode operation the seawater is recirculated through the scrubber in a closed loop. This mode is used for auxiliary generators and boilers while in port, and for main engines in circumstances where regulations require that no effluent can be discharged. Three aspects of the scrubber's operation are altered in this mode. First, the loss of seawater alkalinity is made up by the addition of NaOH to the recirculation tank. Second, heat added through the cooling of the exhaust gas is removed by heat exchangers cooled with raw seawater. Third, the overflow from the flotation skimmer tank, hydrocyclone system and disc centrifuge are returned to the recirculation tank for recirculation to the scrubber.

The raw seawater used to cool the scrubbing fluid makes a single pass through both the scrubber distribution and GC heat exchangers before being discharged. This water is not in contact with the engine exhaust gases, so it does not require any treatment.

In closed mode the scrubbing fluid takes the same path through the scrubber but at a reduced flow rate since alkalinity can be made up by NaOH addition. The closed system requires continuous cleaning so as to not build up oil or solids, so the flotation skimmer tank, OWS system, hydrocyclone system and disc centrifuge are all fully operational. A certain amount of bleed is necessary to eliminate dissolved solids, and this is taken from the OWS clean water overflow, which is directed to the effluent storage tank. As this is treated effluent, it will meet discharge criteria once the vessel is back in the open ocean where discharge is allowed.

Oily sludge is sent to the Oily Waste tank and centrifuge sludge may be sent there as well or to a separate tank. Fresh water is added to the recirculation tank to make up for water lost to evaporation in the scrubber and effluent sent to storage. NaOH is added as required to maintain the pH of the scrubber water.

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SCHEDULE 3

OPERATIONAL SAVINGS

Fuel Savings for the Westminster with a Main Engine S0₂ Scrubber

	SECA Hours		Open		Closed
Quarterly HFO 380 cost (US$ / tonne)			$	205	$	205
Quarterly MGO LS cost (US$ / tonne)			$	400	$	400
Quarterly Price Difference (US$ / tonne)			$	195	$	195
Average Operating Cost (US$ / tonne HFO)			$	14.50	$	33.00
Fuel Cost Savings (US$ / tonne HFO)			$	180.50	$	162.00
HFO Consumption - Main Engine (tonnes I day)				15.0		15.0
Current Fuel Cost Savings (US$ / day)			$	2,707.50	$	2,430.00
Current Fuel Cost Savings (US$ / hour)			$	112.81	$	101.25
Quarterly Savings for 145 SECA Days / year		870	$	98,147	$	88,088
Annual Savings for 145 SECA Days / year		3,480	$	392,588	$	352,350

13

SCHEDULE 4

ENERGY MANAGEMENT LEASE AGREEMENT SUMMARY
"WESTMINSTER"

The terms of the Energy Management Lease Agreement are summarized below.

Purchase Price:	US$1,995,000
Interest Rate:	None
Lease Term:	Variable
Payments:	Quarterly
Agreed Purchase Price at End of Lease:	US$1
Quarterly Payment	Per calculation below

Quarterly Lease Payment =

Open Mode Fuel Cost Savings per Hour x Open Hours of Scrubber Operation

 +

Closed Mode Fuel Cost Savings per Hour x Closed Hours of Scrubber Operation

(total hours of operation not less than the guaranteed minimum hours per quarter)

Payment for any hours which are deemed to be Scrubber Operating Hours in order to fulfill the operating hours for the relevant Operating Quarter pursuant to section 2.3(a) of this Heads of Agreement , shall be calculated at the open:closed ratio of hours logged in such Operating Quarter.

14

EX-10.31

Exhibit 10.31

THIS RESEARCH AND DEVELOPMENT AGREEMENT is made the 22^th of September 2016

BETWEEN

(A) PACIFIC GREEN TECHNOLOGIES CHINA LIMITED, a Hong Kong registered limited liability company with its registered office at 301-303, 3/F, Golden Gate Commercial Building, 136-138 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong (“PGTCC”)

AND

(B) POWERCHINA SPEM LIMITED COMPANY, a company incorporated in the Peoples Republic of China having its registered address at 80 Hangdu Road, Shanghai, China 201316 (“SPEM”)

Collectively referred to as the “Parties”

WHEREAS

(1)	PGTC owns the rights to patented emission control systems including ENVI-CleanTM,
(2)	PGTC and SPEM have entered into a joint venture partnership to market, fabricate and install ENVI-CleanTM emission control technologies in the Peoples Republic of China,
(3)	The partnership will complete the installation of an ENVI-CleanTM system at the Lianxin Steel Group Plant in Yancheng China by November 30, 2016.
(4)	Following commissioning the members of the partnership wish to conduct testing on the installed system for the purposes of researching the limiting emission control efficiencies for both flue gas desulphurization (“FGD”) and particulate matter (“Dust”) and develop the optimum operating parameters to minimize OPEX for this and future installations,
(5)	The parties have agreed to develop a comprehensive Quality Assurance Project Plan (“QAPP”) to ensure that the research and development program undertaken at Lianxin Steel Group Plant is conducted according to a technically valid plan using established and regulatory agency accepted protocols and procedures.
(6)	PGTC and SPEM have mutually agreed to enter into a Research and Development Program.

IT IS AGREED

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings:

Term Shall mean the term of this Agreement described in Clause 2;

Force Majeure Shall mean any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority;

2

1.2 The singular includes the plural and vice versa.

1.3 The clause headings do not form part of this Agreement and should not be taken into account in its construction or interpretation.

1.4 References in this Agreement to the Schedule are to the Schedule to this Agreement.

2. TERM AND APPOINTMENT

2.1 This Agreement shall have effect for one year from the acceptance of the ENVI-Clean ^TM system by Lianxin Steel Group.

3. PAYMENT AND CONSIDERATION

3.1 The consideration for SPEM’s services, PGTC has agreed to a fee of *RME1 _;050,000 to be paid as US$ 160,198 on each of the 3 month and 6 month anniversaries from the date of acceptance of the system.

4. ASSIGNMENT, CONFIDENTIALITY & SEVERABILITY

4.1	Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to unreasonably withheld or delayed providing that neither party is detrimentally affected by the assignment.
4.2	The parties acknowledge that the contents, in particular the financial details of this Agreement are confidential and neither party will disclose any information concerning the terms of this Agreement without the prior written consent of the other except as required by law or as reasonably necessary for the operation of this Agreement.
4.3	Should any provision of this Agreement be considered void or voidable under any applicable law, such provision shall to the extent required be severed or amended in such a manner as to render the rest of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.

5. ENTIRE AGREEMENT AND WAIVER

5.1	This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement,
5.2	This Agreement may only be varied by the written agreement of both parties,
5.3	A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided by written notice.

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6. FORCE MAJEURE

Should either party’s obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force Majeure, then the obligations of that party shall be suspended during the period of such hampering, interference or interruption consequent upon such event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties will use their best commercial endeavors to minimize and reduce any period of suspension occasioned.

7. NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS

7.1	Nothing contained in this Agreement shall be deemed to alter the terms of the joint venture partnership between the parties.
7.2	This Agreement shall be governed by and construed in all respects in accordance with the laws of the Peoples Republic of China and each party hereby submits to the exclusive jurisdiction of the Chinese arbitration or courts.
7.3	Neither party shall make (and the parties shall ensure that no person connected with them shall make) any public statement, issuance or announcement about the signature of this Agreement without the prior written approval of the other party except as required by law or by any legal authority.

IN WITNESS whereof the parties have duly executed this Agreement the day and year first above written.

Authorized for and on behalf of
PACIFIC GREEN TECHNOLOGIES CHINA. LIMITED

/s/ Alex Shead

Alex Shead, CEO Asia

For and on behalf of  POWERCHINA SPEM LIMITED COMPANY
	Name:
	Title:

4

EX-10.32

Exhibit 10.32

WESTMINSTER PRODUCTS AND SERVICES PURCHASE AGREEMENT

THIS AGREEMENT is dated October 20, 2016.

BETWEEN:

(1) PACIFIC GREEN TECHNOLOGIES, INC., a company incorporated in the Delaware USA and having its registered office at 5208 Prospect Road, San Jose, CA.

and

(2) PACIFIC GREEN TECHNOLOGIES MARINE LIMITED, a company incorporated in England and Wales having a registered office address as 2-6 Cannon Street, London, England EC4M 6YH. (the "Purchaser")

and

(3) POWERCHINA SPEM COMPANY LIMITED, a company incorporated in the Peoples Republic of

China whose office address is 80 Hang Du Road, Pudong, New Area Shanghai, China. (the `Vendor")

WHEREAS:

A.       The Vendor is a Company duly registered and incorporated in the Peoples Republic of China with offices and operations in Shanghai. PRC.

B.       The Purchaser is a Company duly registered and incorporated in England and Wales having offices in London, England.

C.       The Vendor has agreed to sell and the Purchaser has agreed to purchase (the "Transaction") the products and services required to complete an ENVI-MarineTm Flue Gas Desulphurization system as specified by the Purchaser and listed in section 1.3 upon the terms and conditions of this agreement (the "Agreement"). The vendor has to deliver the system to Dakar, Senegal according to the Purchaser's instruction by March 1^st

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and such other good and valuable consideration (the receipt and sufficiency of which is acknowledged by ail of the parties), the parties hereto do covenant and agree each with the other as follows:

1.       Purchase and Sale

1.1       Purchase. Subject to the terms of this Agreement, the Vendor hereby agrees to sell the products and services specified in section 1.3 and the Purchaser agrees to purchase the listed products and services for a total purchase price of RMB 7,506,568 (the "Purchase Price"), which is USD 1,083,000 in terms of payment.

1.2       Payment. The Purchase Price for the listed products and services shall be made

according to the following schedule:

a)	Upon signing contract	30%
b)	Upon final specification	20%
c)	Upon delivery to the Port of Shanghai	40%
d)	14 days following installation and commissioning	10%

2

1.3       Products and Services. The following list of products and services as specified by the Purchaser that have been fabricated, procured or provided by the Vendor.

PRODUCTS DESCRIPTION	RMB
SCRUBBER		670,000
HEAD		20,000
PBM		43,000
NOZZLES		5,000
MIST ELIMINATOR		8,000
INSTRUMENTS		52,070
VALVES		217,600
EXPANSION JOINT		28,000
FRP GRID		2,654
SS PIPE		539,281
CABLES		78,745
SPARES		101,991
STRAINER		29,400
WATER PROCESSING COMPONENTS		2,721,231
ELECTRICAL CONTROLS /		1,837,500
SUB-TOTAL PRODUCTS		6,359,472

SERVICES	RMB
DESIGN AND ENGINEERING		300,000
INSTALLATION AND COMMISSIONING		120,000
PROJECT MANAGEMENT		520,771
SHIPPING		206,325
SUB-TOTAL SERVICES (RMB)		1,147,096
PROJECT TOTAL		7,506,568

2.       Covonants

2. 1     Approval by American Bureau of Shipping ("ABS") all materials selected for use in the manufacture and assembly of products are to be supplied by ABS certified suppliers and are to bear ABS certification stamps and or certificates from the supplier.

2.2      Inspection by American Bureau of Shipping All materials, products and assemblies are to be inspected by ABS and bear ABS approval stamps as required.

3

3.       Representations and Warranties

3. 1      the Vendor represents and warrants to the Purchaser that:

(a)       the Vendor is, and will remain during the term of this Agreement, qualified to manufacture and procure the products and services and sub-assemblies as specified by the Purchaser;

(b)       the Vendor has good and sufficient rights and authority to enter into this Agreement and carry out its obligations hereunder; and

(c)       the Vendor has, and will have at the time delivery, good and sufficient rights and authority to transfer their legal and beneficial title and ownership of the system products and services then being acquired by the Purchaser free and clear of all trade restrictions, liens, charges and encumbrances of any kind whatsoever.

3.2       The representations and warranties of the Vendor contained in this Agreement shall be true at the time of delivery and will continue to survive the purchase and sale contemplated herein.

3.3       the Purchaser represents and warrants to the Vendor that:

(a)       the Purchaser is capable of fulfilling the economic commitments made to the Vendor regarding the purchase of the system products and services.

3.4       The representations and warranties of the Purchaser contained in this Agreement shall be true at the time of delivery and will continue to survive the purchase and sale contemplated herein.

4.       Completion

4.1       Completion Arrangements. Subject to the terms and conditions of this Agreement, the completion of the transaction contemplated hereunder shall be upon delivery of the system listed in section 1.3 to the Port of Shanghai or other such FOB destination alternatively agreed to by the Parties or at such other time, date and place as the Purchaser and the Vendor agree in writing.

4.2       Delivery of Payment by Purchaser At each scheduled payment date, the Purchaser shall deliver to the Vendor:

(a)       Funds by wire transfer or other method of payment acceptable to the Vendor as payment for the amount due toward the full Purchase Price.

4

5.       General

5.1       Further Assurances. The parties hereto do hereby mutually covenant and agree to execute such further documents and instruments and do all such further acts and things as may be necessary for the purpose of completing the sale and purchase of the system products and services and otherwise implementing the terms of this Agreement.

5.2       Time of the Essence. Time is of the essence of this Agreement

5.3       Fntire Agreement. This Agreement constitutes the entire Agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as provided for herein. The recitals to this Agreement constitute a part of this Agreement.

5.4       Amendments in Writing Only. No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in written form executed by both of the parties hereto.

5.5       No Assignment. This Agreement may not be assigned by the Purchaser without the consent of the Vendor.

5.6       Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by the laws of the Peoples Republic of China. The Parties commit to resolving any dispute by friendly negotiation or to submit to having the dispute arbitrated by Shanghai Arbitration Committee.

5.7       Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. Delivery of an executed copy of this Agreement by facsimile or other means of electronic communication producing a printed copy will be deemed to be execution and delivery of this Agreement.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as of the date first above written.

S.F. Poulter
For and on behalf of Pacific Green Technologies, Inc.
	SIGNATURE
S.F. Poulter
For and on behalf of Pacific Green Technologies Marine Limited
	SIGNATURE

Name:	DU YANGFAN
		SIGNATURE
POSITION:	Supervisor of International Projects

Authorized Signatory For and on behalf of:

POWERCHINA SPEM COMPANY LIMITED

5

EX-10.33

Exhibit 10.33

This Agreement (the "Agreement") is made and entered into on November 19, 2016 (the "Effective Date") by and between:

(A) PACIFIC GREEN TECHNOLOGIES CHINA LIMITED, a Hong Kong registered limited liability company with its registered office at 301-303, 3/F, Golden Gate Commercial Building,136-138 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong ("PGTC")

(B) PACIFIC GREEN TECHNOLOGIES INC, a limited liability company with its registered office at 5205 Prospect Road, San Jose, California USA 95129 ("PGTK") will guarantee the performance and obligations of PGTC.

and

(C) POWERCHINA SPEM LIMITED COMPANY, a company incorporated in the Peoples Republic of China having its registered address at 80 Hangdu Road, Shanghai, China 201316 ("SPEM")

WHEREAS

(1)	Li Xionghao is a Professional Chief Engineer with SPEM who is seconded to PGTC by SPEM;
(2)	Li Xionghao is industry recognized professional and has extensive experience emission control system engineering and design in China;
(3)	PGTC wishes to engage the services of Li Xionghao to provide professional engineering and design services for its emission control systems;
(4)	PGTK will guarantee the performance and obligations of PGTC.

IT IS AGREED

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings:

Term

Shall mean the term of this Agreement described in Clause 2;

Force Majeure

Shall mean any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority;

1.2 The singular includes the plural and vice versa.

1.3 The clause headings do not form part of this Agreement and should not be taken into account in its construction or interpretation.

1.4 References in this Agreement to the Schedule are to the Schedules to this Agreement.

2. TERM AND APPOINTMENT

2.1 This Agreement shall have effect from the date first noted and shall continue for six-months unless terminated by mutual agreement between the parties.

2.2 After six-months the parties will negotiate in good faith for an ongoing contract for services of a similar nature.

3. PAYMENT AND CONSIDERATION

3.1 The consideration for these Services and contribution to the procurement of the Yancheng project and the work provided within the Joint Venture payment of the following will be made:

3.1.1 Cash consideration of US$31,500 paid to Power China SPEM on or before the 31st of December 2016.

3.1.2 Cash Bonus of US$20,000 will be paid to Li Xionghao for the successful performance of the high sulphur test conducted at the joint venture project delivered by PGTC and Power China SPEM;

4. ASSIGNMENT, CONFIDENTIALITY & SEVERABILITY

4.1 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to unreasonably withheld or delayed providing that neither party is detrimentally affected by the assignment.

4.2 The parties acknowledge that the contents, in particular the financial details of this Agreement are confidential and neither party will disclose any information concerning the terms of this Agreement without the prior written consent of the other except as required by law or as reasonably necessary for the operation of this Agreement.

4.3 Should any provision of this Agreement be considered void or voidable under any applicable law, such provision shall to the extent required be severed or amended in such a manner as to render the rest of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.

5. ENTIRE AGREEMENT AND WAIVER

5.1 This Agreement supersedes all prior agreements entered into by the Parties.

5.2 This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the parties and may only be varied by the written agreement of both parties.

2

5.3 A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided by written notice.

6. FORCE MAJEURE

Should MANMAC's obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force Majeure, then the obligations of ENVIRO/ENVI shall be suspended during the period of such hampering, interference or interruption consequent upon such event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties will use their best commercial endeavors to minimize and reduce any period of suspension occasioned.

7. NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS

7.1 Nothing contained in this Agreement shall be deemed to create any relationship of agency, partnership, joint venture or contract of employment between the parties.

7.2 This Agreement shall be governed by and construed in all respects in accordance with the laws of British Columbia and each party hereby submits to the exclusive jurisdiction of the Provincial courts.

7.3 Neither party shall make (and the parties shall ensure that no person connected with them shall make) any public statement, issuance or announcement about the signature of this Agreement without the prior written approval of the other party except as required by law or by any legal authority.

Intentionally Blank

3

SIGNATURE PAGE

IN WITNESS whereof the parties have duly executed this Agreement the day and year first above written.

For and on behalf of
Pacific Green Technologies China Limited	/s/ Scott Poulter
	Scott Poulter
For and on behalf of
Pacific Green Technologies, Inc.	/s/ Scott Poulter
	Scott Poulter
For and on behalf of Power China SPEM
	Name:
	Title:

4

EX-10.34

Exhibit 10.34

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE SHAREED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

PACIFIC GREEN TECHNOLOGIES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

U.S. ACCREDITED AND NON-U.S. INVESTORS

INSTRUCTIONS TO PURCHASER

1) This Subscription Agreement is for use by U.S. Accredited and Non-U.S. Investors.

2) COMPLETE the information on page 2 of this Subscription Agreement.

3) If a US Person (as defined in Section 1.2 of this Subscription Agreement), COMPLETE the Accredited Investor Questionnaire attached on page 11 of this Subscription Agreement.

4) If not a US Person, COMPLETE the Declaration of Regulation S Eligibility attached on page 13 of this Subscription Agreement.

5) All other information must be filled in where appropriate.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: PACIFIC GREEN TECHNOLOGIES INC. (the "Issuer")

Subject and pursuant to the Terms (as defined below), the General Provisions (as defined below) and the other attached schedules and appendices, all of which are hereby incorporated herein by reference, the Purchaser hereby irrevocably subscribes for, and on the Closing Date (as defined below) will purchase from the Issuer, the following securities at the following price:

666,667 Shares

U.S.$1.50 per Share for a total purchase price of U.S.$1,000,000.50

The Purchaser owns, directly or indirectly, the following securities of the Issuer:

[Check if applicable]  The Purchaser is ☐ an affiliate of the Issuer or ☐ a professional advisor of the Issuer.

The Purchaser directs the Issuer to issue, register and deliver the certificates representing the Shares as follows:

REGISTRATION INSTRUCTIONS	DELIVERY INSTRUCTIONS
TWYNAM AGRICULTURAL GRP PTY LIMITED
Name to appear on certificate	Name and account reference, if applicable
c/o  REG ABN 12000 573213
Account reference if applicable	Contact name
L8 17-19 Bridge Street
Address	Address
Sydney, NSW 2000 Australia
	Telephone Number

EXECUTED by the Purchaser on this _______ day of November, 2016. By executing this Subscription Agreement, the Purchaser certifies that the Purchaser is a resident in the jurisdiction shown as the "Address of Purchaser".

WITNESS:	EXECUTION BY PURCHASER:
	X
Signature of Witness	Signature of individual (if Purchaser is an individual)
	X
Name of Witness	Authorized signatory (if Purchaser is not an individual)
	TWYNAM AGRICULTURAL GRP PTY LIMITED
Address of Witness	Name of Purchaser (please print)
	Colin Sussman
	Name of authorized signatory (please print)
Accepted this ______ day of November, 2016	n/a
PACIFIC GREEN TECHNOLOGIES INC.	Address of Purchaser (residence)
By:	61 29325 000
	Telephone Number
Authorized Signatory	csussman@twynam.com
	E-mail address
	*Social Security/Tax I.D. No./Corp Registration No.

*Required from all Purchasers

By signing this acceptance, the Issuer agrees to be bound by the Terms, the General Provisions and the other attached schedules and appendices, all of which are incorporated herein by reference. If funds are delivered to the Issuer’s lawyers, they are authorized to release the funds to the Issuer without further authorization from the Purchaser.

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TERMS

Reference date of this Subscription Agreement November 16, 2016 (the "Agreement Date")

The Offering

The Issuer	PACIFIC GREEN TECHNOLOGIES INC.
Offering	This offering consists of Shares ("Shares") at U.S. $1.50 per Share.
Purchased Shares	The "Purchased Shares" are the Shares that the Purchaser agrees to purchase pursuant to this Agreement.
Offering Restrictions	This Offering is not subject to any minimum number of Shares being sold.
Issue Price	U.S. $1.50 per Share.
Selling Jurisdictions	The Shares may be sold only in jurisdictions where they may be lawfully sold (the "Selling Jurisdictions").
Securities Exemptions	The Offering will be made in accordance with the following exemptions from registration:

(a)	the exemption provided by Rule 506(b) of Regulation D promulgated under the 1933 Act for offerings to Accredited Investors (as defined in Regulation D); or
(b)	the exemption afforded by Regulation S of the 1933 Act for offerings of securities in an offshore transaction to persons who are not U.S. persons; or
(c)	with the approval of the Issuer, such other exemptions as may be available pursuant to the securities laws of the Selling Jurisdictions.

Closing Date On such date determined by the Issuer in its discretion.

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Resale restrictions and legends The Purchaser acknowledges that the certificates representing the Purchased Shares will bear the following legends: For U.S. purchasers: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER." For Non-U.S. purchasers: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.

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GENERAL PROVISIONS

1. DEFINITIONS

1.1          In the Subscription Agreement (including the first (cover) page, the Terms, these General Provisions and the other schedules, questionnaires and appendices incorporated by reference), the following words have the following meanings unless otherwise indicated:

(a) "1933 Act" means the United States Securities Act of 1933, as amended;

(b) "Closing" means the completion of the sale and purchase of the Purchased Shares;

(c) "Closing Date" means the date on which the Closing occurs, which shall be on such date determined by the Issuer in its discretion;

(d) "General Provisions" means those portions of the Subscription Agreement headed "General Provisions" and contained on pages 5 to 10 herein;

(e) "Private Placement" means the offering of the Shares on the terms and conditions of this Subscription Agreement;

(f) "Purchased Shares" has the meaning assigned in the Terms;

(g) "Regulatory Authorities" means the governmental or other authorities with jurisdiction over the Issuer;

(h) "Shares" has the meaning assigned in the Terms;

(i) "SEC" means the United States Securities and Exchange Commission;

(j) “Securities” mean, collectively and individually, the Purchased Shares, the Warrants, and the common shares of the Issuer underlying the Warrants.

(k) "Subscription Agreement" means this Agreement, including all schedules and appendices incorporated by reference; and

(l) "Terms" means those portions of the Subscription Agreement headed "Terms" and contained on pages 3 to 4 herein.

(m) “Warrants” means the share purchase warrants as described in below section 4.3, and further defined in Schedules A1 and B hereto.

1.2          In this Subscription Agreement, the following terms have the meanings defined in Regulation S under the 1933 Act: "Offshore", "U.S. Person" and "United States". Without restricting the generality of such definition, “US Person” includes:

(a)          a natural person resident in the United States,

(b)         a partnership or corporation organized or incorporated under the laws of the United States,

(c)          an estate of which any executor or administrator is a U.S. Person,

(d)         a trust of which any trustee is a U.S. Person,

(e)         a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit of a U.S. Person,

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(f)          a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States, and

(g)         a partnership or corporation if

(i) organized or incorporated under the laws of any foreign jurisdiction, and

(ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by ‘Accredited Investors’ who are not natural persons, estates or trusts..

1.3          In this Subscription Agreement, unless otherwise specified, currencies are indicated in U.S. dollars.

1.4          In this Subscription Agreement, other words and phrases that are capitalized have the meanings assigned to them in the body hereof.

2. Acknowledgments, REPRESENTATIONS AND WARRANTIES OF PURCHASER

2.1 Acknowledgments concerning offering

The Purchaser acknowledges that:

(a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws, and that, therefore, the Purchaser may not receive information that would otherwise be required to be provided to a purchaser in a registered public offering.

