Acquisitions

9 Months Ended

Dec. 31, 2023

Acquisitions [Abstract]

Acquisitions

8. Acquisitions

(a) Acquisition of Sheaf Energy Ltd

On December 6, 2022, the Company acquired all the issued and outstanding stock of Sheaf Energy Ltd., a United Kingdom company in the business of battery energy storage systems. The purchase consideration included cash payments of a deposit of $415,855 (£373,500) made on July 26, 2021 and $8,710,145 (£7,126,500) made on December 15, 2022.

Total purchase consideration was therefore $9,126,000 (£7,500,000). The value attributed to the identifiable assets acquired and liabilities assumed are net working capital of $0, and project under development of $9,126,000 (£7,500,000).

(b) Acquisition of BESS Italian Project Companies

On September 27 2023, the Company through its indirectly wholly owned subsidiary, Pacific Green Energy Parks (Italia) S.r.l. (“EPI”) purchased 51% of the capital in Sphera Australe S.r.l., Sphera Levante S.r.l., Sphera Ponente S.r.l., and Sphera Boreale S.r.l. (the “Italy Project Companies”) from Sphera Energy S.r.l. (“Sphera”). Sphera established the Italy Project Companies for the development of five BESS projects in Italy.

The Company paid Sphera €1.0 million ($1.06 million) on the closing date for a 51% interest in the Italy Project Companies. The Company also made a partial advance of €2.0 million ($2.01 million) against its purchase of the remaining 49% of the capital of the Italy Project Companies on the closing date and a further €0.3 million ($0.35 million) to pay off the liabilities held in the Italy Project Companies to its shareholders.

The total consideration recognized of €3.36 million ($3.42 million) is attributed between net working capital of $nil, projects under development representing the rights acquired of $2.42 million and investment advance treated as a non-current asset of $2.01 million. A noncontrolling interest of $1.01 million has been recorded in relation to the 49% not held by the Company. Since acquisition, a further €0.4 million ($0.44 million) has been invested into the projects as an advance.

Under the terms of the purchase agreement, the Company agreed to advance Sphera a further €2.0 million upon the filing of the application for a license from the Ministry for the Environment and Energy Security (“MASE”).

The Company has also agreed to acquire the remaining 49% capital in each of the Italy Project Companies upon achievement of ready to build status. The purchase price for the remaining capital in each Project Company will be equal to the difference between €55,500 per MW installable and authorized under the license and €200,000 less €2,000 per MW installable.

The Company has also signed development service agreements for the Italian Project Companies with Sphera.