Loans Payable

9 Months Ended

Dec. 31, 2023

Loans Payable [Abstract]

Loans Payable

13. Loans Payable

On December 15, 2022, the Company signed a Loan Agreement with Sheaf Storage Limited, for a total of $9,261,789 (£7,500,000) for the acquisition of Sheaf Energy Ltd. The loan was secured on a share pledge over the entire share capital of Sheaf Energy Limited. The loan had a repayment date of September 15, 2023, with a fixed repayment fee of 20%. The lender was entitled to 8% of the net equity proceeds received by the Company from the sale of Sheaf Energy Ltd.

On September 14, 2023, the Company signed an addendum to the Loan Agreement, extending the term of the loan to be repayable on November 15, 2023, with revised repayment fee of 25% due and payable on repayment. Upon the sale of Pacific Green Sheaf Energy Ltd, the lender was entitled to 18% of the net equity proceeds received by the Company. The loan was repaid November 02, 2023 as part of the consideration for sale of Pacific Green Battery Energy Parks 2 Limited (“PGBEP2”) and its 100% subsidiary, Sheaf Energy Limited, to Sosteneo Fund 1 HoldCo S.à.r.l. (“Sosteneo”). 

On September 20, 2023, the Company entered into a number of separate loan agreements, six under English law and one under US Law with seven independent third party lenders for a total of £1,050,000 and $2,500,000 (total equivalent $3,782,000), to provide additional short-term working capital to the Company in funding BESS projects. The loans have identical terms.

Each loan is split into two equal tranches and in the absence of a prior liquidity event, is repayable on March 20, 2024, or has a longstop date of June 20, 2024. Tranche 1 liquidity event occurs when the Company receives net funds in excess of £4 million from the disposal of Sheaf Project, and results in a repayment of Tranche 1 principal plus a repayment fee of 20%. Tranche 2 liquidity event occurs when the Company receives deferred consideration due on reaching commercial operation under the REP sale and purchase agreement, and results in a repayment of Tranche 2 principal plus a repayment fee of 25% of Tranche 2. The loans do not bear other interest apart from the “Repayment Fee”. Tranche 1 was repaid on November 09, 2023. Tranche 2 remained outstanding at December 31, 2023, but was repaid on January 03, 2024.

On November 02, 2023, the Company reached financial close on a £120 million (US$146 million) senior debt facility provided to Sheaf Energy Ltd by National Westminster Bank plc (“NatWest”) and UK Infrastructure Bank Limited (“UKIB”), contributing £60 million ($73 million) each. The facility will be used to fund the development and construction of Sheaf Energy Park, following which repayment will occur on a 10-year amortization profile upon the start of commercial operations. Drawdowns on the loan prior to sale of Sheaf Energy Ltd on December 22, 2023, amounted to £1.7 million. Interest is charged at the Bank of England base rate plus a margin of 3.0%. The loan balance was sold to Sosteneo on December 22, 2023 as part of the sale of Sheaf Energy Ltd as outlined in note 9.

On November 02, 2023, PGBEP2 entered into a £70 million ($85 million) capital expenditure loan facility with Sosteneo, which together with the senior debt facility, will fund the development and construction of Sheaf Energy Park. Interest rate on the loan facility is 10% per annum. Drawdowns on the loan prior to sale of PGBEP2 on December 22, 2023 totaled £36.0 million. The loan balance was sold to Sosteneo on December 22, 2023 as part of the sale of Sheaf Energy Ltd as outlined in note 9.

	December 31, 2023 $		March 31, 2023 $
Loans payable		2,403,812		1,667,484
Long term loans payable		–		791,662
Balance, end of period		2,403,812		2,459,146