(b) the Issuer will refuse to register any transfer or assignment of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

(c) the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or to facilitate sales pursuant to Regulation S or Rule 144 under the 1933 Act, or pursuant to the laws of any other jurisdiction;

(d) the Purchaser’s decision to execute this Subscription Agreement and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of information (the "Issuer Information") contained in the Issuer’s filings with the SEC. The Purchaser acknowledges that the business plan, the corporate profile and any projections or predictions contained in any such documents may not be achieved or be achievable;

(e) the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer regarding the Offering and the Issuer Information, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Issuer Information;

(f) the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Purchaser, the Purchaser's attorney and/or advisor(s);

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(g) by execution hereof the Purchaser has waived the need for the Issuer to communicate its acceptance of the purchase of the Shares pursuant to this Subscription Agreement;

(h) the issuance and sale of the Securities to the Purchaser will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer;

(i) the Purchaser has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions and it is solely responsible (and the Issuer is in any way responsible) for compliance with applicable resale restrictions;

(j) the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Shares will become listed on any stock exchange or automated dealer quotation system;

(k) neither the SEC nor any other securities commission or Regulatory Authority has reviewed or passed on the merits of the Securities, and no Regulatory Authority has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to, the Shares;

(l) no documents in connection with this Offering have been reviewed by the SEC or any other Regulatory Authority;

(m) there is no government or other insurance covering any of the Securities;

(n) an investment in the Securities involves significant risks, including but not limited to those identified in the Issuer’s latest Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other filings with the SEC; and

(o) this Subscription Agreement is not enforceable by the Purchaser unless it has been accepted by the Issuer, and the Purchaser acknowledges and agrees that the Issuer reserves the right to reject any Subscription for any reason.

2.2 Representations by the Purchaser

The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

(a) the Purchaser is resident at the address indicated on page 2 hereof;

(b) the Purchaser has received and carefully read this Subscription Agreement and the Issuer Information;

(c) the Purchaser has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Purchaser is not an individual, it is duly organized and validly subsisting under the laws of its jurisdiction of formation and all necessary approvals by its directors, shareholders, members, partners and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Purchaser;

(d) the Purchaser (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time, and can afford the complete loss of such investment;

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(e) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the governing documents of, the Purchaser, or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;

(f) the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser;

(g) the Purchaser has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Issuer, and the Purchaser is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;

(h) the Purchaser is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and the Purchaser has not subdivided his interest in the Securities with any other person;

(i) the Purchaser is not an underwriter of, or dealer in, the common shares of the Issuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

(j) the Purchaser agrees to sell, assign or transfer the Securities only in accordance with the requirements of applicable securities laws and any legends placed on the Securities as contemplated by the Subscription Agreement.

(k) the Purchaser has made an independent examination and investigation of an investment in the Securities and the Issuer and has depended on the advice of its legal and financial advisors and agrees that the Issuer will not be responsible in anyway whatsoever for the Purchaser's decision to invest in the Securities and the Issuer;

(l) the Purchaser is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(m) no person has made to the Purchaser any written or oral representations:

(i) that any person will resell or repurchase any of the Securities;

(ii) that any person will refund the purchase price of any of the Securities;

(iii) as to the future price or value of any of the Securities; or

(iv) that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Issuer on any stock exchange or automated dealer quotation system;

(n) the Purchaser agrees not to engage in any hedging transactions in the Securities before the end of one year unless in compliance with the Securities Act; and

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(o) if the address provided under either "Registration Instructions" or "Delivery Instructions" on page 2 is outside the United States, then the Purchaser is not:

● a natural person resident in the United States; or

● a partnership or corporation organized or incorporated under the laws of the United States; or

● a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; or

● a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or resident in the United States, unless such account is held for the benefit or account of a non-U.S. person.

2.3 Reliance, indemnity and notification of changes

(a) The representations and warranties in the Subscription Agreement (including the first (cover) page, the Terms, the General Provisions and the other schedules and appendices incorporated by reference) are made by the Purchaser with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Securities. The Purchaser undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Purchaser set forth in the Subscription Agreement (including the first (cover) page, the Terms, the General Provisions and the other schedules and appendices incorporated by reference) which takes place prior to the Closing.

(b) The Purchaser will indemnify and hold harmless the Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein, the Questionnaire or in any other document furnished by the Purchaser to the Issuer in connection herewith, being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Issuer in connection therewith.

2.4 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

3. ISSUER’S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and delivered to the Issuer, will constitute a subscription for Securities which will not be binding on the Issuer until accepted by the Issuer by executing the Subscription Agreement in the space provided on the face page(s) of the Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the Purchaser, the Subscription Agreement will be entered into on the date of such execution by the Issuer.

4. CLOSING

4.1          On or before the end of the business day before the Closing Date, the Purchaser will deliver to the Issuer the Subscription Agreement and all applicable schedules and required forms, duly executed, and payment in full for the total price of the Securities to be purchased by the Purchaser.

4.2          At Closing, the Issuer will deliver to the Purchaser the certificates representing the Purchased Shares purchased by the Purchaser registered in the name of the Purchaser or its nominee, or as directed by the Purchaser.

4.3          As additional consideration to the Purchaser for the purchase of the Purchased Shares pursuant to this Subscription Agreement, the Issuer agrees to issue to the Purchaser, subject to and at the Closing, the Warrants described in Schedules A and B hereto (collectively, the "Warrants," and each, a "Warrant") purchase Common Shares of the Issuer.

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5. MISCELLANEOUS

5.1          The Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part of the Subscription Agreement and any other schedules, forms, certificates or documents executed by the Purchaser and delivered to the Issuer in connection with the Private Placement.

5.2          The Purchaser will execute, deliver, file and otherwise assist the Issuer in filing such reports, undertakings and other documents with respect to the issuance of the Securities as may be required.

5.3          The Issuer may rely on delivery by fax machine of an executed copy of this subscription, and acceptance by the Issuer of such faxed copy will be equally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms of the Subscription Agreement.

5.4          Without limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject to the Issuer’s having obtained such regulatory approval of this subscription and the transactions contemplated by this Subscription Agreement as the Issuer considers necessary.

5.5          This Subscription Agreement is not assignable or transferable by either party hereto without the express written consent of the other party to this Subscription Agreement.

5.6          Time is of the essence of this Subscription Agreement.

5.7          Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else.

5.8          The parties to this Subscription Agreement may amend this Subscription Agreement only in writing.

5.9          This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

5.10        A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 2.

5.11        This Subscription Agreement is to be read with all changes in gender or number as required by the context.

5.12        This Subscription Agreement will be governed by and construed in accordance with the internal laws of Delaware (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the State of California with respect to any dispute related to this Subscription Agreement.

End of General Provisions

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DECLARATION OF REGULATION S ELIGIBILITY

Regulation S of the United States Securities Act of 1933, as amended (“Securities Act”) is available for the use of non-U.S. Persons only. This Declaration must be answered fully and returned to PACIFIC GREEN TECHNOLOGIES INC. (the “Issuer”) to ensure the Issuer is in compliance with the Securities Act in connection with the proposed acquisition of securities of the Issuer (the “Securities”) by the Purchaser (as defined below). All information will be held in the strictest confidence and used only to determine investor status. No information will be disclosed other than as required by law or regulation, other demand by proper legal process or in litigation involving the Issuer or its affiliates, controlling persons, officers, directors, partners, employees, shareholders, attorneys or agents.

I, ____________________________________ (the “Purchaser”), HEREBY AFFIRM AND DECLARE THAT:

1. The Purchaser is not a “US Person,” as such term is defined in Rule 902(k) of Regulation S which, without restricting the generality of such definition, includes

(a)           a natural person resident in the United States,

(b)          a partnership or corporation organized or incorporated under the laws of the United States,

(c)          an estate of which any executor or administrator is a U.S. Person,

(d)          a trust of which any trustee is a U.S. Person,

(e)          a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit of a U.S. Person,

(f)           a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States, and

(g)          a partnership or corporation if

(i) organized or incorporated under the laws of any foreign jurisdiction, and

(ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by ‘Accredited Investors’ who are not natural persons, estates or trusts..

2. The Purchaser is not purchasing the Securities for the benefit of a US Person.

3. The Purchaser is not purchasing the Securities in the name of a company incorporated in the United States of America or for the benefit of a company incorporated in the United States of America.

4. The Purchaser is not purchasing the Securities in its capacity as trustee for a U.S.-based trust.

5. The Purchaser is not purchasing the securities in its capacity as an executor or administrator of the estate of a U.S. resident.

6. The Purchaser is not a U.S. resident purchasing the Securities through a brokerage account located outside of the United States of America, nor is it using a non-U.S. brokerage account to purchase the Securities for the benefit of individuals or corporate entities resident within the United States of America.

7. The Purchaser is not purchasing the Securities as part of a transaction or series of transactions that, although in technical compliance with the provisions of Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act and will not engage in hedging transactions involving the Securities unless such transactions are in compliance with the Securities Act.

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8. The Purchaser is purchasing the Securities as an investment and not with a view towards resale.

9. It has been called to the Purchaser’s attention that this investment involves a high degree of risk, and no assurances are or have been made regarding the economic advantages, if any, which may inure to its benefit. The economic benefit from an investment in the Securities depends on the ability of the Issuer to successfully conduct its business activities. The accomplishment of such goals in turn depends on many factors beyond the control of the Issuer or its management. Accordingly, the suitability for any particular investor in the Securities will depend upon, among other things, such investor's investment objectives and such investor's ability to accept speculative risks, including the risk of a total loss of investment in the Securities. The Purchaser’s advisor(s), if any, and the Purchaser have carefully reviewed and understand the risk of, and other considerations relating to, an investment in the securities.

10. The Purchaser is able to bear the economic risks of this investment, is able to hold the Securities for an indefinite period of time, and has sufficient net worth to sustain a loss of the entire investment in the Issuer in the event such loss should occur.

11. The Issuer has answered all inquiries that the Purchaser has made of it concerning the Issuer or any other matters relating to the business and proposed operation of the Issuer and the offer and sale of the Securities.

12. The Purchaser will offer, sell or otherwise transfer the Securities only (A) pursuant to a registration statement that has been declared effective under the Securities Act, (B) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S in a transaction meeting the requirements of Rule 904 (or other applicable Rule) under the Securities Act, or (C) pursuant to another available exemption from the registration requirements of the Securities Act, subject to the Issuer’s right prior to any offer, sale or transfer pursuant to clauses (B) or (C) to require the delivery of an opinion of counsel, certificates or other information reasonably satisfactory to the Issuer for the purpose of determining the availability of an exemption.

13. To the Purchaser’s knowledge, without having made any independent investigation, neither the Issuer nor any person acting for the Issuer, has conducted any “directed selling efforts” in the United States as the term “directed selling efforts” is defined in Rule 902 of Regulation S, which, in general, means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the marketing in the United States for any of the securities being offered. Such activity includes, without limitation, the mailing of printed material to investors residing in the United States, the holding of promotional seminars in the United States, and the placement of advertisements with radio or television stations broadcasting in the United States or in publications with a general circulation in the United States, which discuss the offering of the securities. To the Purchaser’s knowledge, without having made any independent investigation, the securities were not offered to it through, and the Purchaser is not aware of, any form of general solicitation or general advertising, including without limitation, (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

14. The Purchaser is permitted to purchase the Securities under the laws of its home jurisdiction.

15. The Purchaser has been independently advised as to the applicable holding period imposed in respect of the Securities by securities legislation in the jurisdiction in which it resides and confirms that no representation has been made respecting the applicable holding periods for the Securities in such jurisdiction and is aware of the risks and other characteristics of the Securities and of the fact that holders of such Securities may not be able to resell such Securities except in accordance with applicable securities legislation and regulatory policy.

16. The Purchaser understands that if it knowingly and willingly makes false statements as to eligibility to purchase or resell securities under Regulation S, it may become subject to civil and criminal proceedings being taken by the United States Securities and Exchange Commission.

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17. The Purchaser has no present intention of becoming, a resident of the United States (defined as being any natural person physically present within the United States for at least 183 days in a 12-month consecutive period or any entity who maintained an office in the United States at any time during a 12-month consecutive period). The Purchaser understands that the Issuer may rely upon the representations and warranty of this paragraph as a basis for an exemption from registration of the securities under the Securities Act, and the provisions of relevant state securities laws.

DATED: __________________, 2014

Witnessed by:	)
	)
	)
	)	Signature
	)
	)
Address	)
	)	(Please print name)
	)

End of Subscription Agreement

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SCHEDULE A

TO SHARE SUBSCRIPTION AGREEMENT

WARRANT CERTIFICATE (12 MONTHS)

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

WARRANTS TO PURCHASE COMMON SHARES OF

PACIFIC GREEN TECHNOLOGIES INC.

(a Delaware corporation)

WARRANT CERTIFICATE NO. ISSUE DATE: Certificate for 666,667 warrants, each entitling the Holder, subject to adjustment, to acquire one Common Share in the capital of PACIFIC GREEN TECHNOLOGIES INC.

THIS IS TO CERTIFY THAT for value received the holder, TWYNAM AGRICULTURAL GRP PTY LIMITED, (the "Holder") of Level 8, 17-19 Bridge St, Sydney, New South Wales, 2000 Australia, is entitled to acquire in the manner herein provided one fully paid and non-assessable Common Share of PACIFIC GREEN TECHNOLOGIES INC. (the "Company") for each of the warrants (the "Warrants") represented by this certificate or by a replacement certificate (in either case, this "Warrant Certificate"). Unless otherwise stated, all references to sums of money in this Warrant Certificate are expressed in United States Dollars (US$).

The Warrants are exercisable at any time prior to 5:00 p.m. (Pacific Time) on the day immediately preceding the one (1) year anniversary of the Issuer Date (the "Expiry Time").

The subscription price for each Common Share to be acquired upon exercise of each Warrant shall be $1.50 (the "Exercise Price"), subject to the provisions and upon the terms and conditions referred to in this Warrant Certificate.

1. Interpretation

1.1 Where used in this Warrant Certificate, the following words and phrases have the following meanings:

(a) "Common Shares" means common shares in the capital of the Company.

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(b) "Common Share Reorganization" means (i) a subdivision, redivision or change in the number of Common Shares at any time outstanding into a greater number of Common Shares, (ii) a reduction, combination or consolidation in the Common Shares at any time outstanding into a lesser number of Common Shares or (iii) any issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than as a distribution of Common Shares upon exercise of the Warrants, warrants or options previously issued by the Company or pursuant to the exercise of directors, officers or employee stock options granted under the Company's present or future stock option plans).

(c) "Company Reorganization" means any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares or other securities (other than a Common Share Reorganization), including, without limitation, in connection with:

(i) a consolidation, amalgamation, arrangement or merger of the Company with or into any other company; or

(ii) any transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person or any exchange of Common Shares into securities of another company.

(d) "Securities Laws" means the federal and state securities laws of the United States of America, and the rules and regulations promulgated thereunder, and the orders and policy statements of the United States Securities Commission, or such other securities regulatory authorities having jurisdiction over the Company, as applicable to the Company from time to time.

(e) "Principal Trading Market" means the electronic stock quotation system operated by OTC Markets Group, or such other market on which the Common Shares are principally traded at the relevant time.

1.2. In the event that (a) the Expiry Time occurs on a day that is a Saturday, Sunday or civic or statutory holiday in San Jose, California or (b) any day on or before which any action is required to be taken hereunder is a Saturday, Sunday or civic or statutory holiday in San Jose, California, then the Expiry Time shall occur on or the action shall be required to be taken on or before the next succeeding day that is not a Saturday, Sunday or civic or statutory holiday in San Jose, California.

2. Exercise of Warrants

2.1 The Warrants represented by this Warrant Certificate may be exercised by the Holder at any time prior to the Expiry Time, in whole or in part, by delivering to the registered office of the Company, at 5205 Prospect Road, San Jose, California, USA 95129, during its normal business hours:

(a) a duly completed and executed Notice of Exercise in the form attached to this Warrant Certificate;

(b) a wire transfer, certified cheque or bank draft payable in United States Dollars to or to the order of the Company in payment of the Exercise Price for the number of Warrants being exercised; and

(c) this Warrant Certificate.

2.2 Subject to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Warrants are to be issued shall be deemed immediately for all purposes to be the holder or holders of record of such Common Shares and the Company will cause a certificate or certificates representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered or mailed to the person or persons at the address or addresses specified in the applicable Notice of Exercise within seven days of receipt of the documents referred to in Section 2.1 above.

2.3 No fractional shares shall be issued and if the exercise of the Warrants represented hereby would result in the Holder being entitled to receive a fraction of a share, the Company shall instead issue upon the exercise the next lower whole number of Common Shares; provided, that such entitlement of the Holder to a fractional share may subsequently be exercised in combination with other rights which, in the aggregate, entitle the Holder to purchase a whole number of Common Shares. The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Certificate. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.

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2.4 The Company covenants and agrees that:

(a) all Common Shares issued upon the exercise of the rights represented by this Warrant Certificate will, upon payment of the Exercise Price therefor, be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of all liens, charges and encumbrances;

(b) from and after the date of this Warrant Certificate and otherwise during the period within which the rights represented by this Warrant Certificate may be exercised, the Company will at all times (to the extent necessary under applicable corporate law) have authorized and reserved for issuance a sufficient number of Common Shares to provide for the exercise of the Warrants represented by this Warrant Certificate; and

(c) until the earlier of the Expiry Time or such time as the Warrants cease to be outstanding, it will use its commercially reasonable efforts to maintain (i) the listing of the Common Shares on the Principal Trading Market, if applicable, and (ii) its status as a "reporting company" (or the equivalent thereof) not in default under the Securities Laws and file with and pay to the securities regulatory authorities in each of the jurisdiction wherein it is a "reporting company" or as may otherwise be required in a timely manner all reports and other documents required to be filed and all fees required to be paid by the Company under the Securities Laws.

2.5 If the Warrants represented by this Warrant Certificate have not been exercised prior to the Expiry Time, all rights under the Warrants represented hereby shall wholly cease and terminate and the Warrants shall be void and of no effect.

2.6 The certificate or certificates representing the Common Shares to be issued upon such exercise will, as required by the Securities Laws, bear legends substantially as follows:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER."

or

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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3. Issue in Substitution for Lost Warrants

3.1 In case this Warrant Certificate shall become mutilated or be lost, destroyed or stolen, the Company, subject to applicable law and to Section 3.2, shall issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen upon surrender of and in place of and upon cancellation of the mutilated Warrant Certificate or in lieu of and in substitution for the lost, destroyed or stolen Warrant Certificate.

3.2 The applicant for the issue of a new Warrant Certificate pursuant to this Section 3 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Company such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Company in its discretion acting reasonably and the applicant may also be required to furnish an indemnity in form satisfactory to the Company in its discretion acting reasonably, and shall pay the reasonable charges of the Company in connection therewith.

4. Adjustment of Subscription Rights

4.1 If and whenever at any time after the date hereof and prior to the Expiry Time there shall be a Company Reorganization, the Holder shall thereafter upon the exercise of the Warrants be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Holder was entitled to upon such exercise, the kind and amount of shares, other securities or property which the Holder would have been entitled to receive as a result of such Company Reorganization if the Holder had been the registered holder of the number of Common Shares on the record date or effective date thereof, as the case may be, to which the Holder was entitled to upon exercise of the Warrants. If necessary, appropriate adjustments shall be made in the application of the provisions set out herein with respect to the rights and interests of the Holder after the consummation of the Company Reorganization to the end that the provisions set out herein shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants represented hereby.

4.2 If and whenever at any time after the date hereof and prior to the Expiry Time:

(a) a Common Share Reorganization takes place and the Holder holds Warrants that have not been exercised on or prior to the effective date or record date of such Common Share Reorganization, as the case may be, upon the exercise of such right thereafter then the Holder shall be entitled to receive and shall accept in lieu of the number of Common Shares which would otherwise then have been subscribed for by the Holder, at the Exercise Price as adjusted in accordance with Section 4.2(b), the aggregate number of Common Shares or other securities convertible into or exchangeable for Common Shares, or both, that the Holder would have been entitled to receive as a result of such Common Share Reorganization, on such record date or effective date, as the case may be, had the Holder been the registered holder of the number of Common Shares so subscribed for; and

(b) the Exercise Price in effect on the effective date (subject to the last sentence of this Section 4.2(b)) of such Common Share Reorganization shall be adjusted by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the number of Common Shares outstanding immediately prior to such event and the denominator of which shall be the number of Common Shares outstanding immediately following such event. For the purposes of the adjustment contemplated hereby, the expression "number of Common Shares outstanding" at any time shall include all Common Shares issuable upon exercise of all outstanding rights to acquire Common Shares, the exercise of which is not subject to any condition or limitation which has not been satisfied at that time. Any such issue of Common Shares by way of a stock dividend will be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 4.2(b).

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4.3 If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall fix a record date for the issuance or distribution to all or substantially all of the holders of Common Shares of: (i) securities of the Company, including without limitation shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares; (ii) evidences of indebtedness (including indebtedness of the Company); or (ii) property or other assets of the Company, and if such issuance or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), then the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution by multiplying the Exercise Price in effect on such record date by a fraction:

(a) the numerator of which shall be:

(i) the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date, less

(ii) the aggregate fair market value, as determined by the board of directors of the Company, of the securities, evidences of indebtedness or property or other assets issued or distributed in the Special Distribution, and

(b) the denominator of which shall be the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date.

4.4 If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall issue to all or substantially all of the holders of Common Shares rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the "Rights Period"), to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share at the date of issue of such securities to the holder in the case of securities exchangeable for or convertible into Common Shares) of less than 85% of the Current Market Price of a Common Share on such record date (any of such events being called a "Rights Offering"), and if the Company does not provide the opportunity to participate in the Rights Offering on the same terms and conditions applicable to holders of Common Shares in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants, then the Exercise Price shall be adjusted effective immediately as of the record date for the Rights Offering by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(a)          the numerator of which shall be the aggregate of:

(i) the number of Common Shares outstanding as of the record date for the Rights Offering, and

(ii) a number determined by dividing

A. the amount equal to the aggregate consideration payable on the exercise of all of the rights, warrants and options under the Rights Offering plus the aggregate consideration, if any, payable on the exchange or conversion of the securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants or options (assuming the exercise of all rights, warrants and options under the Rights Offering and assuming the exchange or conversion of all securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants and options);

by

B. the Current Market Price of a Common Share as of the record date for the Rights Offering, and

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(b) the denominator of which shall be the number of Common Shares which would be outstanding after giving effect to the Rights Offering (assuming the exercise of all of the rights, warrants or options under the Rights Offering and assuming the exchange or conversion into Common Shares of all securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants or options, if any).

If by the terms of the rights, options or warrants referred to in this Section 4.4 there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. To the extent that any adjustment in Exercise Price occurs pursuant to this Section 4.4 as a result of the fixing by the Company of a record date for a Rights Offering, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.

4.5 Notwithstanding anything to the contrary set forth in this Warrant Certificate, if, in the opinion of the board of directors of the Company, acting reasonably, at any time prior to the Expiry Time the Company takes any other action affecting its capital:

(a) to which the foregoing provisions of Sections 4.1, 4.2, 4.3 or 4.4 are not strictly applicable or, if strictly applicable, would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof; or

(b) which would otherwise materially affect the rights of the Holder hereunder,

then the board of directors of the Company shall, subject to any requisite regulatory approval, adjust such rights as aforesaid in such a manner as the board of directors of the Company, acting reasonably, determines is equitable in the circumstances.

4.6 The adjustments provided for herein:

(a) are cumulative and shall apply to successive events resulting in any adjustment under Sections 4.1, 4.2, 4.3, 4.4 or 4.5;

(b) are intended to preserve the economic value of the Warrants, not to enhance or diminish their value;

(c) shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent but shall not be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this Section 4.6(c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment; and

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(d) shall, in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants, not be required unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 4.6(d) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

4.7 In any case of an event for which an adjustment shall be effective immediately after a record date for an event referred to herein, the Company may defer, until the completion of such an event, issuing to the Holder of any Warrant exercised after such record date and before the completion of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company shall deliver or cause to be delivered to the Holder an appropriate instrument evidencing such Holder's right, upon the completion of the event requiring the adjustment, to receive the additional Common Shares and the right to receive any dividends or other distributions which, but for the provisions of this Section 4.7, such person or persons would have been entitled to receive in respect of such additional Common Shares from and after the date that the Warrant was exercised in respect thereof.

4.8 At least 10 days prior to the effective date or record date, as the case may be, of any event which requires or may require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price or the number of Common Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Company is otherwise by law required to provide holders of Common Shares in respect of any such event, the Company shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In the event that the adjustment for which such notice has been given is not then determinable, the Company shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment. On the happening of each and every such event, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.

4.9 If the Company shall set a record date to determine the holders of the shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

4.10 In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend or distribution or any Rights Offering or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected.

4.11 Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any computation under Sections 4.1, 4.2, 4.3 or 4.4.

4.12 Any question arising with respect to the adjustments provided herein shall be conclusively determined by the auditors of the Company (or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the board of directors of the Company), who shall have access to all necessary records of the Company, and the determination by the auditors or of such accountants, as applicable, shall be binding upon the Company and the Holder. Notwithstanding the foregoing, if the Common Shares are listed on any stock exchange, such determination shall be subject to the prior written approval of such stock exchange.

5. Miscellaneous

5.1 The holding of the Warrants evidenced by this Warrant Certificate shall not constitute the Holder thereof a holder of Common Shares of the Company or entitle the Holder to any rights as a holder of Common Shares, including without limitation, voting rights.

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5.2 The Holder may, upon surrender of this Warrant Certificate at the registered office of the Company located at 5205 Prospect Road, San Jose, California, USA 95129, exchange this Warrant Certificate for other Warrant Certificates evidencing Warrants entitling the holder to receive in the aggregate the same number of Common Shares as may be acquired pursuant to the Warrants evidenced by this Warrant Certificate.

5.3 Any notice or other communication (a "Communication") to be made or given in connection with this Warrant Certificate shall be made or given in writing and may be made or given by personal delivery, by registered mail addressed to the recipient at its address provided on the first page of this Warrant Certificate or such other address or individual as may be designated by it by notice given in accordance with this Section 5.3. Any Communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the fourth day, other than a Saturday, Sunday or civic or statutory holiday in San Jose, California, following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of the mail, any such Communication shall not be mailed but shall be made or given by personal delivery.

5.4 Time is of the essence hereof.

5.5 This Warrant Certificate shall be exclusively governed will be governed by and construed in accordance with the internal laws of Delaware (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the State of California with respect to any dispute related to this Subscription Agreement.

5.6 If a court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Warrant Certificate is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Warrant Certificate shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Warrant Certificate would fail in its essential purpose.

5.7 This Warrant Certificate enures to the benefit of the Holder and its successors and permitted assigns and is binding upon the Company and its successors.

PACIFIC GREEN TECHNOLOGIES INC., intending to be contractually bound, has caused this Warrant Certificate to be signed by its duly authorized officer as of ___________________, 2016.

PACIFIC GREEN TECHNOLOGIES INC.

By:

Neil Carmichael

Its: President and Director

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NOTICE OF EXERCISE

TO: PACIFIC GREEN TECHNOLOGIES INC. (the "Company")

Capitalized terms not defined herein have the meaning set out in Warrant Certificate No_____________ of the Company dated ___________________ (the "Warrant Certificate").

The undersigned holder of the Warrants represented by the enclosed Warrant Certificate hereby exercises the right provided for in the Warrants to purchase ________________ Common Shares in the capital of the Company issuable on the exercise of the Warrants and encloses the amount of $____________ per Common Share (or the adjusted Exercise Price at which the undersigned is entitled to purchase such shares as provided in this Warrant Certificate) by way of certified cheque or recognized bank draft made payable to or to the order of the Company.

The undersigned hereby irrevocably directs that such Common Shares be issued and delivered as follows:

Name(s) in Full Address(es)* Number(s) of Common Shares

Please print in full the name in which certificates are to be issued.

DATED this day of , 20__.

Witness	Signature of Holder
	Name of Holder
	Address of Holder

☐ Please check box if these certificates are to be delivered to the office where this Warrant Certificate is surrendered, failing which the certificates will be mailed to the address shown on the register.

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SCHEDULE B

TO SHARE SUBSCRIPTION AGREEMENT

WARRANT CERTIFICATE (24 MONTHS)

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

WARRANTS TO PURCHASE COMMON SHARES OF

PACIFIC GREEN TECHNOLOGIES INC.

(a Delaware corporation)

WARRANT CERTIFICATE NO. ISSUE DATE: Certificate for 666,667 warrants, each entitling the Holder, subject to adjustment, to acquire one Common Share in the capital of PACIFIC GREEN TECHNOLOGIES INC.

THIS IS TO CERTIFY THAT for value received the holder, TWYNAM AGRICULTURAL GRP PTY LIMITED, (the "Holder") of Level 8, 17-19 Bridge St, Sydney, New South Wales, 2000 Australia, is entitled to acquire in the manner herein provided one fully paid and non-assessable Common Share of PACIFIC GREEN TECHNOLOGIES INC. (the "Company") for each of the warrants (the "Warrants") represented by this certificate or by a replacement certificate (in either case, this "Warrant Certificate"). Unless otherwise stated, all references to sums of money in this Warrant Certificate are expressed in United States Dollars (US$).

The Warrants are exercisable at any time prior to 5:00 p.m. (Pacific Time) on the day immediately preceding the two (2) year anniversary of the Issuer Date (the "Expiry Time").

The subscription price for each Common Share to be acquired upon exercise of each Warrant shall be $1.50 (the "Exercise Price"), subject to the provisions and upon the terms and conditions referred to in this Warrant Certificate.

1. Interpretation

1.1 Where used in this Warrant Certificate, the following words and phrases have the following meanings:

(a) "Common Shares" means common shares in the capital of the Company.

(b) "Common Share Reorganization" means (i) a subdivision, redivision or change in the number of Common Shares at any time outstanding into a greater number of Common Shares, (ii) a reduction, combination or consolidation in the Common Shares at any time outstanding into a lesser number of Common Shares or (iii) any issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than as a distribution of Common Shares upon exercise of the Warrants, warrants or options previously issued by the Company or pursuant to the exercise of directors, officers or employee stock options granted under the Company's present or future stock option plans).

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(c) "Company Reorganization" means any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares or other securities (other than a Common Share Reorganization), including, without limitation, in connection with:

(iii) a consolidation, amalgamation, arrangement or merger of the Company with or into any other company; or

(iv) any transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person or any exchange of Common Shares into securities of another company.

(d) "Securities Laws" means the federal and state securities laws of the United States of America, and the rules and regulations promulgated thereunder, and the orders and policy statements of the United States Securities Commission, or such other securities regulatory authorities having jurisdiction over the Company, as applicable to the Company from time to time.

(e) "Principal Trading Market" means the electronic stock quotation system operated by OTC Markets Group, or such other market on which the Common Shares are principally traded at the relevant time.

1.2. In the event that (a) the Expiry Time occurs on a day that is a Saturday, Sunday or civic or statutory holiday in San Jose, California or (b) any day on or before which any action is required to be taken hereunder is a Saturday, Sunday or civic or statutory holiday in San Jose, California, then the Expiry Time shall occur on or the action shall be required to be taken on or before the next succeeding day that is not a Saturday, Sunday or civic or statutory holiday in San Jose, California.

2. Exercise of Warrants

2.1 The Warrants represented by this Warrant Certificate may be exercised by the Holder at any time prior to the Expiry Time, in whole or in part, by delivering to the registered office of the Company, at 5205 Prospect Road, San Jose, California, USA 95129, during its normal business hours:

(d) a duly completed and executed Notice of Exercise in the form attached to this Warrant Certificate;

(e) a wire transfer, certified cheque or bank draft payable in United States Dollars to or to the order of the Company in payment of the Exercise Price for the number of Warrants being exercised; and

(f) this Warrant Certificate.

2.2 Subject to the terms of this Warrant Certificate, upon exercise of Warrants, the person or persons in whose name or names the Common Shares issuable upon exercise of the Warrants are to be issued shall be deemed immediately for all purposes to be the holder or holders of record of such Common Shares and the Company will cause a certificate or certificates representing the Common Shares and, if applicable, any unexercised Warrants, to be delivered or mailed to the person or persons at the address or addresses specified in the applicable Notice of Exercise within seven days of receipt of the documents referred to in Section 2.1 above.

2.3 No fractional shares shall be issued and if the exercise of the Warrants represented hereby would result in the Holder being entitled to receive a fraction of a share, the Company shall instead issue upon the exercise the next lower whole number of Common Shares; provided, that such entitlement of the Holder to a fractional share may subsequently be exercised in combination with other rights which, in the aggregate, entitle the Holder to purchase a whole number of Common Shares. The Holder may from time to time subscribe for and purchase any lesser number of Common Shares than the number of Common Shares expressed in this Warrant Certificate. In the event that the Holder subscribes for and purchases any such lesser number of Common Shares prior to the Expiry Time, the Holder shall be entitled to receive a replacement certificate representing the unexercised balance of the Warrants.

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2.4 The Company covenants and agrees that:

(a) all Common Shares issued upon the exercise of the rights represented by this Warrant Certificate will, upon payment of the Exercise Price therefor, be duly authorized and validly issued as fully paid and non-assessable Common Shares, free and clear of all liens, charges and encumbrances;

(d) from and after the date of this Warrant Certificate and otherwise during the period within which the rights represented by this Warrant Certificate may be exercised, the Company will at all times (to the extent necessary under applicable corporate law) have authorized and reserved for issuance a sufficient number of Common Shares to provide for the exercise of the Warrants represented by this Warrant Certificate; and

(e) until the earlier of the Expiry Time or such time as the Warrants cease to be outstanding, it will use its commercially reasonable efforts to maintain (i) the listing of the Common Shares on the Principal Trading Market, if applicable, and (ii) its status as a "reporting company" (or the equivalent thereof) not in default under the Securities Laws and file with and pay to the securities regulatory authorities in each of the jurisdiction wherein it is a "reporting company" or as may otherwise be required in a timely manner all reports and other documents required to be filed and all fees required to be paid by the Company under the Securities Laws.

2.5 If the Warrants represented by this Warrant Certificate have not been exercised prior to the Expiry Time, all rights under the Warrants represented hereby shall wholly cease and terminate and the Warrants shall be void and of no effect.

2.6 The certificate or certificates representing the Common Shares to be issued upon such exercise will, as required by the Securities Laws, bear legends substantially as follows:

For U.S. purchasers:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER."

For Non-U.S. purchasers:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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3. Issue in Substitution for Lost Warrants

3.1 In case this Warrant Certificate shall become mutilated or be lost, destroyed or stolen, the Company, subject to applicable law and to Section 3.2, shall issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen upon surrender of and in place of and upon cancellation of the mutilated Warrant Certificate or in lieu of and in substitution for the lost, destroyed or stolen Warrant Certificate.

3.2 The applicant for the issue of a new Warrant Certificate pursuant to this Section 3 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Company such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Company in its discretion acting reasonably and the applicant may also be required to furnish an indemnity in form satisfactory to the Company in its discretion acting reasonably, and shall pay the reasonable charges of the Company in connection therewith.

4. Adjustment of Subscription Rights

4.1 If and whenever at any time after the date hereof and prior to the Expiry Time there shall be a Company Reorganization, the Holder shall thereafter upon the exercise of the Warrants be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Holder was entitled to upon such exercise, the kind and amount of shares, other securities or property which the Holder would have been entitled to receive as a result of such Company Reorganization if the Holder had been the registered holder of the number of Common Shares on the record date or effective date thereof, as the case may be, to which the Holder was entitled to upon exercise of the Warrants. If necessary, appropriate adjustments shall be made in the application of the provisions set out herein with respect to the rights and interests of the Holder after the consummation of the Company Reorganization to the end that the provisions set out herein shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants represented hereby.

4.2 If and whenever at any time after the date hereof and prior to the Expiry Time:

(a) a Common Share Reorganization takes place and the Holder holds Warrants that have not been exercised on or prior to the effective date or record date of such Common Share Reorganization, as the case may be, upon the exercise of such right thereafter then the Holder shall be entitled to receive and shall accept in lieu of the number of Common Shares which would otherwise then have been subscribed for by the Holder, at the Exercise Price as adjusted in accordance with Section 4.2(b), the aggregate number of Common Shares or other securities convertible into or exchangeable for Common Shares, or both, that the Holder would have been entitled to receive as a result of such Common Share Reorganization, on such record date or effective date, as the case may be, had the Holder been the registered holder of the number of Common Shares so subscribed for; and

(b) the Exercise Price in effect on the effective date (subject to the last sentence of this Section 4.2(b)) of such Common Share Reorganization shall be adjusted by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the number of Common Shares outstanding immediately prior to such event and the denominator of which shall be the number of Common Shares outstanding immediately following such event. For the purposes of the adjustment contemplated hereby, the expression "number of Common Shares outstanding" at any time shall include all Common Shares issuable upon exercise of all outstanding rights to acquire Common Shares, the exercise of which is not subject to any condition or limitation which has not been satisfied at that time. Any such issue of Common Shares by way of a stock dividend will be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 4.2(b).

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4.3 If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall fix a record date for the issuance or distribution to all or substantially all of the holders of Common Shares of: (i) securities of the Company, including without limitation shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares; (ii) evidences of indebtedness (including indebtedness of the Company); or (ii) property or other assets of the Company, and if such issuance or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), then the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution by multiplying the Exercise Price in effect on such record date by a fraction:

(c) the numerator of which shall be:

(i) the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date, less

(ii) the aggregate fair market value, as determined by the board of directors of the Company, of the securities, evidences of indebtedness or property or other assets issued or distributed in the Special Distribution, and

(d) the denominator of which shall be the product of the number of Common Shares outstanding on such record date and the Current Market Price of a Common Share on such record date.

4.4 If and whenever at any time after the date hereof and prior to the Expiry Time the Company shall issue to all or substantially all of the holders of Common Shares rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (the "Rights Period"), to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per Common Share to the holder (or at an exchange or conversion price per share at the date of issue of such securities to the holder in the case of securities exchangeable for or convertible into Common Shares) of less than 85% of the Current Market Price of a Common Share on such record date (any of such events being called a "Rights Offering"), and if the Company does not provide the opportunity to participate in the Rights Offering on the same terms and conditions applicable to holders of Common Shares in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants, then the Exercise Price shall be adjusted effective immediately as of the record date for the Rights Offering by multiplying the Exercise Price in effect immediately prior to such record date by a fraction:

(a)          the numerator of which shall be the aggregate of:

(i) the number of Common Shares outstanding as of the record date for the Rights Offering, and

(ii) a number determined by dividing

A. the amount equal to the aggregate consideration payable on the exercise of all of the rights, warrants and options under the Rights Offering plus the aggregate consideration, if any, payable on the exchange or conversion of the securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants or options (assuming the exercise of all rights, warrants and options under the Rights Offering and assuming the exchange or conversion of all securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants and options);

by

B. the Current Market Price of a Common Share as of the record date for the Rights Offering, and

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(b) the denominator of which shall be the number of Common Shares which would be outstanding after giving effect to the Rights Offering (assuming the exercise of all of the rights, warrants or options under the Rights Offering and assuming the exchange or conversion into Common Shares of all securities exchangeable for or convertible into Common Shares issued upon exercise of such rights, warrants or options, if any).

If by the terms of the rights, options or warrants referred to in this Section 4.4 there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. To the extent that any adjustment in Exercise Price occurs pursuant to this Section 4.4 as a result of the fixing by the Company of a record date for a Rights Offering, the Exercise Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and shall be further readjusted in such manner upon expiration of any further such right.

4.5 Notwithstanding anything to the contrary set forth in this Warrant Certificate, if, in the opinion of the board of directors of the Company, acting reasonably, at any time prior to the Expiry Time the Company takes any other action affecting its capital:

(a) to which the foregoing provisions of Sections 4.1, 4.2, 4.3 or 4.4 are not strictly applicable or, if strictly applicable, would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof; or

(b) which would otherwise materially affect the rights of the Holder hereunder,

then the board of directors of the Company shall, subject to any requisite regulatory approval, adjust such rights as aforesaid in such a manner as the board of directors of the Company, acting reasonably, determines is equitable in the circumstances.

4.6 The adjustments provided for herein:

(a) are cumulative and shall apply to successive events resulting in any adjustment under Sections 4.1, 4.2, 4.3, 4.4 or 4.5;

(b) are intended to preserve the economic value of the Warrants, not to enhance or diminish their value;

(c) shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent but shall not be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price; provided, however, that any adjustments which, except for the provisions of this Section 4.6(c) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment; and

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(d) shall, in respect of the Common Shares to be issued to the Holder on the exercise of the Warrants, not be required unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except for the provisions of this Section 4.6(d) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

4.7 In any case of an event for which an adjustment shall be effective immediately after a record date for an event referred to herein, the Company may defer, until the completion of such an event, issuing to the Holder of any Warrant exercised after such record date and before the completion of such event the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company shall deliver or cause to be delivered to the Holder an appropriate instrument evidencing such Holder's right, upon the completion of the event requiring the adjustment, to receive the additional Common Shares and the right to receive any dividends or other distributions which, but for the provisions of this Section 4.7, such person or persons would have been entitled to receive in respect of such additional Common Shares from and after the date that the Warrant was exercised in respect thereof.

4.8 At least 10 days prior to the effective date or record date, as the case may be, of any event which requires or may require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price or the number of Common Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Company is otherwise by law required to provide holders of Common Shares in respect of any such event, the Company shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In the event that the adjustment for which such notice has been given is not then determinable, the Company shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment. On the happening of each and every such event, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.

4.9 If the Company shall set a record date to determine the holders of the shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

4.10 In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend or distribution or any Rights Offering or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected.

4.11 Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any computation under Sections 4.1, 4.2, 4.3 or 4.4.

4.12 Any question arising with respect to the adjustments provided herein shall be conclusively determined by the auditors of the Company (or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the board of directors of the Company), who shall have access to all necessary records of the Company, and the determination by the auditors or of such accountants, as applicable, shall be binding upon the Company and the Holder. Notwithstanding the foregoing, if the Common Shares are listed on any stock exchange, such determination shall be subject to the prior written approval of such stock exchange.

5. Miscellaneous

5.1 The holding of the Warrants evidenced by this Warrant Certificate shall not constitute the Holder thereof a holder of Common Shares of the Company or entitle the Holder to any rights as a holder of Common Shares, including without limitation, voting rights.

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5.2 The Holder may, upon surrender of this Warrant Certificate at the registered office of the Company located at 5205 Prospect Road, San Jose, California, USA 95129, exchange this Warrant Certificate for other Warrant Certificates evidencing Warrants entitling the holder to receive in the aggregate the same number of Common Shares as may be acquired pursuant to the Warrants evidenced by this Warrant Certificate.

5.3 Any notice or other communication (a "Communication") to be made or given in connection with this Warrant Certificate shall be made or given in writing and may be made or given by personal delivery, by registered mail addressed to the recipient at its address provided on the first page of this Warrant Certificate or such other address or individual as may be designated by it by notice given in accordance with this Section 5.3. Any Communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the fourth day, other than a Saturday, Sunday or civic or statutory holiday in San Jose, California, following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of the mail, any such Communication shall not be mailed but shall be made or given by personal delivery.

5.4 Time is of the essence hereof.

5.5 This Warrant Certificate shall be exclusively governed will be governed by and construed in accordance with the internal laws of Delaware (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the State of California with respect to any dispute related to this Subscription Agreement.

5.6 If a court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Warrant Certificate is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Warrant Certificate shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Warrant Certificate would fail in its essential purpose.

5.7 This Warrant Certificate enures to the benefit of the Holder and its successors and permitted assigns and is binding upon the Company and its successors.

PACIFIC GREEN TECHNOLOGIES INC., intending to be contractually bound, has caused this Warrant Certificate to be signed by its duly authorized officer as of ___________________, 2016.

PACIFIC GREEN TECHNOLOGIES INC.

By:

Neil Carmichael

Its: President and Director

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Subscription Agreement (with related appendices, schedules and forms)

NOTICE OF EXERCISE

TO: PACIFIC GREEN TECHNOLOGIES INC. (the "Company")

Capitalized terms not defined herein have the meaning set out in Warrant Certificate No_____________ of the Company dated ___________________ (the "Warrant Certificate").

The undersigned holder of the Warrants represented by the enclosed Warrant Certificate hereby exercises the right provided for in the Warrants to purchase ________________ Common Shares in the capital of the Company issuable on the exercise of the Warrants and encloses the amount of $____________ per Common Share (or the adjusted Exercise Price at which the undersigned is entitled to purchase such shares as provided in this Warrant Certificate) by way of certified cheque or recognized bank draft made payable to or to the order of the Company.

The undersigned hereby irrevocably directs that such Common Shares be issued and delivered as follows:

Name(s) in Full Address(es)* Number(s) of Common Shares

Please print in full the name in which certificates are to be issued.

DATED this day of , 20__.

Witness	Signature of Holder
	Name of Holder
	Address of Holder

☐ Please check box if these certificates are to be delivered to the office where this Warrant Certificate is surrendered, failing which the certificates will be mailed to the address shown on the register.

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EX-10.35

Exhibit 10.35

CEOLIVE INVESTOR MEDIA PROGRAM

December 5th, 2016 to March 5th, 2017

TRILOGY MEDIA PARTNERS, INC.

10524 Moss Park Dr Ste 204-660

Orlando,FL 32832

(A company, hereinafter referred to as "CONSULTANTS"),

and;

PACIFIC GREEN TECHNOLOGIES, INC.
5205 Prospect Road
Suite 135-226
San Jose, CA 95129

(Hereinafter referred to as “COMPANY”)

Collectively CONSULTANTS and COMPANY hereinafter referred to as "the Parties". WITNESSETH:

WHEREAS, CONSULTANTS reside in Florida with significant knowledge of the area of Public Relations and Investor Relations, Video Production & Marketing, Investor Awareness and Audience Targeting.

WHEREAS, COMPANY desires to increase investor awareness and visibility of the stock, PACIFIC GREEN TECHNOLOGIES, INC. with respect to the capital markets community.

WHEREAS, CONSULTANTS are willing to accept COMPANY as a client.

WHEREAS, COMPANY requires the services and desires to retain CONSULTANTS to provide such services as an independent contractors, and CONSULTANTS are agreeable to such a relationship and/or arrangement, and the parties desire a written document formalizing and defining their relationship and evidencing the terms of their agreement;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, it is agreed as follows:

AGREEMENT

1. Appointment. COMPANY hereby appoints and engages CONSULTANTS and hereby retains CONSULTANTS upon the terms and conditions of this Consulting Agreement. CONSULTANTS accept such appointment and agrees to use his/her “best efforts” to perform the services upon the terms and conditions of said Consulting Agreement.

2. Engagement. COMPANY engages CONSULTANTS to advise COMPANY as further described below and subject to the further provisions of this Consulting Agreement.

3. Authority and Description Of Services. During the term of this Agreement CONSULTANTS shall furnish comprehensive Digital Investor Relations, Investor Audience Building, Content Marketing, Investor Social Media management services on a daily basis as part of the CEOLIVE.TV INVESTOR MEDIA Service. Said professional services and advice shall relate to those services, items and/or subjects described in the first full paragraph of the first page of this document wherein

4. Duties of CONSULTANTS. The Parties agree that the duties of CONSULTANTS are as follows:

a. CONSULTANTS shall act, generally, as an advisor, to COMPANY with respect to providing strategic consulting in the areas of Investor Relations, Public Relations and Marketing for the COMPANY with specific emphasis given to the execution of such strategies on the Web. The object is to increase awareness of COMPANY and its brand(s) in the general market place and among investor audiences specifically.

b. CONSULTANTS shall supply company with the following digital media products and services which comprise the “deliverables” on an initial and ongoing basis during the course of the INVESTOR MEDIA & AUDIENCE CAMPAIGN for which CONSULTANT is retained:

1. SHAREHOLDER VIDEOS

4 Investor Infomercials (1-2 min.)

Video News Releases

CEO Interviews

Video Production / Graphics, B-Roll, Editing / Editorial Strategy

2. TARGETED FINANCIAL AUDIENCE SOCIAL ADS
	Estimated Traffic
YouTube Ads		●    3000-500+ views / video
		●    10K-15K impressions
	Estimated Traffic
Facebook Ads		●    3000+ targeted views
		●    5K-10K impressions
	Estimated Traffic
Twitter Ads		●    Add 1,000 Twitter followers to your account
		●    DM Interview to Stock Market Pros Group (25K+ Active Traders)
	Estimated Traffic
Twitter/LinkedIn		●    Add 1,000 Twitter followers to your account
		●    DM Interview to Stock Market Pros Group (25K+ Active Traders)
SEO /		●    Website Traffic: Drive targeted traffic (1500-2000 unique visits/day)
Audience*		●    Twitter Audience: Build keyword-targeted Twitter Followers
Booster		●    Facebook Page Audience: Build keyword-targeted Fanpage Likes

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3. CEOLIVE DISTRIBUTION
	●	Approx. 23,822 Financial Professionals List (Stock Brokers: Can get breakdown of the BD's and counts. We get this from Discovery Data through a recruiter connection. We stick to the smaller independent brokers.)
	●	14,990 Stock Market Pros List (Traders & Investors)
	●	3,617 Investor email subscribers on ceolive.tv
	●	200+ Facebook Invite Only Investor Groups
	●	45,000+ Twitter followers in our primary accounts: @mikeelliott, @ceolive, @ts_elliott (all these accounts average well over 5000 impressions each per day)
	●	Syndicate to Barchart.com

4. ENHANCED INVESTOR OUTREACH
	●	Cultivate a grassroots network of believers in the long term story and potential of the company.
	●	Create engaging media through video interviews, articles and posts
	●	Daily “Conversation Starters” (Interactive multi-media posts on Twitter, Facebook, LinkedIn, Instagram)
	●	Daily posting on 15+ Skype Trader Groups - Invite Only
	●	Press Release through MarketWired on day of video release.
	●	Targeted Ads on YouTube and Facebook run daily for 30 days.
	●	Create dialogue with existing shareholders and new through social media and iHub
	●	Create Investor Media Kit
	●	Share Investor Media Kit with Broker and Investor Lists
	●	Set up Investor Message Boards if not already established.

5. Term Of Agreement. This agreement shall become effective December 5th, 2016 and remain in effect for a period of 3 months and must be renewed in writing by both COMPANY and CONSULTANTS if desired.

a. Either party may terminate this agreement, without cause, upon a thirty (30) days prior written notice.

6. Duties of CONSULTANTS. The Parties agree that the duties of CONSULTANTS are as follows:

a. CONSULTANTS shall act, generally, as an advisor, to COMPANY with respect to providing strategic consulting in the areas of Investor Relations, Public Relations and Marketing for the COMPANY with specific emphasis given to the execution of such strategies on the Web. The object is to increase awareness of COMPANY and its brand(s) in the general marketplace and among investor audiences specifically.

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7. Duties Of COMPANY. The Parties agree that the duties of COMPANY are as follows:

a. COMPANY shall supply CONSULTANTS, on a regular and timely basis with all approved data and information about COMPANY, its management, its products, and its operations.

b. In that CONSULTANTS relies on information provided by COMPANY for a substantial part of its efforts, COMPANY must represent that said information is not false.

8. Payment.

a.	Company agrees to pay a total fee of $10,000 cash via wire transfer for the 3 month contract.
b.	The first installment of $5,000 will be made upon receipt of invoice from CONSULTANTS, and the remaining balance of $5,000 in 30 days from receipt of first payment.

9. Entire Agreement. This Agreement contains the entire agreement of the parties and may be modified or amended only by agreement in writing signed by both parties.

10. Disclaimer. CONSULTANTS expressly agree only to be bound by “best efforts” and it is further understood that this Agreement is not to be construed in any way as performance based.

IN WITNESS WHEREOF, the parties hereto have set their hands in execution of this Agreement on this 5th day of December 2016.

For and on behalf of:

TRILOGY MEDIA PARTNERS, INC.

By

MICHAEL ELLIOTT

PACIFIC GREEN TECHNOLOGIES, INC.

By

Consulting Agreement - Page 1 of 5

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EX-10.36

Exhibit 10.36

ENERGY MANAGEMENT LEASE

This Lease made effective the 16th day of December, 2016 (the “Effective Date”).

BETWEEN AND AMONG:

PACIFIC GREEN TECHNOLOGIES MARINE LIMITED, a corporation registered in England & Wales with a registered address located at 2-6 Cannon Street London EC4M6YH

(the “Lessor”)

AND:

UML WESTMINSTER LIMITED, a corporation registered in England & Wales with a registered office located at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex. HA9 8BL. United Kingdom

(the “Lessee”)

AND:

UNION MARITIME LIMITED, a corporation registered in England & Wales with a registered office located at 5 Welbeck Street, London, WIG 9YQ

(“ParentCo”)

(The Lessor and the Lessee arc herein referred to as the “Parties” and each a “Party”.)

WHEREAS:

A.     The Lessor is engaged in the business of marketing and sales of its patented emission control technologies called ENVI-Clean and ENVI-Marine scrubbing systems (the “Leased Equipment”) which are capable of removing sulphur dioxide and other acid gases from exhaust gas emissions to a level that meets the current regulatory requirements of the International Maritime Organization (the “IMO”).

B.     The Leased Equipment’s effective scrubbing of regulated emissions enables ship owners to achieve cost savings by allowing the continued use of lower cost heavy fuel oil (“HFO”) when operating in Sulphur Emission Control Areas (“SECA”);

C.     The Lessee wishes to acquire an emission control system to meet the current IMO sulphur emission regulations within the SECAs it operates; to minimize the cost of air emission compliance; and to minimize the operating changes within its ship’s systems;

D.     The Lessee wishes to acquire and the Lessor wishes to provide the Leased Equipment for the main engine of the Candidate Vessel upon the terms and conditions set out herein:

E.     ParentCo is the registered and beneficial owner of all the issued and outstanding shares of the Lessee and as such will benefit from the transactions contemplated by this Lease, and wishes to guarantee the obligations of the Lessee to the Lessor hereunder; and

F.    ParentCo intends to purchase the System for up to an additional ten vessels over the next eighteen-months subject to a review of the performance of the System following its installation into the Candidate Vessel.

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THIS LEASE is made by the Lessor and the Lessee who, in consideration of the covenants in this Lease agree as follows:

1. Interpretation.

1.1 Definitions. Unless the context requires otherwise in this Lease the words, phrases and expressions set forth in Schedule A are used with the meanings defined therein.

1.2 Business Days. Business Days means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York.

1.3 Gender, Number and Other Terms. In this Lease, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders.

1.4 Headings. The inclusion of headings in this Lease is for convenience only and shall not affect the construction or interpretation of this Lease.

1.5 Currency. Except where otherwise expressly provided, all monetary amounts in this Lease are stated and shall he paid in U.S. dollars (“USD” or “$”).

1.6 Schedules. The following arc the Schedules which are attached to and form part of this Agreement:

Schedule A — Definitions

Schedule B — Leased Equipment

Schedule C — Leased Payments

Schedule D — Option Agreement

Schedule E — Operational Savings

Schedule F — Certificate of Delivery and Acceptance

Schedule G — Description of Open and Closed Operating Modes

2. Lease. From the Effective Date, the Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the Leased Equipment as more particularly described in Schedule B (the “Leased Equipment”) to this Lease.

3. Term. The term of this Lease (hereinafter called the “Term”) shall commence on the Date of Acceptance and end upon the full payment of or mutually agreed final settlement by the Lessee to the Lessor of all lease payments due hereunder in an amount equal to the Total Lease Payments (as hereinafter defined) which shall be simultaneous with the transfer of title in and to the Leased Equipment, in accordance with the Option Agreement at Schedule D.

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4. Lease.

4.1 Lease Rate and Periodic Payments.

(a) Subject to Acceptance of the Leased Equipment by the Lessee, the aggregate payment for the Leased Equipment to he paid by the Lessee to the Lessor during the Term, is $1,995,000 USD (the “Total Lease Payments”). The Lessee agrees to pay the Lessor for each day, week or month the Equipment is used within the Lease Term based upon the operational parameters and performance standards described in Schedule C any other sums as may become payable under this Lease up to a maximum of the Total Lease Payments (each such payment a “Lease Payment”).

(b) The Lease Payments described in Schedule C shall be payable within five (5) Business Days, in the amounts and at the times specified in Schedule C, to the order of the Lessor, as notified in writing by the Lessor to the Lessee upon issuance of each relevant invoice. Any overdue payment of any Lease Payment or any other sum due under this Lease shall bear interest from the due date to the date of payment at the rate of the LIBOR plus 10% per annum.

4.2 The lease Payments and any other amounts payable under this Lease are payable to the lessor without any set-off, diminution, compensation or other deduction whatsoever.

5. Taxes.

For the purposes of this Lease, “Taxes” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure or any delay in paying the same).

The lessor shall be responsible for all Taxes, including customs clearance and import duties, incurred prior to the Date of Acceptance (as evidenced by the Certificate of Delivery and Acceptance set out at Schedule F hereto) arising out of or from and/or in connection with the operation, maintenance, delivery, shipment and installation of the Leased Equipment.

The Lessee shall be responsible for all Taxes incurred after then Date of Acceptance (as evidenced by the Certificate of Delivery and Acceptance set out at Schedule F hereto) arising out of or from and/or in connection with the possession, use, operation and maintenance of the Leased Equipment. In no circumstances shall the Lessee be responsible for taxes imposed upon Lessor’s net income.

Any fees, Taxes or other lawful charges paid by Lessor upon failure of Lessee to pay such fees, Taxes or other lawful charges shall become immediately due from Lessee to Lessor. The indemnities contained in this clause shall survive termination of this Lease.

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6. Delivery of Candidate Vessel.

Lessee shall permit four (4) personnel employed by or acting as agent for the Lessor on board the Candidate Vessel for a period of up to 30 days prior to the Delivery Date (as hereinafter defined) of the Candidate Vessel for the purpose of observing, inspecting and preparing for the installation of the Leased Equipment, provided always that each such personnel shall sign the Lessee’s letter of indemnity prior to their embarkation. Per diem costs associated with the attendance of such personnel upon the Candidate Vessel shall be $550.00 USD per person per day in respect of boarding, lodging and victualling only and shall be borne by Lessor. Any item that such personnel purchase from the bonded store is to be paid in cash to the Master on board the Candidate Vessel. Lessee shall invoice Lessor in respect of such per diem costs within 14 days following the Delivery Date. Lessee shall before and upon the Delivery Date exercise due diligence to make the Candidate Vessel seaworthy and in every respect ready in hull, machinery and equipment for installation of the Leased Equipment. The Lessee shall exercise due diligence to deliver the Candidate Vessel at the Delivery Location (as hereinafter defined) on or about 1st March 2017. The Lessee shall give the Lessor no less than 45 calendar days’ notice of the Delivery Date and shall be no sooner than the 1st day of March, 2017. The delivery date shall be the day on which the Candidate Vessel arrives at the Delivery Location (the “Delivery Date”). Subject to Section 31 (Force Majeure) and unless late delivery is caused by any act or omission of the Lessor, any costs or expenses, including without limitation the per diem costs in respect of Lessor personnel on board the Candidate Vessel, suffered or Incurred by the Lessor as a result of late delivery shall be for the account he Lessee.

7. Installation of Leased Equipment, Delivery and Risk of Loss.

7.1 Delivery Location. Within seven (7) calendar days following the execution of this Lease, Lessee shall specify the shipyard at which the installation of the Leased Equipment into the Candidate Vessel shall occur. Such shipyard shall be located in Senegal (the “Delivery Location”)

7.2 Installation.

Lessor shall, at its sole cost, design, engineer, manufacture and oversee the installation of the Leased Equipment into and upon the Candidate Vessel in accordance with an installation and construction agreement to be entered into among the shipyard, Lessor and Lessee (the “Installation Agreement”). Installation of the Leased Equipment by Lessor, shall be completed in compliance with all specifications, orders, regulations and requirements of the American Bureau of Shipping (the “Classification Society”), the flag state of the Candidate Vessel, any other relevant governing authority and in compliance with the specifications of the Candidate Vessel. Lessor shall, with the Lessee’s co-operation, prior to installation of the Leased Equipment, obtain all necessary design and construction approvals from the Classification Society and shall provide copies of all such approvals and specifications to lessee.

7.3 Testing Period and Acceptance of Leased Equipment. Following installation of the leased Equipment and the relaunch of the Candidate Vessel, Lessee shall continuously operate the Leased Equipment, in accordance with the operating instructions provided by Lessor for a period of seven (7) days (the “Testing Period”) regardless of whether or not the Candidate Vessel is located in a SECA. The Lessor shall arrange for representatives of the Lessor to be on board the Candidate Vessel during the Testing Period (the “Lessor’s Representatives”) and the Lessor’s Representatives shall be duly authorised to witness, observe, inspect, operate and remedy minor non-conformities of the Leased Equipment and to sign acceptance documentation on behalf of the Lessor. The number of Lessor’s Representatives shall not exceed the maximum crew limitation of the Candidate Vessel, taking into account the Lessee’s crew who shall be conducting the operation of the Leased Equipment and each Lessor’s Representative shall sign the Lessee’s letter of indemnity prior to embarkation.

During the Testing Period the Lessor’s Representatives shall train the Chief Engineer and Second Engineer of the Candidate Vessel to operate and maintain the Leased Equipment.

At no point during the Testing Period arc the Lessor’s Representatives permitted to operate the Candidate Vessel. The Lessee shall not be liable for any damage caused to or deficiency in the Candidate Vessel arising out of or from the acts and/or omissions of the Lessor and the Lessor’s Representatives (whether acting on the instructions of the Lessee or otherwise).

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The per diem costs associated with the attendance of such personnel shall be borne by Lessor in respect of boarding, lodging and victualling. Any item that Lessor’s Representatives purchase from the bonded store is to be paid in cash to the Master on board the Candidate Vessel. Lessee shall invoice Lessor in respect of such per diem costs within 14 days following the Date of Acceptance (as hereinafter defined).

Upon satisfactory completion of the Testing Period, the duly authorised representatives of the Lessor and the Lessor shall sign and complete the Certificate of Delivery and Acceptance (as set out in Schedule F hereto), which such Certificate shall constitute final acceptance of the Leased Equipment (the “Date of Acceptance”). Lessee shall not unreasonably refuse to sign a Certificate of Delivery and Acceptance.

Should the results of the Testing Period indicate that the Leased Equipment does not confirm to the requirements of this Lease, the Lessor agrees that the Lessor’s Representatives shall remain on board the Vessel, at the Lessor’s expense, for 30 days in order to remedy such non-conformity by way of repair or replacement (at the Lessor’s option) as soon as possible. If the Leased Equipment cannot be remedied within 30 days, the Lessor shall remove the Leased Equipment front the Candidate Vessel at the next dry-docking of the Candidate Vessel and the Lessor shall bear all costs and expenses with the removal of the Leased Equipment.

If the Lessor, acting reasonably, disputes such non-conformity, the matter shall be referred for verification to an independent technical expert, to be nominated by both the Lessor and the Lessee within ten (10) days, whose findings shall be final and binding on the Lessor and the Lessee. In the event that the technical expert finds in favour of the Lessor, the Lessee shall bear the cost of’ such expert. Conversely, if the technical expert finds in favour of the Lessee, the Lessor shall bear the cost of the expert.

7.4 Risk of Loss. All risk of loss of or damage to the Leased Equipment and liabilities arising from its use and operation shall pass to Lessee at the Date of Acceptance and shall thereafter remain with Lessee unless and until the Leased Equipment is redelivered to the Lessor upon an Event of Default regardless of how such loss or damage arises or occurs. In the event that the Leased Equipment is partially lost, the Lease Payments continue to accrue in accordance with Section 4 hereof. In the event that the Leased Equipment is totally lost, damaged beyond repair, destroyed, stolen, rendered permanently unfit for use for any reason (an “Event of Loss”), Lessee shall promptly notify Lessor in writing of such Event of Loss and shall promptly pay to Lessor an amount equal to the total of all lease payments owing up to the date of the Event of Loss and other charges, together with interest at the rate of [10]% per annum accrued from the date of the Event of Loss to the date of payment of the value of the Leased Equipment as represented by the Total Lease Payments (collectively, the “Loss Value”). Upon payment in full of the Loss Value by lessee to Lessor, Lessee’s obligations under the Lease shall terminate, save and except those obligations which expressly survive termination.

8. Trading Restrictions. Lessee shall only employ the Candidate Vessel in lawful trades for the carriage of suitable lawful merchandise within her trading limits. Lessee shall not employ the Candidate Vessel or suffer the Candidate Vessel to be employed otherwise than in conformity with the terms of the contracts of’ insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as die insurers may prescribe. Lessee also undertake not to employ the Candidate Vessel or stiller her employment in any trade or business which is forbidden by the law of any country to which the Candidate Vessel may sail or is otherwise illicit or in carrying illicit or prohibited good or in any matter whatsoever which may render her liable to condemnation, destruction seizure or confiscation.

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9. Candidate Vessel Itinerary and Operations.

9.1 Lessee shall provide to Lessor at least four times per annum, the established itinerary of the Candidate Vessel.

9.2 Upon the Lessor’s reasonable request, the Lessee shall use reasonable efforts to provide to the Lessor on a quarterly basis, within 7 calendar days of the end of each quarter O&M Manuals. GPS and AIS information, ship log and engine room log data and materials to Lessor as may be necessary for the operation of the Leased Equipment in an efficient manner and to determine the quarterly lease payment in accordance with Schedule C. /Lessee shall make all such reasonable adjustments to vessel operational policies as may be reasonably required by the installation and/or operation in the Candidate Vessel of the Leased Equipment. Notwithstanding the foregoing, Lessee shall not be obliged to adopt commercially unrealistic solutions whereby the profitability of the operation of the Candidate Vessel is affected.

9_.3 Lessee shall purchase all consumables necessary tor the operation of the Leased Equipment from a reputable source and shall ensure that the quality of such consumables will not impair the operation of the Leased Equipment.

9.4 Lessee agrees to operate the Leased Equipment and the Leased Equipment in accordance with the emission control Leased Equipment process specifications as defined by Lessor. Lessee acknowledges that such operations are subject to change once the Leased Equipment is operational and Lessor shall notify Lessee of all such changes, in writing, prior to such changes taking effect. Lessor warrants that changes will be designed to achieve compliance with the IMO sulphur dioxide regulations and EU Directive 2012/33/EU/; however, no such design changes shall impair the safe and efficient operation and trading of the Candidate Vessel.

9.5 Subject to any additional operating procedures provided to Lessee by Lessor following installation and acceptance of the Leased Equipment, Lessee shall operate the Leased Equipment in accordance with the following procedures:

(a) The Scrubber will be turned on upon instruction from the Candidate Vessel’s officers when the Candidate Vessel’s GPS (or alternative positioning instrument) determines that the Candidate Vessel is within a SECA or the Candidate Vessel’s operating protocol requires compliance with IMO emission regulation limits.

(b) The Scrubber Operating Hours will be logged, in open and closed mode, bythe ENVI-Marine^TM computerized data logger control system. The logged hours will be used to determine the Scrubber Operating Hours, in open and closed mode, in the calculation of the payment due for each Operating Quarter.

In case of any discrepancy regarding Scrubber Operating Hours, the Candidate Vessel’s GPS data and log books will be used to resolve the discrepancy.

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10. Failure of the Leased Equipment. In case of failure of one of the Leased Equipment’s essential components, the Scrubber shall be shut down by the Candidate Vessel’s Chief’ Engineer and by-passed until repairs and/or replacement can be completed. In the event of such failure. Lessee^. shall provide written notice to Lessor within 24 hours of shutdown. Lessor and Lessee shall use reasonable commercial efforts to repair and replace the failed essential component in a timely manner and the cost for such repairs and any attendance at on the Candidate Vessel shall be at the cost and risk of the Lessor provided that such repairs or failures are not the result of:

(a)	any unauthorized alteration or modification of the Candidate Vessel, the Leased Equipment of any component thereof;
(b)	any defect arising from ordinary wear and tear and/or lack of maintenance;
(e)	damage arising outside of ordinary usage or damage arising from conditions of heavy weather;
(d)	any misuse, negligent use or use without normal maintenance or operation of the Leased Equipment contrary to instructions furnished by Lessor.

During such time that the Scrubber is shut down and until the Scrubber is operating at full capacity again, the Lessee shall pay the Lessor at a reduced rate of 50% of the Guaranteed Minimum Operating Hours per Quarter. Once the Scrubber is again operating at full capacity, the Lessee shall not make any payments to the Lessor until the requirements of the time has been made good in respect of the Guaranteed Minimum Operating Hours per Quarter.

11. Inspection. Subject to the provisos and conditions contained in this Section 11, Lessor, its contractors and agents shall have the right to bring testing consultants, government and agency representative and advisors for tours of the Candidate Vessel where reasonable access will be provided for inspection (and limited and reasonable testing) to all aspects of the Candidate Vessel connected to the Leased Equipment. Lessor, its contractors, subcontractors, agents, equipment suppliers, consultants and inspectors may access the Candidate Vessel in order:

(a)	to construct, install, inspect, commission and evaluate the Leased Equipment or the Candidate Vessel:
(b)	to ascertain the condition of the Leased Equipment or the Candidate Vessel; and
(c)	to satisfy themselves that the Leased Equipment or the Candidate Vessel is being properly, operated, maintained and repaired.

All such inspections are conditional upon the following:

(a)	Lessee and Master and Chief Engineer of the Candidate Vessel having received 10 days’ prior written notice from Lessor:
(b)	inspections shall not cause any unreasonable interference or delay to the operation, maintenance and use or the Candidate Vessel by Lessee: and
(c)	all visitors to the Candidate Vessel, for whom Lessor is responsible, sign the Lessee’s letter of indemnity prior to embarkation.

The costs and fees for such inspection or survey shall be paid by Lessor. Lessee shall also permit Lessor to inspect the Candidate Vessel’s log books, GPS data and the ENVI-Marine^TM computerized data logger control system. whenever requested and shall whenever required by Lessor to furnish them with lull information regarding any casualties or other accidents or damage to the Candidate Vessel.

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12. Maintenance and Repairs. Lessee shall maintain the Candidate Vessel, all her machinery, boilers, appurtenances, spare parts and the Leased Equipment (in accordance with the instructions and manuals provided by the Lessor), in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice at its own expense. Lessee shall at all times keep the Candidate Vessel’s class fully up to date with the Classification Society and maintain all other necessary certificates in force at all times. The Lessee shall make no structural changes in or to the Candidate Vessel. Leased Equipment or changes in the machinery, equipment or boilers, or appurtenances thereof without in each instance advising the Lessee thereof. No loss or damage to the Leased Equipment or any part of it shall affect or impair the obligations of the Lessee which shall continue in full force and effect, unless such loss or damage is caused, indirectly or directly, by the Lessor. Notwithstanding any other provision of this Lease, at no time shall Lessee open or tamper, reverse engineer, decompile or disassemble any of the Leased Equipment or the Scrubber during the Term of this Lease.

13. Title. The Lessee acknowledges that ownership and title to the Leased Equipment and all Intellectual Property related thereto shall remain vested in the Lessor, subject to the provisions of Schedule D. The Lessee shall have no right, title or interest in the Leased Equipment other than, conditional upon the Lessee’s compliance with the fulfilment of the terms and conditions of this Lease, the right to maintain, possess and use the Leased Equipment for the Term in accordance with this Lease. Subject to section 28, such right to possession and use shall be exercised only by the Lessee.

14. Intellectual Property. Lessee shall not, at any time either during the Term or following any transfer of title of the Leased Equipment pursuant to the Option to Purchase, have any rights in respect of any of the Intellectual Property, associated with the design, manufacture or installation of the Leased Equipment. Lessee shall not use any of the Intellectual Property except for the purposes of operating and maintaining the Leased Equipment or otherwise in accordance with this Lease. Lessee shall at the reasonable request and at the sole expense of Lessor take all such steps as Lessor may reasonably require to assist the Lessor in maintaining the validity and enforceability of any intellectual Property and shall enter into such formal licenses as Lessor may reasonably request for this purpose. Lessee shall not represent that it has any title in or right of ownership to any Intellectual Property in the Leased Equipment, or the Scrubber or do or suffer to be done any act or thing which may in any way impair the rights of Lessor in any of the Intellectual Property or bring into question the validity of its registration of or interests in same. Lessee shall promptly and fully notify Lessor of any actual or threatened infrangement of any of the Intellectual Property referred to herein and the patents which come to the Lessee’s notice.

15. Fuel Consumption. The parties agree that for the purposes of this Lease the rate of fuel consumption of the Candidate Vessel in tonnes/day (t/d) shall be the fuel consumption rate of 18 t/d.

16. Compliance with Laws. Lessee, at its own cost and expense, shall comply with and conform to all applicable laws, regulations and legislation relating to the possession, use, operation, repair, maintenance or servicing of the Leased Equipment throughout the term of this Lease. Without limiting the generality of the foregoing. Lessee shall be responsible for disposing of any waste or by-products from the operation of the Leased Equipment, including any materials stored in the Centrifuge Sludge Tank in compliance with all applicable environmental laws.

17. Confidentiality.

17.1 Confidential Information. The Parties and ParentCo understand and acknowledge that, by virtue of this Lease, they may receive or become aware or confidential information (“Confidential Information”) whether oral, written, graphic or otherwise, belonging or relating to the other party, of an intellectual, technical, scientific, commercial or industrial nature or of a business, financial, cost or marketing nature relating to its business, affairs or activities including without limitation:

(i) all inventions, patents, patent applications, know-how, designs, drawings, concepts, methodologies, techniques, protocols, procedures, processes, formulas, compositions, compounds, devices, research, specifications, software, computer codes, data, technical information, instructions, manuals and papers, and all analyses, compilations, data, studies, reports or other documents prepared or derived therefrom;

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(ii)	all financial information, marketing, manufacturing and commercial strategies, policies and programs, product plans. business plans, forecasts and studies, agreements with third parties, customer lists, and all analyses, compilations, data, studies, reports or other documents prepared or derived therefrom:
(iii)	that is identified as “Confidential” or “Proprietary” at the time of disclosure or which is treated as confidential by the parties or which, by its nature, is reasonably expected to be confidential or proprietary; and
(iv)	information received from others that such receiving party is obligated to treat as confidential.

that is identified as “Confidential” or “Proprietary” at the time of disclosure or which is treated as confidential by the parties or which, by its nature, is reasonably expected to be confidential or proprietary.

18.2 Obligation of Confidentiality. In consideration of such Confidential Information being disclosed or otherwise made available to either Party and ParentCo for the purposes of the performance of this Lease, each Party and ParentCo undertakes that it will not at any time, either before or after the termination of this Lease, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential I Information:

(i)	is publicly known at the time of its disclosure or being made available to it;
(ii)	after such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this Section 18;
(iii)	is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the party in question, provided that, where practicable, the other party is given reasonable advance notice of the intended disclosure.

18.3 Use of Confidential Information. Each Party and ParentCo shall not use, copy, duplicate, reproduce, summarize, translate or adapt, either directly or indirectly, any Confidential Information for any purpose without the other party’s prior written consent. Each party may not reverse engineer, decompile or disassemble any information, or data, including all Confidential Information disclosed hereunder. All permitted copies, duplicates, reproductions, summaries, translations or adaptations of the Confidential Information shall be clearly labelled as confidential.

18.4 Press Releases. Each Party and ParentCo may, with the prior written consent of the other, publicise the terms of this Lease and the Lessee and ParentCo shall allow PGTM to use the Lessee’s and ParentCo’s name in any such media placement.

18.5 Precautions. Each Party and ParentCo shall use its best efforts to prevent material in its possession or control that contains or refers to Confidential Information from being discovered, used, or copied by third parties and that it shall protect and safeguard Confidential Information from all loss, theft or destruction.

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19. Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that:

(a)	Lessee is a legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has adequate power to enter into and perform this Lease.
(b)	Lessee is the registered and beneficial owner of all of the shares of the Candidate Vessel and has good title thereto free and clear of any maritime, possessory or repairers’ liens affecting the Candidate Vessel.
(c)	The entering into, execution and performance of this Lease by Lessee does not and will not conflict with, violate, result in a breach of, or (where applicable) result in default under, the provisions of any law, regulation, agreement, document, indenture, order, writ, injunction, decree, determination or award of any court, or any governmental department, board, commission, tribunal, agency, or instrument to which Lessee or the Candidate Vessel is subject.
(d)	This lease has been duly authorized, executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms.
(e)	Lessee has, to the best of its knowledge, provided all such information to Lessor, its agents, servants, employees or consultants regarding the Candidate Vessel’s operations, engine requirements, emissions limits/requirements and regulations to air and water to assist Lessor with the design, manufacture, installation and operation of the Leased Equipment. Without limiting the generality of the foregoing, Lessee has obtained confirmation from the engine manufacturer for the Candidate Vessel that up to 8” WC of back pressure resulting from the installation and operation of’ the Leased Equipment will not cause damage to the Candidate Vessel’s engine or any of its systems, including without limitation the exhaust system.

20. Representations and Warranties of Lessor. Lessor represents and warrants to Lessee that:

(a)	Lessor is a legal entity, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has adequate power to enter into and perform this Lease.
(b)	Lessor is the legal and beneficial owner of the Leased Equipment and has good title thereto free and clear of any lien, claim or charge.
(e)	The entering into, execution and performance of this Lease by Lessor does not and will not conflict with, violate, result in a breach of, or (where applicable) result in default under, the provisions of any law, regulation, agreement, document, indenture, order, writ, injunction, decree, determination or award of any court, or any governmental department, board, commission, tribunal, agency, or instrument to which Lessor is subject.
(d)	This Lease has been duly authorized, executed and delivered by Lessor and constitutes a legal, valid and binding obligation of Lessor, enforceable against Lessor in accordance with its terms.
(e)	The Leased Equipment will operate in accordance with: (i) the specifications and emission regulations identified in this Lease; and (ii) the specifications of the Candidate Vessel.

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(f)	The Leased Equipment shall comply with the current IMO regulations in effect as of the date hereof and the world ocean limit set to go into effect on January 1, 2020.
(g)	The Leased Equipment will no put more than 8” WC of back pressure on the main engine exhaust of the Candidate Vessel.
(h)	The operational performance of the Leased Equipment is limited to the express warranties specifically identified in Annex VI - Regulation 14 of MARPOL. Other than the express warranties as to the operational performance of the Leased Equipment identified in this Lease. Lessor shall make no other warranties, whether expressed or implied. The Lessor shall be liable to the Lessee for loss of direct profit or direct loss of use suffered by the Lessee as a result of the Leased Equipment not complying with Annex VI - Regulation 14 of MARPOL, the IMO sulphur dioxide regulations and EU Directive 2012/33/EU.
(i)	Lessor, with the Lessee’s co-operation, has obtained all necessary approvals and certifications from the Classification Society regarding the installation of the Leased Equipment and confirming the Candidate’s Vessel continued in-class status provided such installation is made in accordance with the Installation Agreement.

21. Events of Default.

(a) The following shall be events of default hereunder;

(i)	default for thirty (30) days in the payment of any lease payment or other charge payable by Lessee under this Agreement;
(ii)	default in the performance of any of Lessee’s other covenants set forth in this Lease and continuance of such default for fifteen (15) days after notice front Lessor to Lessee;
(iii)	any representation or warranty made by Lessee in this Lease, or any report, notice or other writing furnished by Lessee to Lessor in connection therewith, being untrue in any material effect;
(iv)	subject to section 31, and provided that Lessee has not made any lease payment or other charge payable by Lessee under this Agreement. Lessee suspending business for a period of time greater than 21 days;
(v)	any act by Lessee reducing the value or usefulness of the Leased Equipment, including without limitation, the opening, tampering or reverse engineering of the Leased Equipment or the Scrubber;
(vi)	Lessee permits or fails to discharge any Adverse Claims affecting the Leased Equipment;
(vii)	Lessee entering administration, liquidation or insolvency, unless any winding-up petition is frivolous or vexatious and is discharged, stayed or dismissed within thirty (30) days of commencement.
(vii)	the private or court appointment of a receiver or receiver and manager or similar officer of any part of Lessee’s property;

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(ix) if any insurance placed or maintained pursuant to the terms of this Lease shall lapse or be cancelled and shall not be replaced by another policy within twenty (20) days after notice thereof from Lessor to Lessee.

(b) Upon the happening of an event of default, Lessor, in addition to any remedy provided by law or equity and subject to any applicable prohibition, limitation or condition, may

(i)

without terminating the Lease declare all unpaid Lease Payments to be immediately due and owing, and demand payment of thereof.

(ii)

as soon as practicable, take possession of the Leased Equipment, Lessee hereby waives all damages and claims arising from Lessor taking possession of all or part of the Leased Equipment as aforesaid. After repossessing all or part of the Leased Equipment, Lessor, at its option. may give notice to Lessee that Lessor is terminating the Lease without prejudice to Lessor’s rights to sue Lessee for damages including, without limitation, all costs and expenses of repossession and reasonable legal fees and expenses incurred by Lessor as a result of Lessee’s default, or

(c) Lessor or its agent may, in repossessing the Leased Equipment, dismantle, detach and remove the Leased Equipment, at Lessee’s sole expense and neither Lessor nor its agent shall be obligated to remove any foundation or similar structure under or relating to the Leased Equipment. Lessor shall not be liable for any necessary or normal loss or damage caused by removal of the Leased Equipment, provided that such loss or damage was not caused by the negligence or willful misconduct of the Lessor or its agent.

22. Repudiation.

(a)

Lessee shall be deemed to have repudiated the Lease if any payment of rent or part of such payment shall remain unpaid for more than ninety (90) days after becoming due or if Lessee fails to respond, in a manner satisfactory to Lessor, to any notice by Lessor requiring Lessee to cure or remedy any default within the allowed time as set forth in such notice. If Lessee has or is deemed pursuant to this provision to have repudiated the Lease, then, at Lessor’s option, exercisable forthwith upon demand, all unpaid rent and all other amounts payable under such Lease shall become forthwith due and payable.

(b)

Lessor or its agent may, in repossessing the Leased Equipment, dismantle, detach and remove the Leased Equipment, at Lessee’s sole expense and neither Lessor nor its agent shall be obligated to remove any structure under or relating to the Leased Equipment. Lessor shall not be liable for any necessary or normal loss or damage caused by removal of the Equipment.

23. Insurance.

23.1 Lessee’s Insurance. Lessee shall, throughout the Term, at all its sole expense including the expense, of deductibles, procure and maintain the following insurance on the Candidate Vessel (and the Leased Equipment):

(a)

Hull and Machinery in an amount not less than $10,000,000; and

(b)

Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Candidate Vessel, including without limitation, maintaining financial security in accordance with section 17 hereof, wreck removal expenses. pollution liability and for arising from the death or personal injury or from loss or damage to property with a minimum limit of $1 billion applicable to any one accident or occurrence.

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The aforementioned insurance policies shall be in such form as Lessor shall in writing approve, which approval shall not be unreasonably withheld.

The Hull and Machinery insurance policy shall name Lessor as an additional insured in respect of the Leased Equipment and shall be endorsed; to be primary as to any insurance of Lessor; to waive subrogation against Lessor; Lessor’s officers, agents and employees and to provide Lessor with thirty (30) days advance written notice of cancellation, non-renewal or other material change in policy conditions. The insurance, shall name Lessor as a first loss payee as its interests may appear.

The Protection and Indemnity insurance policy shall name Lessor as an additional insured and shall be endorsed; to be primary as to insurance of Lessor and to provide Lessor with thirty (30) days advance written notice of cancellation, non-renewal or other material change in policy conditions.

Prior to delivery of the Leased Equipment, Lessee shall provide Lessor with certificates of insurance confirming its compliance with the foregoing. Should the Candidate Vessel become an actual, constructive, compromised or agreed total loss under the insurances required hereunder, Lessee shall pay to Lessor any insurance monies received in respect of such loss according to its respective interest, inclusive of all lease payments due hereunder. Lessee shall notify Lessor of any occurrence in consequence of which the Candidate Vessel is likely to become a total loss as defined in this section. For the purpose of insurance coverage against hull and machinery and war risks under the provisions of this section, the value of the Leased Equipment is the Total Lease Payments. In the event that any act or negligence of the Lessee, its employees, servants, or agents, shall vitiate any of the insurance herein provided. Lessee shall indemnify Lessor against all claims and demands which would have otherwise been covered by such insurance.

23.2 Lessor’s Insurance. Lessor shall, at its sole expense procure and maintain such workers’ compensation or employers’ liability insurance for all employees, agents or servants of Lessor, invoked in any operations related to the Candidate Vessel or the leased Equipment.

24. Termination.

24.1 Total or Constructive Loss. Subject to Section 7.4, this Lease shall be deemed to be terminated if the Candidate Vessel becomes a total loss or is declared as constructive or compromised or arranged total loss. For the purpose of this section, the Candidate Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Candidate Vessel has occurred. The termination of this Lease shall be without prejudice to all rights accrued due between the Parties prior to the date of termination and to any claim that either Party might have.

24.2 Lessee’s Indemnity. Lessee shall indemnify Lessor against any loss, damage or expense incurred by Lessor arising out of in relation to the operation of the Candidate Vessel or the Leased Equipment by Lessee or its charterer or sub-charterer, and against any lien of whatsoever nature arising out of an event occurring during the Term. If the Candidate Vessel is arrested or otherwise detained by reason of claims or liens arising out of her operation by Lessee, its charterer or sub-charterer, or by reason of claims or liens arising against Lessee, its charterer or sub-charterer, Lessee shall at their own expense take all reasonable steps to secure that within a reasonable time the Candidate Vessel is released, including the provision of bail. In such circumstances, Lessee shall indemnify Lessor against any loss, damage or expense incurred by Lessor as a direct consequence of such arrest or detention.

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25. Requisition. In the event of the requisition for hire of the Candidate Vessel by any governmental or other competent authority (the ^“Requisition for Hire”) irrespective of the date during the Term when the Requisition for Hire may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited periods of time, and irrespective of whether it may or will remain in force for the remainder of the Term, this Lease shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and Lessee shall continue to pay the lease payments in the manner provided by this Lease until such time as the lease is terminated pursuant to any of the provisions hereof.

26. Guarantee. ParentCo irrevocably and unconditionally guarantees to the Lessor the that whenever the Lessee does not pay any amount when due under or in connection with this Lease, it shall within ten (10) Business Days of written demand pay that amount as if it was the Lessee (the “Guarantee”). This Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Lessee under this Lease, regardless of any intermediate payment(s).

27. Notices. All demands or notices hereunder shall be in writing and shall become effective and be deemed to have been given when delivered to the other party or alternatively when deposited in a post office with proper postage prepaid for registered mail, addressed to the respective party at its address set forth in the opening clause hereof or such party from time to time designated in writing to the other party by written notice given in the manner prescribed in this paragraph.

To the Lessor:

Pacific Green Technologies Marine Limited

2-6 Cannon Street

London EC4M6YH

Email: sfpoulten@gmail.com

To the Lessee:

UML Westminster Limited

5 Welbeck Street

London WIG 9YQ

Email: legalandadmin@unionmaritime.com

Attention: Tristan Frisell

To the ParentCo:

Union Maritime Limited

5 Welbeck Street

London WIG 9YQ

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28. Assignment by Lessee and Lessor. Without the prior written consent of the other Party, and subject to section 17 hereof, neither Party may assign any of its rights under this Lease or permit any leased Equipment to be in the possession of anyone but Lessee or as otherwise agreed by the Parties. In the event that Lessee shall part with possession or control of the Candidate Vessel, and in order to secure the value of the investment being made by Lessor, Lessee shall use reasonable commercial endeavours to procure that a novation agreement is entered into with any assignee, transferee, lessee or contractor/operator (as the case may be) whereby the obligations of Lessee are novated to the assignee, transferee, lessee or contractor/operator (as the case may be) such that the resulting obligations are between Lessor and the assignee, transferee, lessee or contractor/operator.

29. Force Majeure. Neither Lessor nor Lessee shall be responsible for delay or failure to perform hereunder if the reason for such arises from; acts of God, fire, explosion, earthquakes, tidal waves, tsunami, floods, typhoons, hurricanes or other named storms and severe weather conditions, which could not have been expected to occur in the relevant location; fire, unless it is caused by the actual fault or priority of a Party; perils, dangers and accidents of the sea of other navigable waters; act of war, blockade, acts of terrorism, revolution, insurrection; act of public enemies, assailing thieves or pirates, civil commotion, riots or sabotage; seizure under legal process; quarantine restrictions; strikes, lockouts, stoppage or restraint of labour from whatever cause, provided however that strikes, industrial disturbances or other labour disputes that are solely limited to the Lessor shall not constitute a Force Majeure event for the purposes of this Section 29, breakdown or latent defects involving hull, machinery, equipment, lines, etc., not discoverable by due diligence.

30. Right to Purchase. Provided that the Lessee is not in default under this Lease or any other agreement to which the Lessee and the Lessor are parties, the Lessee shall have the option to purchase the Leased Equipment on the terms and conditions expressly set out in Schedule D to this Lease.

31. Applicable Law. This Lease and any non-contractual obligations arising out of or in connection with this Lease shall be construed in accordance with and shall be governed by English law.

32. Dispute Resolution. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce and shall be referred to three arbitrators, one arbitrator to be appointed by each Party hereto and third arbitrator to be appointed by the two arbitrators appointed by the Parties. The place of arbitration shall be London and in the English language.

33. Miscellaneous.

(a)	Nothing contained in this Lease shall be deemed to create any relationship of agency, partnership or joint venture between the parties.
(b)	A waiver by either party of a breach of any term or condition of this Lease shall be in writing, and shall not be deemed as continuing waiver or a waiver of any subsequent breach unless so provided by written notice.
(c)	No remedy of Lessor under this Lease shall be exclusive of any other remedy herein or provided by law, but each shall be cumulative and in addition to every other remedy. The obtaining by Lessor of any Judgment shall not operate as a merger of any term, condition or provision of this Lease.
(d)	This Lease contains the entire agreement of the Parties with respect to the lease and purchase of the Leased Equipment and supersedes all prior agreements and arrangements (whether written or oral) in relation to such subject matter between the Parties and may only be varied by the written agreement of both Parties.

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(e)	Time is and shall be in all respects of the essence of this Lease.
(f)	This Lease may not be amended except in writing and shall be binding upon and inure to the benefit of the parties, their permitted successors and permitted assigns.
(g)	Any provisions of this Lease which is unenforceable in any jurisdiction shall, as to such jurisdiction, he ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Lease and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(h)	This Lease may be executed in any number of counterparts with the same effect as it all parties had signed the same document. All of these counterparts will for all purposes constitute one agreement, binding on the parties, notwithstanding that all parties are not signatories to the same counterpart. A pdf emailed copy, fax transcribed copy or photocopy of this Lease executed by a party in counterpart or otherwise will constitute a properly executed, delivered and binding agreement or counterpart of the executing party.

IN WITNESS WHEREOF the parties hereto have caused this Lease to be executed as of the date first above written by their respective officers hereunto duly authorized.

UML WESTMINISTER LIMITED
By:
	Authorized Signature
Title:	DIRECTOR
UNION MARITIME LIMITED
By:
	Authorized Signature
Title:	DIRECTOR

PACIFIC GREEN TECHNOLOGIES MARINE LIMITED
By:
	Authorized Signature
Title:	CEO

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SCHEDULE A

DEFINITIONS

“Candidate Vessel” means the vessel nominated by the Lessee to receive the ENV1-Marine^TM scrubbing system. It is agreed that this is the LPG tanker vessel “Westminster” bearing IMO No. 9474151 (Marshall Island Registry Official Number 7090). Lessee have the option to substitute the Candidate Vessel for another vessel on or before 17.00 Hrs BST on the ___ day of November 2016 on the same terms as this Lease at which time
the Lessee will assign its interests hereunder to a nominee subsidiary of Union Maritime Limited,

“Emission Control Technology” means the integrated technology, techniques and processes proposed to be adopted onboard the Candidate Vessel for the purpose of achieving the required level of air emissions reduction. The Leased Equipment will be a key component of the emission control technology;

“Intellectual Property” means any patent, copyright, design right including rights in any secret process, technical know-how or other confidential information (together with any application for such protection).

“Lease” means this Energy Management Lease between the Lessor and the Lessee;

“Leased Equipment” means the principal components of the Envi-Marine System all as more particularly described in Schedule B to this Lease”

“Fuel Cost Savings per Hour” as detailed in Schedule E shall mean the difference in cost/tonne or HFO 380 and LSMGO less the average operating cost/tonne multiplied by the number of tonnes of fuel consumed per day divided by 24 hours to yield the hourly fuel cost savings.

“LSMGO” means 0.1% sulphur fuel specified by the IMO as the basis for SECA sulphur emission compliance;

“Operating Quarter” shall mean each period of three (3) months commencing from the date on which the Leased Equipment is successfully tested and is accepted by the Lessee;

“Open Mode” shall mean the operating mode where raw seawater is pumped through the Leased Equipment and discharged into the sea with a minimum of processing. This is considered the standard operating mode for open sea operations.

“Closed Mode” shall mean the operating mode whereby the seawater is re-circulated through the scrubber in a closed loop. This mode would he used for main engines in circumstances where effluent discharge regulations or lack at sea water alkalinity require this operating mode.

“Scrubber Operating Hours” shall mean the number of hours of scrubber operation logged in open and closed modes by the ENVI-Marine^TM system’s computerized data logger.

SCHEDULE B

LEASED EQUIPMENT

The following personal property, and any attachments, accessories, repair or replacement parts and other personal property placed on or added to such personal property shall constitute the Leased Equipment:

Gas Conditioning Chamber (GCC) - This engine exhaust gas inlet chamber uses seawater or recirculated water spray to quench the exhaust gas to approximately 35°C.

Scrubber - The scrubber body combines a scrubber head with a volume of packed bed media (PBM) located above the head. The footprint of the scrubber body is variable depending on the configuration of space available. In general, the scrubber is to be positioned at deck level corresponding to the base of the external stack enclosure.

Dissolved Air Flotation (DAF) Tank - The DAF tank receives water from the scrubber and subjects it to DAF treatment, whereby soot, light particulate and oil droplets are separated from the scrubber water by flotation. The oily particulate is then skimmed from the tank and sent to the Oil Water Separator system. The rest of the water, which may still contain some heavier particulate. is directed to the Recirculation Tank.

Oil Water Separator (OWS) System - The oily waste skimmed from the DAF tank is mainly comprised of water. The OWS system is designed to concentrate the oily waste for storage in the Oily Waste Tank, and discharge the clean water. The water may be directed to the Recirculation Tank during Open Mode operation or to the Effluent Holding Tank during Closed Mode operation.

Oily Waste Tank - The Oily Waste Tank holds the residue from the OWS system for removal at a land based facility.

Recirculation Tank - The Recirculation Tank receives water from various sources and aggregates it for recirculation by pumps to the GCC water sprayers, the Hydrocyclone System, and the PBM water distributor. The tank is partitioned so that water from the DAF tank potentially containing heavier particulate is directed to the Hydrocyclone System, and clean water returning from hydrocyclone treatment is sent back to the scrubber. In Open Mode operation, excess water overflows from the Recirculation Tank to the Effluent Holding, Tank prior to being dis- charged to sea.

Heat Exchangers - In Closed Mode operation, recirculated scrubber water is cooled using heat exchangers supplied with cold seawater by the seawater pumps.

Hydrocyclone System - Purchaser of hydrocyclones are used for heavier solids separation. Each system draws from a section of the partitioned Recirculation Tank. The underflow containing the particulate is sent to the Disc Centrifuge for further concentration, and the clean overflow water is sent back to the clean water side of the Recirculation Tank.

Disc Centrifuge - The Disc Centrifuge subjects the underflow from the hydrocyclones to high inertial forces to concentrate solids to a high degree for swage in the Centrifuge Sludge Tank.

Effluent Holding Tank - When at sea the overflow from the Recirculation Tank is held briefly in the Effluent Holding Tank before being discharged to the sea. The Effluent Holding Tank is equipped with an Effluent Monitor for analysis of pH, turbidity and phenanthrene PAH. When in port or when regulations restrict discharge the tank is used to hold the small flow of effluent water front the OWS system during Closed Mode operation for later discharge at sea.

Caustic Soda Tank - Caustic soda is to be stored on deck in a 20-foot ISO tank configured as a 20-foot bulk container. The tank will act as a reservoir for a small caustic soda surge tank located in the water processing area below decks. Injection pumps to provide alkalinity to the scrubber water during closed mode or hybrid open mode are installed with the surge tank.

Continuous Emissions Monitoring System (CEMS) - The system includes a Continuous Emissions Monitoring System (CEMS) to monitor and record sulphur dioxide emissions on a continuous basis. Access to this information is required by regulatory authorities.

Effluent Monitor - A tamper-proof system to monitor the pH, turbidity and phenanthrene PAH of the effluent will he part installed on the Effluent Holding Tank discharge line.

Programmable Logic Controller (PLC) - The system will be controlled by a small programmable logic controller (PLC) with a graphic user interface at the operations station or controlroom. The system will normally operate in automatic mode, but manual control, data logging and trend screens will also be available. Depending on the ship’s communication capabilities, the system could also be monitored and controlled remotely. This would allow the shipping company and or PGTM staff to troubleshoot any problems from land-based offices.

SCHEDULE C

LEASE PAYNIENTS

Following the Date of Acceptance, the amount payable by Lessee in respect of each Operating Quarter of the Candidate Vessel shall he calculated on the following basis:

Quarterly Lease Payment =

(Open Mode Fuel Cost Savings per Hour) x (Open Hours of Scrubber Operation)

+

(Closed Mode Fuel Cost Savings per Hour) x (Closed Hours of Scrubber Operation)

(where the total hours of operation shall be not less than the Guaranteed Minimum Hours per Quarter, as hereinafter defined)

The following assumptions shall be used when calculating the amount payable for each Operating Quarter:

a.	The Lessee guarantees a minimum of 870 Scrubber Operating Hours per Operating Quarter (the “Guaranteed Minimum Operating Hours per Quarter”) (3,480 hours per annum or 145 days per year in the SECA). The Scrubber Operating Hours for each Operating Quarter, shall be the greater of the average number of hours of scrubber operation for each Operating Quarter for the previous 12 months and the actual number of hours of scrubber operation for each Operating Quarter.
b.	The parties will use the relevant Operating Quarter’s average LSMGO and IFO 380 HFO price as published by Bunker Times for Rotterdam to make the calculation for the Quarterly Lease Payment.
c.	The Parties agree to the scrubber operating mode costs that are incorporated into the scrubber cost savings contained in Schedule E for the duration of the Term of this Lease which are summarized as:

	OPEN MODE		CLOSED MODE
	LADEN	BALLAST	LADEN	BALLAST
WESTMINISTER	$14,00/t	$15,00/t	$33.00/t	$33.00/t
MODE AVERAGE	$14.50/t		$33.00/t

Lessor shall be entitled to include in the calculation of the Quarterly Lease Payment any additional Scrubber Operating Hours over and above the Guaranteed Minimum Hours per Quarter and there shall be no reduction in the Quarterly Lease Payment during each quarter that the actual Scrubber Operating Hours are less than the Guaranteed Minimum Hours per Quarter.

Provided Lessee is not in default under the Lease, Lessor shall invoice Lessee for the Quarterly Lease Payment, inclusive of all calculations therefor and reasonable supporting documentation, within I4 days of the end of each Operating Quarter.

Lessee shall pay to Lessor in USD. the invoiced Quarterly Lease Payment within seven (7) calendar days of receipt of such invoiced Quarterly Lease Payment.

Any and all disputes arising in connection with the Quarterly Lease calculation shall be determined in accordance with Section 32 of the Lease.

SCHEDULE D

OPTION AGREEMENT

THIS OPTION AGREEMENT is fd as of the 16 day^. of December, 2016.

PACIFIC GREEN TECHNOLOGIES MARINE LIMITED, a corporation registered in England & Wales with a registered address located at 2-6 Cannon Street London EC4M6YH

(the "Vendor")

AND:

UML WESTMINSTER LIMITED, a corporation registered in England & Wales with an office located at Portland House, 69-71 Wembley Hill Road, Wembley, Middlesex, HA9 8BL United Kingdom

(the "Purchaser")

AND:

UNION MARITIME LIMITED, a corporation registered in England & Wales

With office located at 5 Welbeck Street London, WIG 9YQ

(the "ParentCo")

BETWEEN:

WHEREAS:

A. Vendor, Purchaser and ParentCo entered into an equipment lease dated ___, December 2016 (the “^-Lease Agreement") wherein Vendor agreed to provide Purchaser with certain equipment (collectively, the "Equipment”^-) along with an option to purchase the Equipment.

B. Vendor, Purchaser and ParentCo wish to enter into this option to purchase ("Option Agreement”^-) on the terms and conditions set forth in this Option Agreement wherein Vendor will provide Purchaser the option to purchase the Equipment at any time during the term of the Lease.

For good and valuable consideration. the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

1. DEFINITIONS

1.1 Defined Terms. In this Option Agreement terms defined in the Lease Agreement shall have the meanings therein set out and:

(a)	"Agreement" means the Lease Agreement and schedules thereto, as amended or supplemented from time to time;
(b)	"Business day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York;
(c)	"Exercise Date" means the date on which notice of the exercise of the Option is delivered by Purchaser to Vendor under section 2.3 of this Option Agreement;
(d)	"Option" means the option granted by Vendor in favour of Purchaser under section 2.1;
(e)	"Option Closing Date" means the earlier of:
	(i)   business days following exercise of the Option set out in Section 2.3; and
	(ii)  such earlier date as may be designated by Purchaser by notice to Vendor hereunder;
(f)	"Option Expiry Date" means the last day of the term of the Agreement;
(g)	"Option Fee" means S1.00 paid by Purchaser to Vendor;
(h)	"Option Purchase Price" has the meaning as set out in Section 2.5;
(i)	"Person" means an individual, corporation, society partnership, government or governmental department or agency, trustee, and unincorporated organization;

2. GRANT AND EXERCISE OF OPTION AND PURCHASE

2.1 Option. In consideration of the payment of the Option Fee, the receipt of which is acknowledged by Vendor, Vendor grants to Purchaser, the sole and exclusive option, irrevocable within the time herein limited for exercise by Purchaser, to purchase the Equipment.

2.2 Exercise of Option. Purchaser may, subject to the provisions of section 2.4. exercise the Option by delivering to Vendor written notice of the exercise of the Option. If the Option is exercised as set forth in this section 2.3. this Agreement shall become a binding agreement for the purchase and sale of the Equipment which shall be completed upon the terms and conditions contained in this Agreement on the Option Closing Date.

2.3 Conditions of Exercise. Purchaser shall be entitled to exercise the Option at any time prior to the Option Expiry Date.

2.4 Option Purchase Price. The Option Purchase Price for all the Equipment will be calculated as follows:

(a) At any time commencing the date upon which the Leased Equipment is Accepted (the Acceptance Date) and extending to third anniversary of the Acceptance Date for the purchase price of the then outstanding balance owing in respect of the Total Lease Payments under the Lease less $80,000 USD plus all applicable taxes;

(b)	At any time following the third anniversary of the Acceptance Date and extending to the fourth anniversary of the Acceptance Date for the purchase price of the then outstanding balance owing in respect of the total Lease Payments under the Lease less $40,000 USD plus all applicable taxes; or
(c)	At any time following the fourth anniversary of the Acceptance Date for the purchase price of the then outstanding balance owing in respect of the Total Lease Payments under the Lease: and
(d)	Upon the full payment of the Total Lease Payments, for the purchase price of $1.00.

2.5 Possession. Subject to completion of the transaction as set out in this Article 2 Purchaser shall be entitled to possession of the Equipment purchased under the Option at 09:00 a.m. on the Option Closing Date.

2.6 Delivery of Documents — Vendor. On or before the Option Closing Date. Vendor shall cause its solicitors to deliver to Purchaser’s solicitors, in form and content satisfactory to Purchaser, acting reasonably, duly executed by Vendor and the other parties thereto (if any) and in registrable form wherever appropriate, such deeds, acts, things, certificates and assurances (Collectively “Transfer”) as may be requisite in the reasonable opinion of Purchaser’s solicitors and approved by Vendor’s solicitors, acting reasonably, for more perfectly and absolutely assigning, transferring, conveying and assuring to Purchaser, title to the Equipment free and clear of any lien, charge, encumbrance or legal notation. In addition, Vendor shall deliver to Purchaser, an irrevocable exclusive worldwide royalty free license in perpetuity in respect of the Equipment, and all the equipment and materials used to support the patented technology more particularly described in Schedule A of the Lease to the extent required to enable the Purchaser and each and every subsequent owner, charterer or operator of the Candidate Vessel to use the Equipment.

2.7 Preparation of Documents. The documents contemplated in Section 2.7 will be prepared by Purchaser’s solicitors, to the extent that preparation is required, and delivered to Vendor’s solicitors at least two Business Days before the Option Closing Date.

2.8 Payment in Escrow. On or before the Option Closing Date Purchaser shall pay the Option Purchase Price to an escrow agent.

2.9 Payment. Forthwith upon Purchaser’s solicitors being satisfied as to the priority of the Transfer Purchaser shall cause Purchaser’s solicitors to deliver to Vendor’s solicitors a wire transfer for the Option Purchase Price and to release any additional items referred to in Section 2.7 to Purchaser.

2.11 Notice. Each notice to a party must be given in writing. A notice may be given by delivery to an individual or by electronic mail, and will be validly given if delivered during normal business hours to the party at the address first above written, or, if transmitted during normal business hours by electronic mail addressed to the other party as set out in below or to any other address or electronic mail address or individual that each party designates.

If to:

Vendor:

Pacific Green Technologies Marine Limited

c/o 889 Harbourside Drive, North Vancouver

BC. Canada

E-mail: ken.meclelland@pacificgreen.tv

Purchaser:

UMI Westminster Limited

69-71 Wembley Hill Road,

Wembley, Middlesex HA98BL

ParentCo:

Union Maritime Limited

5 Welbeck Street

London WIG 9YQ

2.12 Applicable Law. This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be construed in accordance with and shall be governed by English law.

2.13 Dispute Resolution. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce and shall be referred to three arbitrators, one arbitrator to be appointed by each Party here into and third arbitrator to be appointed by the two arbitrators appointed by the Parties. The place of arbitration shall be London and in the English language.

IN WITNESS WHEREOF the parties have caused this Option Agreement to be executed by their proper officers, duly authorized for such purpose.

UML WESTMINISTER LIMITED
By:
	Authorized Signature
Title:	DIRECTOR
UNION MARITIME LIMITED
By:
	Authorized Signature
Title:	DIRECTOR

PACIFIC GREEN TECHNOLOGIES MARINE LIMITED
By:
	Authorized Signature
Title:	CEO

SCHEDULE E

OPERATIONAL SAVINGS

	SECA HOURS	OPEN	CLOSED
Quarterly HF0 380 cost (US$ / tonne)		$205	$205
Quarterly MGO LS cost (US$ / tonne)		$400	$400
Quarterly Price Difference (US$ / tonne)		$195	$195
Average Operating Cost (US$ / tonne HFO)		$14.50	$33.00
Fuel Cost Savings (US$ / tonne HFO)		$180.50	$162.00
HFO Consumption - Main Engine (tonnes day)		18	18
Current Fuel Cost Savings (US$ / day)		$3249.00	$2916.00
Current Fuel Cost Savings (US$ / hour)		$135.37	$121.50
Quarterly Saving for 145 SECA Days/ year	870	$117,771.90	$105,705.00
Annual Savings for 145 SECA days / year	3480	$471,087.60	$422,820.00

SCHEDULE F

Certificate of Delivery and Acceptance

THE UNDERSIGNED, _____________________. on behalf of UML Westminster Limited as Lessee under an Energy Management Lease dated __, December 2016 (the “Lease”) hereby attest that the Leased Equipment was delivered by Pacific Green Technologies Marine Limited, as Lessor under the Lease and was accepted by Lessee at _________ hours this ___________ day of ____________, 2017 in the water at the following location: _________ having Latitude: ___________; Longitude ___________ in accordance with the terms of the Lease. Lessee acknowledge that the Leased Equipment has been delivered by Lessor fully in accordance with the terms and conditions of the Lease and Lessee hereby accepts delivery of the Leased Equipment.

UML WESTMINSTER LIMITED

per:

Its Authorized Signatory

SCHEDULE G

DESCRIPTION OF OPEN AND CLOSED OPERATING MODES

Open Mode Operation

In open operating mode rack seawater is pumped through the scrubber system. This is considered the, standard operating mode for most open sea operations. The seawater is pumped directly to the scrubber water distribution manifolds at the gas conditioning inlet, and the top of the packed bed media. Scrubber water draining from the packed bed media supplies water to the turbulent scrubbing zone above the patented scrubbing head.

SO2 is removed and neutralized as the exhaust gases pass counter-current through the water flows. The water drains front the scrubber base to a flotation skimmer tank which uses air and dissolved air flotation to separate unburned carbon and oil from the scrubber water. This material is skimmed from the flotation skimmer tank and directed to the Oil Water Separation (OWS) system, which concentrates the oily waste into a sludge and stores it in a sludge tank.

The excess clean water from the OWS system is then combined with the remainder of the water flow from the flotation skimmer tank and directed to the recirculation tank and then to the effluent holding tank. If high turbidity is an issue, then some of the water can be processed through the hydrocyclone system and disc centrifuge to reduce the overall levels. The cleaned water from this operation may be sent to the GC inlet or directly to the effluent storage tank.

The water held in the effluent holding tank is monitored continuously and then combined with reaction water for pH balancing prior to being released to the sea. In the event that the monitor measures a high reading for pH, turbidity or phenanthrene PAH, the system will take a series of actions to respond, depending on which parameter is high. High acidity can be remedied by adding NaOH to the seawater and excess turbidity or phenanthrene PAH can be remedied by operating the hydrocyclone system and disc centrifuge. If these steps do not solve the problem, the system can be switched to closed mode operation where there is no discharge to the sea.

Closed Mode Operation

In closed mode operation the seawater is recirculated through the scrubber in a closed loop. This mode is used for auxiliary generators and boilers while in port, and for main engines in circumstances where regulations require that no effluent can be discharged. Three aspects of the scrubber’s operation are altered in this mode. First, the loss of seawater alkalinity is made up by the addition of NaOH to the recirculation tank. Second, heat added through the cooling of the exhaust gas is removed by heat exchangers cooled with raw seawater. Third, the overflow from the flotation skimmer tank. hydrocyclone system and disc centrifuge are returned to the recirculation tank for recirculation to the scrubber.

The raw seawater used to cool the scrubbing fluid makes a single pass through both the scrubber distribution and GC heat exchangers before being discharged. This water is not in contact with the engine exhaust gases, so it does not require any treatment.

In closed mode the scrubbing fluid takes the same path through the scrubber but at a reduced flow rate since alkalinity can be made up by NaOH addition. The closed system requires continuous cleaning so as to not build up oil or solids, so the flotation skimmer tank. OWS system, hydrocyclone system and disc. centrifuge are all fully operational. A certain amount of bleed is necessary to eliminate dissolved solids, and this is taken from the OWS clean water overflow, which is directed to the effluent storage tank. As this is treated effluent, it will meet discharge criteria once the vessel is hack in the open ocean where discharge is allowed.

Oily sludge is sent to the Oily Waste tank and centrifuge sludge may be sent there as well or to a separate tank. Fresh water is added to the recirculation tank to make up for water lost to evaporation in the scrubber and effluent sent to storage. NaOH is added as required to maintain the pH of the scrubber water.

EX-10.37

Exhibit 10.37

THIS TOOLING DEVELOPMENT AGREEMENT is made the 1^st day of January 2017.

BETWEEN

(A) PACIFIC GREEN TECHNOLOGIES CHINA LIMITED, a Hong Kong registered limited liability company with its registered office at 301-303, 3/F, Golden Gate Commercial Building,136-138 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong (“PGTC”)

AND

(B) POWERCHINA SPEM LIMITED COMPANY, a company incorporated in the Peoples Republic of China having its registered address at 80 Hangdu Road, Shanghai, China 201316 (“SPEM”)

Collectively referred to as the “Parties”

WHEREAS

(1)	PGTC owns the rights to patented emission control systems including ENVI-Clean TM;
(2)	PGTC and SPEM have entered into a joint venture partnership to market, fabricate and install ENVI-CleanTM emission control technologies in the Peoples Republic of China;
(3)	The parties have agreed that tooling for pending projects should be undertaken in advance of orders to facilitate shorter delivery times.

IT IS AGREED

1.	DEFINITIONS AND INTERPRETATION
1.1	The following terms shall have the following meanings:

Term

Shall mean the term of this Agreement described in Clause 2;

Force Majeure

Shall mean any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority;

1.2 The singular includes the plural and vice versa.

1.3 The clause headings do not form part of this Agreement and should not be taken into account in its construction or interpretation.

1.4 References in this Agreement to the Schedule are to the Schedule to this Agreement.

2

2. TERM AND APPOINTMENT

2.1 This Agreement shall have effect for one year from the date of the Agreement.

2.2 The Agreement and its terms may be extended and amended by mutual agreement of the parties.

3. PAYMENT AND CONSIDERATION

3.1 The consideration for SPEM’s services, PGTC has agreed to a fee of ¥RMB1,050,000 to be paid as US$160,198 on the 12 month anniversary of the acceptance of the system.

4. ASSIGNMENT, CONFIDENTIALITY & SEVERABILITY

4.1	Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to unreasonably withheld or delayed providing that neither party is detrimentally affected by the assignment.
4.2	The parties acknowledge that the contents, in particular the financial details of this Agreement are confidential and neither party will disclose any information concerning the terms of this Agreement without the prior written consent of the other except as required by law or as reasonably necessary for the operation of this Agreement.
4.3	Should any provision of this Agreement be considered void or voidable under any applicable law, such provision shall to the extent required be severed or amended in such a manner as to render the rest of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.

5. ENTIRE AGREEMENT AND WAIVER

5.1 This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement,

5.2 This Agreement may only be varied by the written agreement of both parties,

5.3 A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided by written notice.

6. FORCE MAJEURE

Should either party’s obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force Majeure, then the obligations of that party shall be suspended during the period of such hampering, interference or interruption consequent upon such event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties will use their best commercial endeavors to minimize and reduce any period of suspension occasioned.

7. NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS

7.1 Nothing contained in this Agreement shall be deemed to alter the terms of the joint venture partnership between the parties.

7.2 This Agreement shall be governed by and construed in all respects in accordance with the laws of the Peoples Republic of China and each party hereby submits to the exclusive jurisdiction of Chinese arbitration or courts.

7.3 Neither party shall make (and the parties shall ensure that no person connected with them shall make) any public statement, issuance or announcement about the signature of this Agreement without the prior written approval of the other party except as required by law or by any legal authority.

3

SIGNATURE PAGE

IN WITNESS whereof the parties have duly executed this Agreement the day and year first above written.

Authorized for and on behalf of

PACIFIC GREEN TECHNOLOGIES CHINA LIMITED

/s/ Scott Poulter

Scott Poulter

For and on behalf of POWERCHINA SPEM LIMITED COMPANY
	Name:
	Title:

4

EX-10.38

Exhibit 10.38

THIS SALES AND MARKETING AGREEMENT is made the of 1st of January 2017.

BETWEEN

(A) PACIFIC GREEN TECHNOLOGIES CHINA LIMITED, a Hong Kong registered limited liability company with its registered office at 301-303, 3/F, Golden Gate Commercial Building,136-138 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong ("PGTC")

AND

(B) POWERCHINA SPEM LIMITED COMPANY, a company incorporated in the Peoples Republic of China having its registered address at 80 Hangdu Road, Shanghai, China 201316 ("SPEM")

WHEREAS

(1) PGTC owns the rights to patented emission control systems including ENVI-Clean^TM,

(2) PGTC and SPEM have entered into a joint venture partnership to market, fabricate and install ENVI-Clean^TM emission control technologies in the Peoples Republic of China,

(3) SPEM will provide the sales and marketing for ENVI-Clean^TM and other PGTC products as agreed during the term of the agreement,

(4) SPEM has agreed to use its resources in other markets in which it has contacts, agents or market influence to assist PGTC,

(5) PGTC and SPEM have mutually agreed to enter into a Sales and Marketing agreement.

IT IS AGREED

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings:

Term

Shall mean the term of this Agreement described in Clause 2;

Force Majeure

Shall mean any event affecting the performance of any provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority;

2

1.2 The singular includes the plural and vice versa.

1.3 The clause headings do not form part of this Agreement and should not be taken into account in its construction or interpretation.

1.4 References in this Agreement to the Schedule are to the Schedule to this Agreement.

2. TERM AND APPOINTMENT

2.1 This Agreement shall have effect for nine months from the date of the Agreement.

2.2 The Agreement may be renewed by mutual consent of the parties.

3. PAYMENT AND CONSIDERATION

3.1 The consideration for SPEM's services, PGTC has agreed to a fee of RMB1,050,000 to be as US$160,198 on the 9 month anniversary of the acceptance of the system.

4. ASSIGNMENT, CONFIDENTIALITY & SEVERABILITY

4.1 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to unreasonably withheld or delayed providing that neither party is detrimentally affected by the assignment.

4.2 The parties acknowledge that the contents, in particular the financial details of this Agreement are confidential and neither party will disclose any information concerning the terms of this Agreement without the prior written consent of the other except as required by law or as reasonably necessary for the operation of this Agreement.

4.3 Should any provision of this Agreement be considered void or voidable under any applicable law, such provision shall to the extent required be severed or amended in such a manner as to render the rest of this Agreement valid or enforceable, unless the whole commercial object is thereby frustrated.

5. ENTIRE AGREEMENT AND WAIVER

5.1 This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement

5.2 This Agreement may only be varied by the written agreement of both parties.

5.3 A waiver by either party of a breach of any term or condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver of any subsequent breach unless so provided by written notice.

6. FORCE MAJEURE

Should SPEM's obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any Event of Force Majeure, then the obligations of SPEM shall be suspended during the period of such hampering, interference or interruption consequent upon such event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties will use their best commercial endeavors to minimize and reduce any period of suspension occasioned.

3

7. NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS

7.1 Nothing contained in this Agreement shall be deemed to alter the terms of the joint venture partnership between the parties.

7.2 This Agreement shall be governed by and construed in all respects in accordance with the laws of the Peoples Republic of China and each party hereby submits to the exclusive jurisdiction of the Chinese arbitration or courts.

7.3 Neither party shall make (and the parties shall ensure that no person connected with them shall make) any public statement, issuance or announcement about the signature of this Agreement without the prior written approval of the other party except as required by law or by any legal authority.

Intentionally Left Blank

4

SIGNATURE PAGE

IN WITNESS whereof the parties have duly executed this Agreement the day and year first above written.

Authorized for and on behalf of
PACIFIC GREEN TECHNOLOGIES CHINA LIMITED
	/s/ Scott Poulter
	Scott Poulter
For and on behalf of
POWER CHINA SPEM LIMITED COMPANY
	Name:
	Title:

5

EX-10.39

Exhibit 10.39

CEOLIVE INVESTOR AD CAMPAIGN

February 1st, 2017 to March 1st, 2017

TRILOGY MEDIA PARTNERS, INC.

10524 Moss Park Dr Ste 204-660
Orlando, FL 32832

(A company hereinafter referred to as "CONSULTANTS"),

and;

PACIFIC GREEN TECHNOLOGIES, INC.
5205 Prospect Road
Suite 135-226
San Jose, CA 95129

(Hereinafter referred to as "COMPANY")

Collectively CONSULTANTS and COMPANY hereinafter referred to as "the Parties".

WITNESSETH:

WHEREAS, CONSULTANTS reside in Florida with significant knowledge of the area of Public Relations and Investor Relations, Video Production & Marketing, Investor Awareness and Audience Targeting.

WHEREAS, COMPANY desires to increase investor awareness and visibility of the stock, PACIFIC GREEN TECHNOLOGIES, INC. with respect to the capital markets community.

WHEREAS, CONSULTANTS are willing to accept COMPANY as a client.

WHEREAS, COMPANY requires the services and desires to retain CONSULTANTS to provide such services as an independent contractors, and CONSULTANTS are agreeable to such a relationship and/or arrangement, and the parties desire a written document formalizing and defining their relationship and evidencing the terms of their agreement;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, it is agreed as follows:

AGREEMENT

1. Appointment. COMPANY hereby appoints and engages CONSULTANTS and hereby retains CONSULTANTS upon the terms and conditions of this Consulting Agreement. CONSULTANTS accept such appointment and agrees to use his/her "best efforts" to perform the services upon the terms and conditions of said Consulting Agreement.

2. Engagement. COMPANY engages CONSULTANTS to advise COMPANY as further described below and subject to the further provisions of this Consulting Agreement.

3. Duties of CONSULTANTS. The Parties agree that the duties of CONSULTANTS are as follows:

a. CONSULTANTS shall act, generally, as an advisor, to COMPANY with respect to providing strategic consulting and management of a Facebook Ad Campaign, including audience targeting, ad creation and ongoing refinement of campaign based on advertising analytics. The object is to increase awareness of COMPANY and its brand(s) in the general marketplace and among investor audiences specifically.

b. CONSULTANTS shall supply company with the following digital media products and services which comprise the "deliverables" on an initial and ongoing basis during the course of the INVESTOR MEDIA & AUDIENCE CAMPAIGN for which CONSULTANT is retained:

1.	VIDEO AD SEGMENTS
	5 Video Ads Weekly
	Video Production / Graphics, B-Roll, Editing / Editorial Strategy

2.	AD CREATIVE
	Write all ad copy and headlines
	Create and manage overall advertising strategy

3.	AUDIENCE CREATION / MANAGEMENT
	Create Investor Identity Database for Pacific Green Technologies Investors
	Create Customer Identity Database for Pacific Green Technologies Business Leads

4.	FACEBOOK ADVERTISING BUDGET
	Manage budget for purchase of Facebook targeted ads
	Ad Spend: $1000/Week split $500/$500 for Investor/Customer Leads

4. Term Of Agreement. This agreement shall become effective February 1st, 2017 and remain in effect for a period of 1 months and must be renewed in writing by both COMPANY and CONSULTANTS if desired.

a. Either party may terminate this agreement, without cause, upon a thirty (30) days prior written notice.

5. Duties Of COMPANY. The Parties agree that the duties of COMPANY are as follows:

a. COMPANY shall supply CONSULTANTS, on a regular and timely basis with all approved data and information about COMPANY, its management, its products, and its operations.

b. In that CONSULTANTS relies on information provided by COMPANY for a substantial part of its efforts, COMPANY must represent that said information is not false.

2

6. Payment.

a. Company agrees to pay a total fee of $5,000 cash via wire transfer for the 1 month contract.

b. $3,500 will be allocated for purchase of Facebook Ads.

c. $500 will be allocated for PGTK Facebook Page promotion.

d. $1,000 will be allocated for creative and management of ad campaign.

7. Data Ownership

a. All lead data, including Facebook audience data, email data and any other profile data generated from ad campaign shall be exclusively owned by Pacific Green Technologies.

b. Consultant agrees to turn over all said data related to and resulting from campaign to the company at any time during the campaign and at the end of the campaign.

c. All creative content and social media channels set up in association with campaign will also be the sole property of Pacific Green Technologies.

8. Entire Agreement. This Agreement contains the entire agreement of the parties and may be modified or amended only by agreement in writing signed by both parties.

9. Disclaimer. CONSULTANTS expressly agree only to be bound by "best efforts" and it is further understood that this Agreement is not to be construed in any way as performance based.

IN WITNESS WHEREOF, the parties hereto have set their hands in execution of this Agreement on this 23rdth day of January 2017.

For and on behalf of:

DocuSigned by:
TRILOGY MEDIA PARTNERS, INC.
By	/s/ Michael Elliott
	MICHAEL ELLIOTT
B365FA0ADA2C64DF
PACIFIC GREEN TECHNOLOGIES, INC.
By

Consulting Agreement - Page 1 of 5

3

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Neil Carmichael, certify that:

1.       I have reviewed this quarterly report on Form 10-Q for December 31, 2016 of Pacific Green Technologies Inc.;

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 21, 2017

/s/Neil Carmichael

Neil Carmichael

President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pacific Green Technologies Inc.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Neil Carmichael, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of Pacific Green Technologies Inc. for the period ended December 31, 2016 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Pacific Green Technologies Inc.

	/s/Neil Carmichael
Dated:  February 21, 2017	Neil Carmichael
	President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Pacific Green Technologies Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Pacific Green Technologies Inc. and will be retained by Pacific Green Technologies Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Dec. 31, 2016	Feb. 15, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Pacific Green Technologies Inc.
Entity Central Index Key	0001553404
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Document Type	10-Q
Document Period End Date	Dec. 31, 2016
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,971,351

XML

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Mar. 31, 2016
ASSETS
Cash	$ 467,740	$ 40,108
Amounts receivable	15,762	4,996
Prepaid expenses	16,628
Due from related parties (Note 9)	62,182	50,747
Total Current Assets	562,312	95,851
Property and equipment (Note 3)	845,112
Intangible assets (Note 4)	11,709,696	12,366,555
Total Assets	13,117,720	12,462,406
Current Liabilities
Accounts payable and accrued liabilities (Notes 6 and 9)	1,146,254	821,515
Loan payable (Note 5)	426,206	625,574
Convertible debentures, net of unamortized discount of $nil and $105,018, respectively (Note 6)	110,000	4,982
Current portion of note payable, net of unamortized discount of $72,091 and $33,000, respectively (Note 8)	4,927,909	3,967,000
Due to related parties (Note 9)	4,139,728	5,025,249
Derivative liabilities (Note 7)	620,125	816,216
Total Current Liabilities	11,370,222	11,260,536
Note payable, net of unamortized discount of $nil and $180,507, respectively (Note 8)		819,493
Total Liabilities	11,370,222	12,080,029
Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 14)
Subsequent Events (Note 15)
Stockholders' Equity
Preferred stock, 10,000,000 shares authorized, $0.001 par value Nil shares issued and outstanding
Common stock, 500,000,000 shares authorized, $0.001 par value 25,971,351 and 23,104,908 shares issued and outstanding, respectively	25,971	23,105
Common stock issuable (Note 10)		150,000
Subscriptions receivable (Note 10)	(721,003)
Additional paid-in capital	65,192,943	60,219,306
Accumulated other comprehensive income	175,753	120,760
Deficit	(62,926,766)	(60,130,794)
Total Stockholders' Equity	1,746,898	382,377
Total Liabilities and Stockholders' Equity	$ 13,117,120	$ 12,462,406

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Statement of Financial Position [Abstract]
Unamortized discount, convertible debentures		$ 105,018
Unamortized discount, note payable, current	72,091	33,000
Unamortized discount, note payable		$ 180,507
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	25,971,351	23,104,908
Common stock, shares outstanding	25,971,351	23,104,908

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	3 Months Ended		9 Months Ended
	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares
Expenses
Advertising and promotion		$ 10,000		$ 10,000
Amortization of intangible assets	218,953	218,953	656,859	656,860
Consulting fees (Note 9)	578,923	227,881	1,002,225	954,050
Depreciation	2,356		2,356
Engineering fees	4,848		233,702
Foreign exchange gain	(135,536)	(110,290)	(288,594)	(289,062)
Office and miscellaneous	64,133	25,958	133,372	63,111
Professional fees	61,225	62,716	201,691	148,206
Transfer agent and filing fees	(2,575)	6,501	15,854	27,167
Travel	56,537	36,504	110,139	75,312
Total expenses	848,864	478,223	2,067,604	1,645,644
Loss before other expenses	(848,864)	(478,223)	(2,067,604)	(1,645,644)
Other income (expense)
Gain (loss) on change in fair value of derivative liabilities (Note 8)	(137,217)	(160,411)	196,091	(1,218,229)
Gain on extinguishment of debt				171,501
Impairment of goodwill (Note 4)				(126,782)
Interest expense (Notes 6)	(314,466)	(297,866)	(924,459)	(931,021)
Total other income (expense)	(451,683)	(458,277)	(728,368)	(2,104,531)
Net loss for the period	(1,300,547)	(936,500)	(2,795,972)	(3,750,175)
Other comprehensive income (loss)
Foreign currency translation gain	35,388	35,993	54,993	12,253
Comprehensive loss for the period	$ (1,265,159)	$ (900,507)	$ (2,850,965)	$ (3,737,922)
Net loss per share, basic and diluted | $ / shares	$ (0.05)	$ (0.05)	$ (0.12)	$ (0.2)
Weighted average number of shares outstanding | shares	24,113,779	20,364,070	23,820,178	18,722,436

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating Activities
Net loss for the period	$ (2,795,972)	$ (3,750,175)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on note payable and convertible debentures	249,459	251,697
Amortization of intangible assets	656,859	656,860
Depreciation	2,356
Gain on extinguishment of debt		(171,501)
Impairment of goodwill		126,782
Imputed interest	675,000	675,000
Loss (gain) on change in fair value of derivative liabilities	(196,091)	1,218,229
Stock-based compensation		353,577
Changes in operating assets and liabilities:
Amounts receivable	491	599
Prepaid expenses	(16,628)	(119,313)
Due from related parties	(22,692)
Advances receivable		25,000
Accounts payable and accrued liabilities	324,739	75,009
Due to related parties	(305,060)	74,494
Net Cash Used In Operating Activities	(1,427,539)	(583,742)
Investing Activities
Cash acquired on acquisition of subsidiary		50,064
Purchase of property and equipment	(847,468)
Net Cash Provided by (Used In) Investing Activities	(847,468)	50,064
Financing Activities
Proceeds from issuance of common stock	3,430,500	1,125,000
Proceeds from related parties		19,804
Repayments to related parties	(451,352)	(145,375)
Repayment of loan payable	(113,280)
Proceeds from convertible debentures		100,000
Net Cash Provided by Financing Activities	2,865,868	1,099,429
Effect of Foreign Exchange Rate Changes on Cash	(163,229)	(233,289)
Increase in Cash	427,632	332,462
Cash, Beginning of Period	40,108	1,270
Cash, End of Period	467,740	333,732
Non-cash Investing and Financing Activities:
Convertible debentures settled with common stock		1,606,419
Reallocation of amount due to a related party to amounts receivable	11,257
Recognition of debt discount due to derivative		110,000
Supplemental Disclosures:
Interest paid
Income taxes paid

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Nature of Operations and Continuance of Business

9 Months Ended

Dec. 31, 2016

Nature of Operations and Continuance of Business [Abstract]

Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

Pacific Green Technologies Inc. (the “Company”) is engaged in the commercialization and development of its proprietary emissions control and scrubber technologies. With its technical and manufacturing partners, the Company has developed applications for the marine, manufacturing and utility sectors to reduce pollutants and contaminants from emissions. The Company's goal is to bring new emission control solutions to help address the world’s need for clean and sustainable energy.

The accompanying condensed consolidated 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, 2016. In the opinion of management, the accompanying condensed consolidated 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 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.

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, lenders, and note holders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at December 31, 2016, the Company has not generated any revenues, has a working capital deficit of $10,807,910, and has an accumulated deficit of $62,926,766 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Significant Accounting Policies

9 Months Ended

Dec. 31, 2016

Significant Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

(a) Principles of Consolidation

These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and the following entities:

Pacific Green Technologies International Limited (“PGTIL”)	Wholly-owned subsidiary
Pacific Green Technologies Marine Limited (PGTML)	Wholly-owned subsidiary of PGTIL
Energy Park Sutton Bridge Ltd. (“EPSB”)	Wholly-owned subsidiary of PGTIL
Pacific Green Technologies Asia Limited ("PGTA")	Wholly-owned subsidiary of PGTIL
Pacific Green Technologies China Limited ("PGTC")	Wholly-owned subsidiary of PGTA

All inter-company balances and transactions have been eliminated.

(b) Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, VAT receivable, accounts receivable, amounts due from and to related parties, accounts payable and accrued liabilities, loan payable, convertible debentures, and note payable. With the exception of long-term note payable, the recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2016, on a recurring basis:

	Level 1 $		Level 2 $		Level 3 $
Cash		467,740		–		–
Derivative liabilities		–		620,125		–
Total		467,740		620,125		–

During the nine months ended December 31, 2016, the Company recognized a gain on change in fair value of derivative liabilities of $196,091 (December 31, 2015 - loss of $1,218,229).

(c) Property and Equipment

Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates:

Furniture and equipment	5 years straight-line
Leasehold improvements	3 years straight-line
Scrubber system	20 years straight-line

(d) Reclassifications

Certain of the figures presented for comparative purposes have been reclassified to conform to the presentation adopted in the current period.

(e) Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” ("ASU 2015-03"), which resulted in the reclassification of debt issuance costs from “Other Assets” to inclusion as a reduction of the debt balance. The Company adopted ASU 2015-03 during the three months ended June 30, 2016, with full retrospective application as required by the guidance. The application of this standard did not have a material impact on the Company's consolidated balance sheet or operations for any period presented.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Property and Equipment

9 Months Ended

Dec. 31, 2016

Property and Equipment [Abstract]

Property and Equipment

3. Property and Equipment

	Cost $		Accumulated amortization $		December 31, 2016 Net carrying value $		March 31, 2016 Net carrying value $
Furniture and equipment		4,155		208		3,947		–
Leasehold improvements		25,784		2,148		23,636		–
Scrubber system		817,529		–		817,529		–
Total		847,468		2,356		845,112		–

As at December 31, 2016, the Company has not recorded depreciation on the scrubber system as it is still being manufactured and has not been placed in use.

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Intangible Assets

9 Months Ended

Dec. 31, 2016

Intangible Assets [Abstract]

Intangible Assets

4. Intangible Assets

	Cost $		Accumulated amortization $			Impairment $			December 31, 2016 Net carrying value $		March 31, 2016 Net carrying value $
Patents and technical information		35,852,556		(3,685,605	)		(20,457,255	)		11,709,696		12,366,555

On May 17, 2013, the Company entered into an Assignment of Assets agreement with EnviroTechnologies, Inc. (“Enviro”), whereby the Company acquired various patents and technical information related to the manufacture of a wet scrubber for removing sulphur, other pollutants, and the particulate matter from diesel engine exhaust. In exchange for these assets, the Company waived all obligations owing to the Company as well as agreed to return a total of 88,876,443 of Enviro’s shares back to Enviro. The obligations waived consisted of $237,156 owing to the Company as well as $93,721 of debt owing to Pacific Green Group Limited (“PGG”), which was assigned to the Company. The Company entered into share exchange agreements with Enviro shareholders in which it issued shares of its common stock in exchange for shares of Enviro on a one-for-ten basis. The intangible assets acquired were recorded at cost and is being amortized using the straight-line method over the estimated useful life of 17 years.

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Loan Payable

9 Months Ended

Dec. 31, 2016

Loan Payable [Abstract]

Loan Payable

5. Loan Payable

As at December 31, 2016, PGTIL, the Company’s wholly-owned subsidiary, owes $426,206 (£345,470) (March 31, 2016 - $625,574 (£435,000)) to a significant shareholder of the Company, which is non-interest bearing, unsecured, and due on demand.

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Convertible Debentures

9 Months Ended

Dec. 31, 2016

Convertible Debentures [Abstract]

Convertible Debentures

6. Convertible Debentures

(a) On May 27, 2014, the Company issued a $200,000 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on May 27, 2015. Pursuant to the agreement, should any portion of the loan remain outstanding past maturity, the interest rate will increase to 15% per annum. The note is convertible into shares of common stock 180 days after the date of issuance (November 27, 2014) until maturity at a conversion rate of 75% of the average closing bid prices of the Company’s common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to the Company.

The Company analyzed the conversion option under ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”), and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $33,922. On November 27, 2014, the note became convertible resulting in the Company recording a derivative liability of $33,922 with a corresponding adjustment to loss on change in fair value of derivative liabilities. During the nine months ended December 31, 2016, the Company had accreted $nil (2015 - $12,820) of the debt discount to interest expense. On May 4, 2015, the Company issued 1,058,317 shares of common stock for the conversion of $200,000 of this debenture and $18,888 of accrued interest.

(b) On June 12, 2014, the Company issued a $100,000 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 10% per annum, and is due on June 12, 2015. Pursuant to the agreement, should any portion of the loan remain outstanding past maturity, the interest rate will increase to 15% per annum. The note is convertible into shares of common stock 180 days after the date of issuance (December 12, 2014) until maturity at a conversion rate of 75% of the average closing bid prices of the Company’s common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to the Company.

The Company analyzed the conversion option under ASC 815, and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $9,793. On December 12, 2014, the note became convertible resulting in the Company recording a derivative liability of $9,793 with a corresponding adjustment to loss on change in fair value of derivative liabilities. During the nine months ended December 31, 2016, the Company had accreted $nil (2015 - $1,637) of the debt discount to interest expense. On May 13, 2015, the Company issued 459,418 shares of common stock for the conversion of $100,000 of this debenture and $7,796 of accrued interest.

(c) On November 10, 2015, the Company issued a $110,000 convertible debenture with a non-related party, in exchange for $100,000, net of $10,000 for legal fees which have been deferred and will be amortized over the term of the debenture. Under the terms of the debenture, the amount is unsecured, bears one-time guaranteed interest at 10%, and is due on November 10, 2016. The note is convertible into shares of common stock of the Company equal to the lower of: (a) $0.40 or (b) 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date of conversion. As at December 31, 2016, the Company recorded accrued interest of $14,025 (March 31, 2016 - $11,000), which has been included in accounts payable and accrued liabilities.

The Company analyzed the conversion option under ASC 815, and determined that the conversion feature should be classified as a liability and recorded at fair value due to there being no explicit limit to the number of shares to be delivered upon settlement of the conversion option. In accordance with ASC 815, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $110,000. During the nine months ended December 31, 2016, the Company had accreted $105,018 (2015 - $1,426) of the debt discount to interest expense. As at December 31, 2016, the carrying value of the debenture was $110,000 (March 31, 2016 - $4,982) and the fair value of the derivative liability was $620,125 (March 31, 2016 - $816,216).

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Derivative Liabilities

9 Months Ended

Dec. 31, 2016

Derivative Liabilities [Abstract]

Derivative Liabilities

7. Derivative Liabilities

The Company records the fair value of the conversion price of the convertible debentures disclosed in Note 6 in accordance with ASC 815. The fair value of the derivative liabilities was calculated using a binomial option pricing model. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the nine months ended December 31, 2016, the Company recorded a gain on the change in fair value of derivative liabilities of $196,091 (2015 - loss of $1,218,229). As at December 31, 2016, the Company recorded derivative liabilities of $620,125 (March 31, 2016 - $816,216).

The following inputs and assumptions were used to fair value the convertible debenture outstanding as at December 31 and March 31, 2016, assuming no expected dividends:

	November 10, 2015  Convertible Debenture
	As at  December 31, 2016			As at  March 31, 2016
Estimated common stock issuable upon extinguishment		310,063			302,500
Estimated exercise price per common share		0.40			0.40
Risk-free interest rate		0.5	%		0.1	%
Expected volatility		164	%		250	%
Expected life (in years)		0.25			0.61

A summary of the activity of the derivative liabilities is shown below:

	$
Balance, March 31, 2016		816,216
Mark-to-market adjustment		(196,091	)
Balance, December 31, 2016		620,125

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Note Payable

9 Months Ended

Dec. 31, 2016

Note Payable [Abstract]

Note Payable

8. Note Payable

	December 31,  2016  $			March 31, 2016  $
Opening balance		4,786,493			4,479,852
Accretion of unamortized discount		141,416			306,641
Ending balance		4,927,909			4,786,493
Less: current portion		(4,927,909	)		(3,967,000	)
Long-term portion		–			819,493

The principal repayments of the note payable are as follows:

	$
Due on demand		4,000,000
June 12, 2017		1,000,000
		5,000,000

On June 14, 2012, the Company entered into an Assignment and Share Transfer Agreement with PGG, a company controlled by a shareholder of the Company who has a significant influence on the Company’s operations, concerning the assignment of the Representation Agreement entered between PGG and Enviro and the purchase of 100% of the issued and outstanding common shares of PGT Limited, a subsidiary of PGG, in exchange for an aggregate of 5,000,000 shares of common stock as well as a $5,000,000 promissory note.

The note payable will be repaid in instalments of $1,000,000 on the anniversary of the agreement beginning on June 12, 2013 with the income earned under the terms of the Representation Agreement. If the Company is unable to meet the repayment schedule, PGG will have the option to either roll over any unpaid portion to the following payment date or to convert the outstanding amount into shares of the Company’s stock. The note had been discounted at a market rate of 18% to arrive at the net present value of $3,127,171 as at June 12, 2012. The note is unsecured and cannot itself be used by PGG to cause the Company to become insolvent. During the nine months ended December 31, 2016, the Company recorded imputed interest of $675,000 (2015 - $675,000), at a rate of 18% per annum, which has been included in additional paid-in capital.

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Related Party Transactions

9 Months Ended

Dec. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions

9. Related Party Transactions

(a) As at December 31, 2016, the Company was owed $37,195 (March 31, 2016 - $38,506) from a company controlled by a shareholder of the Company who has a significant influence on the Company's operations. The amounts owed are unsecured, non-interest bearing, and due on demand.

(b) As at December 31, 2016, the Company was owed $nil (March 31, 2016 – $11,257) from a director of the Company. The amounts owed are unsecured, non-interest bearing, and due on demand.

(c) As at December 31, 2016, the Company was owed $24,987 (March 31, 2016 - $984) from a shareholder of the Company who has a significant influence in the Company's operations. The amounts owed are unsecured, non-interest bearing, and due on demand.

(d) As at December 31, 2016, the Company owed $3,989,741 (March 31, 2016 – $4,862,555) to a company controlled by a shareholder of the Company who has a significant influence on the Company's operations. The amounts owing are unsecured, non-interest bearing, and due on demand. On July 20, 2015, the Company entered into a conversion agreement with this company, whereby up to $1,000,000 in outstanding amounts may be converted at a rate of $0.70 per share for a 12 month period between July 20, 2016 and July 20, 2017. The Company determined that the convertible debt contained no embedded beneficial conversion feature as the conversion price was the same as the fair market value of the Company’s common stock on the date of issuance.

(e) As at December 31, 2016, the Company owed $nil (March 31, 2016 – $38,430) to a shareholder of the Company who has a significant influence on the Company's operations. Of this amount, $nil (March 31, 2016 - $20,765) is unsecured, bears interest at the US Bank Prime Rate plus 4%, and is due on demand. The remainder of the amount owing is unsecured, non-interest bearing, and due on demand.

(f) As at December 31, 2016, the Company owed $159,857 (March 31, 2016 – $124,264) to directors of the Company, of which $9,870 (March 31, 2016 - $nil) was recorded in accounts payable and accrued liabilities. The amounts owing are unsecured, non-interest bearing, and due on demand.

(g) During the nine months ended December 31, 2016, the Company incurred $180,000 (2015 – $180,000) in consulting fees to a company controlled by a shareholder of the Company who has a significant influence on the Company's operations.

(h) During the nine months ended December 31, 2016, the Company incurred $186,080 (2015 – $7,563) in consulting fees to companies controlled by directors of the Company.

(i) During the nine months ended December 31, 2016, the Company incurred $nil (2015 - $75,632) in consulting fees to a director of the Company.

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Common Stock

9 Months Ended

Dec. 31, 2016

Common Stock [Abstract]

Common Stock

10. Common Stock

(a) On April 30, 2016, the Company issued 246,667 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $370,000.

(b) On May 19, 2016, the Company issued 150,000 shares of common stock to a director of the Company relating to a non-brokered private placement at a price of $1.00 per share for proceeds of $150,000, which was recorded as common stock issuable as at March 31, 2016.

(c) On May 21, 2016, the Company issued 97,334 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $146,000.

(d) On May 24, 2016, the Company issued 161,667 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $242,500.

(e) On July 12, 2016, the Company issued 98,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $147,000.

(f) On July 14, 2016, the Company issued 50,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $75,000.

(g) On September 12, 2016, the Company issued 33,333 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $50,000.

(h) On October 27, 2016, the Company issued 85,714 shares of common stock relating to a non-brokered private placement at a price of $1.75 per share for proceeds of $150,000.

(i) On December 21, 2016, the Company issued 11,765 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $20,000, which has been recorded as share subscription receivable as at December 31, 2016.  Refer to Note 15(c).

(j) On December 22, 2016, the Company issued 265,296 shares of common stock relating to a non-brokered private placement at a price of $1.70 per share for proceeds of $451,003, of which $301,003 has been recorded as share subscription receivable as at December 31, 2016. Refer to Notes 15(c), (d), (e), (f), and (g).

(k) On December 23, 2016, the Company issued 1,000,000 shares of common stock relating to a non-brokered private placement at a price of $1.50 per share for proceeds of $1,500,000.

(l) On December 31, 2016, the Company issued 1,000,000 units relating to a non-brokered private placement at a price of $1.50 per unit for proceeds of $1,000,000, of which $400,000 has been recorded as share subscription receivable as at December 31, 2016. Each unit consists of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year, and one share purchase warrant exercisable at $1.50 per share for a term of two years. Refer to Notes 15(g) and (i).

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Share Purchase Warrants

9 Months Ended

Dec. 31, 2016

Share Purchase Warrants [Abstract]

Share Purchase Warrants

11. Share Purchase Warrants

	Number of  warrants		Weighted average exercise price $
Balance, March 31, 2016		934,963		0.001
Issued		1,333,334		1.50
Balance, December 31, 2016		2,268,297		0.88

As at December 31, 2016, the following share purchase warrants were outstanding:

Number of warrants outstanding		Exercise  price  $		Expiry date
	934,963		0.001	January 8, 2018
	666,667		1.50	December 23, 2017
	666,667		1.50	December 23, 2018
	2,268,297

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Stock Options

9 Months Ended

Dec. 31, 2016

Stock Options [Abstract]

Stock Options

12. Stock Options

The following table summarizes the continuity of stock options:

	Number of  options			Weighted average exercise price  $		Weighted average remaining contractual life (years)		Aggregate intrinsic value $
Balance, March 31, 2016		1,529,167			1.15		0.7		2,833,876
Expired		(1,166,667	)		1.50
Balance, December 31, 2016		362,500			0.01		1.5		866,375

Additional information regarding stock options outstanding as at December 31, 2016 is as follows:

	Outstanding and exercisable
Range of exercise prices  $	Number of shares	Weighted average remaining contractual life (years)	Weighted average exercise price  $
0.01	362,500	1.5	0.01

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Segmented Information

9 Months Ended

Dec. 31, 2016

Segmented Information [Abstract]

Segmented Information

13. Segmented Information

The Company is located and operates in the US and its subsidiaries are primarily located and operating in the United Kingdom and China. The Company's scrubber system is located in China while all other non-current assets are located in the US.

	December 31, 2016
	United States  $		China  $		Total  $
Property and equipment		27,583		817,529		845,112
Intangible assets		11,709,696		–		11,709,696
Total non-current assets		11,737,279		817,529		12,554,808

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Commitments

9 Months Ended

Dec. 31, 2016

Commitments [Abstract]

Commitments

14. Commitments

(a) On May 1, 2010, the Company entered into consulting agreements with Sichel Limited (“Sichel”), the parent company of PGG. Sichel will assist the Company in developing commercial agreements for green technology and the building of an international distribution centre. Effective December 31, 2013, this consulting agreement was assigned to Pacific Green Development Ltd., a company controlled by a shareholder of the Company who has a significant influence in the Company's operations. The agreement shall continue for four years with consideration as follows:

i) Stock consideration to PGG or to any third party as directed by PGG of 5,000 ordinary shares of common stock of the Company upon signing of the agreement, which have been waived by PGG;

ii) Monthly consultancy fees of $20,000 are to be paid within fourteen days of each month-end. If the Company is unable to pay this fee, then PGG has the option to elect to be paid 5,000 shares of common stock of the Company in lieu of cash;

iii) Sales commission of 10% of sales value excluding shipping and local sales taxes; and

iv) Finance commission of 10% of net proceeds of any funds raised by way of issued of stock, debt or convertible note after any brokers commission as introduced by PGG.

(b) On May 15, 2013, the Company entered into an acquisition agreement to acquire 100% of the issued and outstanding shares of PGTIL. PGTIL plans to develop a biomass power plant facility. As part of the acquisition agreement, the Company is required to issue $3,000,000 payable in shares of common stock in the event of PGTIL either purchasing the property or securing a lease permitting PGTIL to operate a biomass power plant facility. The Company is also required to issue $33,000,000 payable in shares of common stock in the event of PGTIL securing sufficient financing for the construction of the facility.

(c) On November 17, 2015, PGTC entered into a commercial joint venture agreement (the “Agreement”) with a non-related party (the "Supplier") wherein the Supplier would receive and process orders, manufacture, and install products for the Company's customers. In return, the Company agreed to design the product and provide a technology license and technical support (the "Technology") to the Supplier. During the term of the Agreement, the Company will provide the Supplier with a non-transferrable right and license to use the Technology to manufacture and install the product within the Peoples’ Republic of China.

Upon receiving each order from the Company, the Supplier and the Company shall submit to each other the respective estimated budgets. For each project, after receipt of the revenue from the relevant customer, the expenses of the Company and the Supplier shall be deducted and reimbursed from the revenue proportionally. The parties have agreed to share the gross profits at an even split of 50% each.

(d) On August 4, 2016, the Company entered into a three year lease agreement commencing November 15, 2016. The minimum lease payments over the remaining term of the lease are as follows:

Fiscal Year	$
2017		14,148
2018		58,431
2019		61,229
2020		39,339
		173,147

(e) On August 31, 2016, the Company entered into a six month marketing agent agreement with an unrelated party (the “Agent”) effective September 1, 2016, to appoint the Agent as the Company’s marketing representative for introducing products to appropriate parties in India. Consideration for the Agent’s services are as follows:

i) Monthly fees of $3,615 (AU$5,000) per month from September 1, 2016 for the duration of the term plus travel and entertainment expenses

ii) A payment of $72,300 (AU$100,000) upon signing of a joint venture agreement between the Company and an Indian customer able to distribute, manufacture and sell the products in India. Additionally, upon signing of a joint venture agreement, the Company will grant options to purchase 100,000 shares of common stock of the Company at a 20% discount to the price at the time of the signing of a joint venture agreement, exercisable within 24 months

iii) 10% of net revenue received by the Company in the 12 months period following the signing of the joint venture agreement and 5% of net revenue received by the Company in the 12 months following the initial 12 month period

iv) A commission equal to 3% of the net revenue actually collected for the sale of the products to any client outside of the Indian joint venture agreement

v) 5% of any funds received from equity investors in the Company’s common stock following a direct introduction from the Agent for the first $2.5 million raised and 3% thereafter up to a maximum of $25 million raised

(f)	On September 22, 2016, PGTC entered into a one year research and development agreement with a non-related party to conduct testing on the scrubber system after it is installed and accepted by a customer in Yancheng, China. Pursuant to the agreement, PGTC will pay $160,198 (RMB1,050,000) to the non-related party on each of the three- and six-month anniversaries from the date of acceptance of the system.
(g)	On October 20, 2016 the Company entered into a Products and Services Purchase Agreement with a non-related party to purchase all the components required to complete an flue gas desulphurization system in consideration for a total purchase price of $1,083,000 (RMB7,506,568). Pursuant to the agreement, 30% of the purchase price is payable upon execution of the agreement, 20% upon final inspection, 40% upon delivery, and 10% within 14 days following installation and commissioning.
(h)	On November 19, 2016, the Company entered into an agreement with a non-related party for professional engineering and design services for the Company’s emission control systems. Pursuant to the agreement the Company shall pay $31,500 to the consultant on or before December 31, 2016, and a cash bonus of $20,000 to the Professional Chief Engineer of the consultant for the successful performance of the high sulphur test conducted at the joint venture project delivered by the Company and the non-related party.
(i)	On December 5, 2016, the Company entered into a three month consulting agreement with a consultant who will provide strategic consulting in the areas of investor relations, public relations, and marketing for the Company for $10,000.

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Subsequent Events

9 Months Ended

Dec. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

(a)	On January 1, 2017, PGTC entered into a one year tooling development agreement with a non-related party to begin tooling for pending projects in advance of orders to facilitate shorter delivery times. Pursuant to the agreement, PGTC will pay $160,198 (RBM1,050,000), on the 12-month anniversary of the acceptance of the system.
(b)	On January 1, 2017, PGTC entered into a nine month sales and marketing agreement with a non-related party to conduct sales and marketing services for the scrubber system in China. Pursuant to the agreement, PGTC will pay $160,198 (RBM1,050,000), on the nine-month anniversary of the acceptance of the system.
(c)	On January 3, 2017, the Company received share subscription proceeds of $120,002 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Notes 10(i) and (j).
(d)	On January 4, 2017, the Company received share subscription proceeds of $100,001 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).
(e)	On January 5, 2017, the Company received share subscription proceeds of $51,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).

(f)	On January 17, 2017, the Company received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).
(g)	On January 18, 2017, the Company received share subscription proceeds of $200,000 for units at a price of $1.50 per unit relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(l). Each unit consisted of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year and one share purchase warrant exercisable at $1.50 per share for a term of two years.
(h)	On January 20, 2017, the Company received share subscription proceeds of $25,000 for shares of common stock at a price of $1.70 per share relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(j).
(i)	On January 27, 2017, the Company received share subscription proceeds of $200,000 for units at a price of $1.50 per unit relating to a non-brokered private placement, which was recorded as share subscriptions receivable as at December 31, 2016. Refer to Note 10(l). Each unit consisted of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year and one share purchase warrant exercisable at $1.50 per share for a term of two years.

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Significant Accounting Policies (Policies)

9 Months Ended

Dec. 31, 2016

Significant Accounting Policies [Abstract]

Principles of Consolidation

(a) Principles of Consolidation

These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and the following entities:

Pacific Green Technologies International Limited (“PGTIL”)	Wholly-owned subsidiary
Pacific Green Technologies Marine Limited (PGTML)	Wholly-owned subsidiary of PGTIL
Energy Park Sutton Bridge Ltd. (“EPSB”)	Wholly-owned subsidiary of PGTIL
Pacific Green Technologies Asia Limited ("PGTA")	Wholly-owned subsidiary of PGTIL
Pacific Green Technologies China Limited ("PGTC")	Wholly-owned subsidiary of PGTA

All inter-company balances and transactions have been eliminated.

Financial Instruments

b) Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, VAT receivable, accounts receivable, amounts due from and to related parties, accounts payable and accrued liabilities, loan payable, convertible debentures, and note payable. With the exception of long-term note payable, the recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table represents assets and liabilities that are measured and recognized at fair value as of December 31, 2016, on a recurring basis:

	Level 1 $		Level 2 $		Level 3 $
Cash		467,740		–		–
Derivative liabilities		–		620,125		–
Total		467,740		620,125		–

During the nine months ended December 31, 2016, the Company recognized a gain on change in fair value of derivative liabilities of $196,091 (December 31, 2015 - loss of $1,218,229).

Property and Equipment

(c) Property and Equipment

Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates:

Furniture and equipment	5 years straight-line
Leasehold improvements	3 years straight-line
Scrubber system	20 years straight-line

Reclassifications

(d) Reclassifications

Certain of the figures presented for comparative purposes have been reclassified to conform to the presentation adopted in the current period.

Recent Accounting Pronouncements

(e) Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-03, “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” ("ASU 2015-03"), which resulted in the reclassification of debt issuance costs from “Other Assets” to inclusion as a reduction of the debt balance. The Company adopted ASU 2015-03 during the three months ended June 30, 2016, with full retrospective application as required by the guidance. The application of this standard did not have a material impact on the Company's consolidated balance sheet or operations for any period presented.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Significant Accounting Policies (Tables)

9 Months Ended

Dec. 31, 2016

Significant Accounting Policies [Abstract]

Schedule of assets and liabilities that are measured and recognized at fair value

	Level 1 $		Level 2 $		Level 3 $
Cash		467,740		–		–
Derivative liabilities		–		620,125		–
Total		467,740		620,125		–

Schedule of property and equipment depreciation annual rates

Furniture and equipment	5 years straight-line
Leasehold improvements	3 years straight-line
Scrubber system	20 years straight-line

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Property and Equipment (Tables)

9 Months Ended

Dec. 31, 2016

Property and Equipment [Abstract]

Schedule of property and equipment

	Cost $		Accumulated amortization $		December 31, 2016 Net carrying value $		March 31, 2016 Net carrying value $
Furniture and equipment		4,155		208		3,947		–
Leasehold improvements		25,784		2,148		23,636		–
Scrubber system		817,529		–		817,529		–
Total		847,468		2,356		845,112		–

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Intangible Assets (Tables)

9 Months Ended

Dec. 31, 2016

Intangible Assets [Abstract]

Schedule of intangible assets

	Cost $		Accumulated amortization $			Impairment $			December 31, 2016 Net carrying value $		March 31, 2016 Net carrying value $
Patents and technical information		35,852,556		(3,685,605	)		(20,457,255	)		11,709,696		12,366,555

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Derivative Liabilities (Tables)

9 Months Ended

Dec. 31, 2016

Derivative Liabilities [Abstract]

Schedule of convertible debenture

	November 10, 2015  Convertible Debenture
	As at  December 31, 2016			As at  March 31, 2016
Estimated common stock issuable upon extinguishment		310,063			302,500
Estimated exercise price per common share		0.40			0.40
Risk-free interest rate		0.5	%		0.1	%
Expected volatility		164	%		250	%
Expected life (in years)		0.25			0.61

Schedule of derivative lliabilities

	$
Balance, March 31, 2016		816,216
Mark-to-market adjustment		(196,091	)
Balance, December 31, 2016		620,125

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Note Payable (Tables)

9 Months Ended

Dec. 31, 2016

Note Payable [Abstract]

Schedule of notes payable

	December 31,  2016  $			March 31, 2016  $
Opening balance		4,786,493			4,479,852
Accretion of unamortized discount		141,416			306,641
Ending balance		4,927,909			4,786,493
Less: current portion		(4,927,909	)		(3,967,000	)
Long-term portion		–			819,493

Shedule of principal repayments of the note payable

	$
Due on demand		4,000,000
June 12, 2017		1,000,000
		5,000,000

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Share Purchase Warrants (Tables)

9 Months Ended

Dec. 31, 2016

Share Purchase Warrants [Abstract]

Schedule of share purchase warrants

	Number of  warrants		Weighted average exercise price $
Balance, March 31, 2016		934,963		0.001
Issued		1,333,334		1.50
Balance, December 31, 2016		2,268,297		0.88

Schedule of share purchase warrants outstanding

Number of warrants outstanding		Exercise  price  $		Expiry date
	934,963		0.001	January 8, 2018
	666,667		1.50	December 23, 2017
	666,667		1.50	December 23, 2018
	2,268,297

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Stock Options (Tables)

9 Months Ended

Dec. 31, 2016

Stock Options [Abstract]

Summary of continuity of stock options

	Number of  options			Weighted average exercise price  $		Weighted average remaining contractual life (years)		Aggregate intrinsic value $
Balance, March 31, 2016		1,529,167			1.15		0.7		2,833,876
Expired		(1,166,667	)		1.50
Balance, December 31, 2016		362,500			0.01		1.5		866,375

Summary of stock options outstanding

	Outstanding and exercisable
Range of exercise prices  $	Number of shares	Weighted average remaining contractual life (years)	Weighted average exercise price  $
0.01	362,500	1.5	0.01

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Segmented Information (Tables)

9 Months Ended

Dec. 31, 2016

Segmented Information [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	December 31, 2016
		United States  $		China  $		Total  $
Property and equipment			27,583		817,529		845,112
Intangible assets			11,709,696		–		11,709,696
Total non-current assets			11,737,279		817,529		12,554,808

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Commitments (Tables)

9 Months Ended

Dec. 31, 2016

Commitments [Abstract]

Schedule of minimum lease payments

Fiscal Year	$
2017		14,148
2018		58,431
2019		61,229
2020		39,339
		173,147

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Nature of Operations and Continuance of Business (Details) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Nature of Operations and Continuance of Business (Textual)
Working capital deficit	$ 10,807,910
Accumulated deficit	$ (62,926,766)	$ (60,130,794)

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Significant Accounting Policies (Details) - Fair Value, Measurements, Recurring [Member]	Dec. 31, 2016 USD ($)
Level 1 [Member]
Schedule of assets and liabilities that are measured and recognized in fair value
Cash	$ 467,740
Derivative liabilities
Total	467,740
Level 2 [Member]
Schedule of assets and liabilities that are measured and recognized in fair value
Cash
Derivative liabilities	620,125
Total	620,125
Level 3 [Member]
Schedule of assets and liabilities that are measured and recognized in fair value
Cash
Derivative liabilities
Total

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Significant Accounting Policies (Details 1)	9 Months Ended
	Dec. 31, 2016
Furniture and equipment [Member]
Accounting Policies [Line Items]
Property and equipment, estimated useful lives	5 years
Property and equipment, depreciation method	Straight-line
Leasehold improvements [Member]
Accounting Policies [Line Items]
Property and equipment, estimated useful lives	3 years
Property and equipment, depreciation method	Straight-line
Scrubber system [Member]
Accounting Policies [Line Items]
Property and equipment, estimated useful lives	20 years
Property and equipment, depreciation method	Straight-line

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Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015
Significant Accounting Policies (Textual)
Fair value adjustment of derivative liabilities	$ (137,217)	$ (160,411)	$ 196,091	$ (1,218,229)

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Property and Equipment (Details) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Property, Plant and Equipment [Line Items]
Cost	$ 847,468
Accumulated amortization	2,356
Net carrying value	845,112
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	4,155
Accumulated amortization	208
Net carrying value	3,947
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Cost	25,784
Accumulated amortization	2,148
Net carrying value	23,636
Scrubber system [Member]
Property, Plant and Equipment [Line Items]
Cost	817,529
Accumulated amortization
Net carrying value	$ 817,529

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Intangible Assets (Details) - Patents and technical information [Member] - USD ($)	9 Months Ended
	Dec. 31, 2016	Mar. 31, 2016
Summary of intangible assets
Cost	$ 35,852,556
Accumulated amortization	(3,685,605)
Impairment	(20,457,255)
Intangible Assets, Net carrying value	$ 11,709,696	$ 12,366,555

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Intangible Assets (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	May 17, 2013	Dec. 31, 2016
Intangible Assets (Textual)
Number of shares repurchased	88,876,443
Number of shares repurchased, value	$ 237,156
Estimated useful life		17 years
PGG [Member]
Intangible Assets (Textual)
Number of shares repurchased, value	$ 93,721

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Loan Payable (Details)	Dec. 31, 2016 USD ($)	Dec. 31, 2016 GBP (£)	Mar. 31, 2016 USD ($)	Mar. 31, 2016 GBP (£)
Loans Payable (Textual)
Loan payable	$ 426,206		$ 625,574
PGTIL [Member]
Loans Payable (Textual)
Loan payable	$ 426,206	£ 345,470	$ 625,574	£ 435,000

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Convertible Debentures (Details) - USD ($)					1 Months Ended	9 Months Ended
	Nov. 10, 2015	May 13, 2015	May 04, 2015	Jun. 12, 2014	May 27, 2014	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016	Dec. 12, 2014	Nov. 27, 2014
Convertible Debentures (Textual)
Convertible debenture, non-related party			$ 200,000		$ 200,000
Interest rate					10.00%
Convertible debenture, due date					May 27, 2015
Convertible debenture, description					The note is convertible into shares of common stock 180 days after the date of issuance (November 27, 2014) until maturity at a conversion rate of 75% of the average closing bid prices of the Company's common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to the Company.
Accrued interest included in accounts payable and accrued liabilities			$ 18,888
Increase in debt instrument rate of interest					15.00%
Intrinsic value of beneficial conversion feature					$ 33,922
Fair value of the derivative liability										$ 33,922
Accrued debt discount							$ 12,820
Common stock issued for cash, shares			1,058,317
Convertible Debt One [Member]
Convertible Debentures (Textual)
Convertible debenture, non-related party		$ 100,000		$ 100,000
Interest rate				10.00%
Convertible debenture, due date				Jun. 12, 2015
Convertible debenture, description				The note is convertible into shares of common stock 180 days after the date of issuance (December 12, 2014) until maturity at a conversion rate of 75% of the average closing bid prices of the Company's common stock for the 45 days ending one trading day prior to the date the conversion notice is sent by the holder to the Company.
Accrued interest included in accounts payable and accrued liabilities		$ 7,796
Increase in debt instrument rate of interest				15.00%
Intrinsic value of beneficial conversion feature				$ 9,793
Fair value of the derivative liability									$ 9,793
Accrued debt discount							1,637
Common stock issued for cash, shares		459,418
Convertible Debt Two [Member]
Convertible Debentures (Textual)
Convertible debenture, non-related party	$ 110,000					110,000		$ 4,982
Interest rate	10.00%
Convertible debenture, due date	Nov. 10, 2016
Convertible debenture, description	The note is convertible into shares of common stock of the Company equal to the lower of: (a) $0.40 or (b) 60% of the lowest trading price of the Company's common stock during the 20 consecutive trading days prior to the date of conversion.
Accrued interest included in accounts payable and accrued liabilities						11,000		11,000
Intrinsic value of beneficial conversion feature	$ 14,025
Fair value of the derivative liability						620,125		$ 816,216
Accrued debt discount						$ 105,018	$ 1,426
Exchange fees	100,000
Net of legal fees	$ 10,000

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Derivative Liabilities (Details) - November 10, 2015 Convertible Debenture [Member] - $ / shares	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Mar. 31, 2016
Short-term Debt [Line Items]
Estimated common stock issuable upon extinguishment	310,063	302,500
Estimated exercise price per common share	$ 0.40	$ 0.40
Risk-free interest rate	0.50%	0.10%
Expected volatility	164.00%	250.00%
Expected life (in years)	3 months	7 months 10 days

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Derivative Liabilities (Details 1)	9 Months Ended
	Dec. 31, 2016 USD ($)
Derivative Liabilities [Abstract]
Beginning Balance	$ 816,216
Mark-to-market adjustment	(196,091)
Ending Balance	$ 620,125

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Derivative Liabilities (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016
Derivative Liabilities (Textual)
Fair value adjustment of derivative liabilities	$ (137,217)	$ (160,411)	$ 196,091	$ (1,218,229)
Derivative liability	$ 620,125		$ 620,125		$ 816,216

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Note Payable (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2016	Mar. 31, 2016
Note Payable [Abstract]
Opening balance	$ 4,786,493	$ 4,479,852
Accretion of unamortized discount	141,416	306,641
Ending balance	4,927,909	4,786,493
Less: current portion	(4,927,909)	(3,967,000)
Long-term portion		$ 819,493

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Note Payable (Details 1)	Dec. 31, 2016 USD ($)
Note Payable [Abstract]
Due on demand	$ 4,000,000
June 12, 2017	1,000,000
Total	$ 5,000,000

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Note Payable (Details Textual) - USD ($)			1 Months Ended	9 Months Ended
	Jun. 12, 2013	Jun. 14, 2012	Aug. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Jun. 12, 2012
Note Payable (Textual)
Note repayment installment amount	$ 1,000,000
Discounted at a market rate	18.00%
Imputed interest				$ 675,000	$ 675,000
Imputed interest rate				18.00%
Number of shares issued to company			100,000
Net present value of promissory note						$ 3,127,171
PGG [Member]
Note Payable (Textual)
Rate of shares issued and outstanding		100.00%
Number of shares issued to company		5,000,000
Promissory notes issued to company		$ 5,000,000

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Related Party Transactions (Details) - USD ($)		9 Months Ended
	Jul. 20, 2015	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2016	May 04, 2015
Related Party Transactions (Textual)
Accounts payable and accrued liabilities					$ 18,888
Director [Member]
Related Party Transactions (Textual)
Amount owed to subsidiaries		$ 11,257
Consulting fees		186,080	$ 7,563
Director 1 [Member]
Related Party Transactions (Textual)
Amount owed to subsidiaries		159,857		124,264
Consulting fees			75,632
Accounts payable and accrued liabilities		9,870
Shareholder [Member]
Related Party Transactions (Textual)
Amount owed to subsidiaries		37,195		38,506
Consulting fees		180,000	$ 180,000
Shareholder 1 [Member]
Related Party Transactions (Textual)
Amount owed to subsidiaries		24,987		984
Shareholder 2 [Member]
Related Party Transactions (Textual)
Amount owed to subsidiaries		3,989,741		4,862,555
Debt outstanding for conversion	$ 1,000,000
Debt conversion period	12 month period between July 20, 2016 and July 20, 2017.
Debt conversion price per share	$ 0.70
Shareholder 3 [Member]
Related Party Transactions (Textual)
Amount owed to subsidiaries				38,430
Unsecured debt				$ 20,765
Interest rate description		Bears interest at the US Bank Prime Rate plus 4%, and is due on demand.

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Common Stock (Details) - USD ($)									1 Months Ended				9 Months Ended
	Dec. 23, 2016	Dec. 22, 2016	Dec. 21, 2016	Oct. 27, 2016	Sep. 12, 2016	Jul. 14, 2016	Jul. 12, 2016	May 04, 2015	May 24, 2016	May 21, 2016	May 19, 2016	Apr. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Common Stock (Textual)
Common stock shares issued								1,058,317
Price per shares issued													$ 1.50
Proceeds from issuance of common stock													$ 3,430,500	$ 1,125,000
Non-brokered private placement [Member]
Common Stock (Textual)
Common stock shares issued	1,000,000	265,296	11,765	85,714	33,333	50,000	98,000		161,667	97,334		246,667	1,000,000
Price per shares issued	$ 1.50	$ 1.70	$ 1.70	$ 1.75	$ 1.50	$ 1.50	$ 1.50		$ 1.50	$ 1.50		$ 1.50	$ 1.50
Proceeds from issuance of common stock	$ 1,500,000	$ 451,003	$ 20,000	$ 150,000	$ 50,000	$ 75,000	$ 147,000		$ 242,500	$ 146,000		$ 370,000	$ 1,000,000
Stock issuances, net		$ 301,003											$ 400,000
Purchase warrant exercisable, Description													Each unit consists of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year, and one share purchase warrant exercisable at $1.50 per share for a term of two years. Refer to Notes 15(g) and (i).
Non-brokered private placement [Member] | Director [Member]
Common Stock (Textual)
Common stock shares issued											150,000
Price per shares issued											$ 1.00
Proceeds from issuance of common stock											$ 150,000

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Share Purchase Warrants (Details)	9 Months Ended
	Dec. 31, 2016 $ / shares shares
Share Purchase Warrants [Abstract]
Number of warrants, Balance | shares	934,963
Weighted average exercise price, Balance | $ / shares	$ 0.001
Number of warrants, Balance | shares	2,268,297
Number of warrants, Issued | shares	1,333,334
Weighted average exercise price, Issued | $ / shares	$ 1.50
Weighted average exercise price, Balance | $ / shares	$ 0.88

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Share Purchase Warrants (Details 1)	9 Months Ended
	Dec. 31, 2016 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of warrants outstanding	2,268,297
Exercise Price One 0.001
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of warrants outstanding	934,963
Exercise price | $ / shares	$ 0.001
Expiry date	Jan. 08, 2018
Exercise Price Two 1.50
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of warrants outstanding	666,667
Exercise price | $ / shares	$ 1.50
Expiry date	Dec. 23, 2017
Exercise Price Three 1.50
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of warrants outstanding	666,667
Exercise price | $ / shares	$ 1.50
Expiry date	Dec. 23, 2018

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Stock Options (Details) - USD ($)	9 Months Ended
	Dec. 31, 2016	Mar. 31, 2016
Stock Options [Abstract]
Number of options, Begining balance	1,529,167
Number of options, Expired	(1,166,667)
Number of options, Ending balance	362,500
Weighted average exercise price, Begining balance	$ 1.15
Weighted average exercise price, Expired	1.50
Weighted average exercise price, Ending balance	$ 0.01
Weighted average remaining contractual life (years), Beginning balance	8 months 12 days
Weighted average remaining contractual life (years), Ending balance	1 year 6 months
Aggregate intrinsic value	$ 866,375	$ 2,833,876

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Stock Options (Details 1) - Range of exercise prices 0.01 [Member]	9 Months Ended
	Dec. 31, 2016 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding and exercisable, Number of shares | shares	362,500
Outstanding and exercisable, Weighted average remaining contractual life (years)	1 year 6 months
Outstanding and exercisable, Weighted average exercise price | $ / shares	$ 0.01

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Segmented Information (Details) - USD ($)	Dec. 31, 2016	Mar. 31, 2016
Segment Reporting Information [Line Items]
Property and equipment	$ 845,112
Intangible assets	11,709,696	$ 12,366,555
Total non-current assets	12,554,808
United States
Segment Reporting Information [Line Items]
Property and equipment	27,583
Intangible assets	11,709,696
Total non-current assets	11,737,279
China
Segment Reporting Information [Line Items]
Property and equipment	817,529
Intangible assets
Total non-current assets	$ 817,529

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Commitments (Details)	Dec. 31, 2016 USD ($)
Commitments [Abstract]
2017	$ 14,148
2018	58,431
2019	61,229
2020	39,339
Total	$ 173,147

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Commitments (Details Textual)

1 Months Ended

3 Months Ended

9 Months Ended

Sep. 01, 2016

USD ($)

Sep. 01, 2016

AUD

May 15, 2013

USD ($)

May 01, 2010

USD ($)

shares

Nov. 19, 2016

USD ($)

Oct. 20, 2016

USD ($)

Sep. 22, 2016

USD ($)

Sep. 22, 2016

CNY (¥)

Aug. 31, 2016

USD ($)

shares

Aug. 31, 2016

AUD

shares

Nov. 17, 2015

Dec. 31, 2016

USD ($)

Dec. 31, 2015

USD ($)

Dec. 31, 2016

USD ($)

Dec. 31, 2015

USD ($)

Dec. 05, 2016

USD ($)

Oct. 20, 2016

CNY (¥)

Commitments (Textual)

Term of agreement

24 months

24 months

Percentage of sales commission

3.00%

3.00%

Percentage of finance commission

5.00%

5.00%

Company will grant options to purchase common shares | shares

100,000

100,000

Payable amount required to issue in shares of common stock in the event of PGEP securing sufficient financing

$ 2,500,000

Supply commitment, Description

10% of net revenue received by the Company in the 12 months period following the signing of the joint venture agreement and 5% of net revenue received by the Company in the 12 months following the initial 12 month period

10% of net revenue received by the Company in the 12 months period following the signing of the joint venture agreement and 5% of net revenue received by the Company in the 12 months following the initial 12 month period

Travel and entertainment expenses

$ 3,615

AUD 5,000

$ 56,537

$ 36,504

$ 110,139

$ 75,312

Payments to acquire joint venture

$ 72,300

AUD 100,000

Payments of acquire joint venture discount

20.00%

20.00%

Maximum investors amount

$ 25,000,000

Cash bonus of professional cheif engineer

$ 20,000

Professional consultant

$ 31,500

$ 10,000

Product And Service [Member]

Commitments (Textual)

Purchase price of product and service agreement

$ 1,083,000

¥ 7,506,568

Products and services agreement description

 Pursuant to the agreement, 30% of the purchase price is payable upon execution of the agreement, 20% upon final inspection, 40% upon delivery, and 10% within 14 days following installation and commissioning.

Consulting Agreements [Member]

Commitments (Textual)

Supply commitment, Description

The parties have agreed to share the gross profits at an even split of 50% each

Sichel Limited [Member] | Consulting Agreements [Member]

Commitments (Textual)

Term of agreement

4 years

Stock consideration to PGG | shares

5,000

Consultancy fees

$ 20,000

Monthly consultancy fees payment description

Within fourteen days of each month-end.

Common stock issued for consulting agreement | shares

5,000

Percentage of sales commission

10.00%

Percentage of finance commission

10.00%

PGEP [Member] | Acquisition Agreement [Member]

Commitments (Textual)

Percentage of issued and outstanding common shares purchase by the Company

100.00%

Business acquisition agreement required to issue payable in shares of common stock

$ 3,000,000

Payable amount required to issue in shares of common stock in the event of PGEP securing sufficient financing

$ 33,000,000

PGTC [Member]

Commitments (Textual)

Research and development agreement

$ 160,198

¥ 1,050,000

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Subsequent Events (Details)										1 Months Ended
	Jan. 27, 2017 USD ($) $ / shares	Jan. 20, 2017 USD ($) $ / shares	Jan. 18, 2017 USD ($) $ / shares	Jan. 17, 2017 USD ($) $ / shares	Jan. 05, 2017 USD ($) $ / shares	Jan. 04, 2017 USD ($) $ / shares	Jan. 03, 2017 USD ($) $ / shares	Jan. 01, 2017 USD ($)	Jan. 01, 2017 CNY (¥)	Sep. 22, 2016 USD ($)	Sep. 22, 2016 CNY (¥)	Dec. 31, 2016 $ / shares
Subsequent Events (Textual)
Price per shares issued												$ 1.50
PGTC [Member]
Subsequent Events (Textual)
Research and development agreement										$ 160,198	¥ 1,050,000
Subsequent event [Member] | PGTC [Member]
Subsequent Events (Textual)
Research and development agreement								$ 160,198	¥ 1,050,000
Selling and marketing agreement								$ 160,198	¥ 1,050,000
Subsequent event [Member] | Non-brokered private placement [Member]
Subsequent Events (Textual)
Price per shares issued	$ 1.50	$ 1.70	$ 1.50	$ 1.70	$ 1.70	$ 1.70	$ 1.70
Proceeds from common stock subscription | $	$ 200,000	$ 25,000	$ 200,000	$ 25,000	$ 51,000	$ 100,001	$ 120,002
Purchase warrant exercisable, Description	Each unit consisted of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year and one share purchase warrant exercisable at $1.50 per share for a term of two years.		Each unit consisted of one share of common stock, one share purchase warrant exercisable at $1.50 per share for a term of one year and one share purchase warrant exercisable at $1.50 per share for a term of two years.