AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Polaris Renewable Energy Inc.

Quarterly Report Oct 31, 2025

10191_rns_2025-10-31_27eea376-08f5-4104-a43f-7a0b17fd41e4.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

Condensed Consolidated Interim Financial Statements for the periods ended September 30, 2025 and 2024

(Unaudited)

Consolidated Balance Sheets2
Consolidated Statements of Operations and Comprehensive Earnings3
Consolidated Statements of Changes in Shareholders' Equity4
Consolidated Statements of Cash Flows5
Notes to the Condensed Consolidated Financial Statements6-24

Consolidated Balance Sheets

(expressed in thousands of United States dollars; unaudited)

Note Ref As at September 30, 2025 As at December 31, 2024
Assets
Current assets
Cash and cash equivalents \$
94,555 \$
213,306
Accounts receivable 9 12,099 11,279
Prepaid expenses and other current assets 5,291 3,978
111,945 228,563
Non-current assets
Restricted cash 4,576 4,576
Other assets, net 5,863 5,092
Property, plant and equipment, net 10 357,247 352,677
Intangible assets, net 48,856 50,842
Construction in progress 5,146 5,001
Goodwill, net 9,311 8,555
Deferred tax assets 8,062 6,799
Total assets \$
551,006 \$
662,105
Liabilities and Total Equity
Current liabilities
Accounts payable and accrued liabilities \$
22,982 \$
17,140
Current portion of long-term debt, net 11 3,971 16,267
Current portion of lease liabilities 390 428
Deferred consideration liability 4 4,948 -
32,291 \$ 33,835
Non-current liabilities
Long-term debt, net 11 214,042 312,082
Lease liabilities 2,012 2,148
Decommissioning liabilities 4 1,729 -
Tax-Equity Liabilities 4,11 4,510 -
Deferred tax liability 55,349 54,514
Total liabilities 309,933 \$ 402,579
Non-controlling interests (104) (221)
Equity attributable to the owners of the Company
Share capital 12 665,905 666,380
Contributed surplus 14,030 14,092
Accumulated deficit (438,758) (420,725)
Total equity attributable to the owners of the Company 241,177 259,747
Total equity 241,073 \$ 259,526
Total liabilities and total equity \$
551,006 \$
662,105

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Approved by the Board of Directors

(signed) Marc Murnaghan (signed) Jaime Guillen Chief Executive Officer Director

Consolidated Statements of Operations and Comprehensive Earnings

(expressed in thousands of United States dollars, except for shares and per share amounts; unaudited)

Note Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
Ref 2025 2024 2025 2024
Revenue
Power revenue 6 \$
19,035 \$
17,658 \$ 60,937 \$ 56,992
Carbon emission reduction credits revenue 2 - 29 -
Direct costs
Direct costs 7(a) (4,176) (3,403) (11,756) (10,142)
Depreciation and amortization of plant assets 7(a) (7,534) (7,355) (22,426) (21,958)
General and administrative expenses 7(b) (2,146) (1,908) (5,953) (5,572)
Other operating costs (40) (266) (213) (269)
Operating income 5,141 4,726 20,618 19,051
Interest income 956 745 2,751 1,702
Tax-equity income 3 949 - 2,000 -
Finance costs 8 (5,804) (5,122) (27,513) (15,542)
Other (losses) gains (185) 131 (256) 280
Earnings/(loss) and comprehensive earnings/(loss) before income taxes 1,057 480 (2,400) 5,491
Current and deferred income tax recovery (expense) (1,371) (20) (6,050) 435
Total earnings/(loss) and comprehensive earnings/(loss) \$
(314) \$
460 \$ (8,450) \$ 5,926
Total earnings/(loss) and comprehensive earnings/(loss) attributable to:
Owners of the Company \$
(328) \$
451 \$ (8,566) \$ 5,782
Non-controlling interests \$
\$
14
9 116 \$
\$
144
Basic earnings per share 13 \$
(0.02) \$
0.02 \$ (0.41) \$ 0.27
Diluted earnings per share 13 \$
(0.02) \$
0.02 \$ (0.41) \$ 0.27

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Consolidated Statements of Changes in Shareholders' Equity

(expressed in thousands of United States dollars, except for share information; unaudited)

Common Stock Share Contributed Accumulated Total Attributable
to the Owners
Non-Controlling
Note Ref Shares Capital Surplus Deficit of the Company Interest (Note 21) Total Equity
Balance at January 1, 2024 21,063,575 \$ 666,394 \$
14,020 \$
(411,072) \$ 269,342 \$ 590 \$ 269,932
Dividends paid - - - (9,484) (9,484) - (9,484)
Share-based compensation - - 177 - 177 - 177
Shares issued on vesting of RSUs 12 15,067 199 (181) - 18 - 18
Share buyback program (NCIB) (11,600) (106) 14 (92) (92)
Total earnings and comprehensive earnings - - 5,782 5,782 144 5,926
Balance at September 30, 2024 21,067,042 666,487 14,030 (414,774) 265,743 734 266,477
Dividends paid - - - (3,159) (3,159) - (3,159)
Shares issued on conversion exercise of shares (NCIB) 12 (12,000) (107) 62 - (45) - (45)
Total earnings/(loss) and comprehensive
earnings/(loss) - - - (2,792) (2,792) (955) (3,747)
Balance, December 31, 2024 21,055,042 666,380 14,092 (420,725) 259,747 (221) 259,526
Dividends paid - - - (9,466) (9,466) - (9,466)
Share-based compensation - - 158 - 158 - 158
Shares issued on vesting of RSUs 12 18,091 230 (230) - - - -
Share buyback program (NCIB) (81,100) (705) 10 - (695) - (695)
Total earnings/(loss) and comprehensive
earnings/(loss) - - - (8,566) (8,566) 117 (8,449)
Balance at September 30, 2025 20,992,033 665,905 14,030 (438,758) 241,177 (104) 241,073

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Consolidated Statements of Cash Flows

(expressed in thousands of United States dollars; unaudited)

Ref
September 30, 2025
September 30, 2024
Net inflow (outflow) of cash related to the following activities
Operating
Total (loss) earnings and comprehensive earnings attributable to owners of the Company
\$
(8,566) \$
5,782
Add/(Deduct) items not affecting cash:
Non-controlling interests in net earnings of subsidiary
117
144
Current and deferred income tax (recovery)
6,050
(435)
Finance costs/interest on debt recognized
14,149
16,168
Depreciation and amortization
7(a)(b)
22,650
22,126
Accretion on debt and other time-based charges
1,347
869
Accretion recorded as financing cost -extinguishment of debt
11
-
4,219
Share-based compensation
289
154
Unrealized foreign exchange loss (gain)
38
41
Tax-equity income
-
(2,000)
Changes in non-cash working capital:
Accounts receivable
9
968
(1,050)
Prepaid expenses and other assets
(946)
(797)
Accounts payable and accrued liabilities
(1,318)
(1,154)
Interest paid
11
(10,902)
(12,100)
Unearned revenue
(1,837)
581
Change in other assets
232
398
Net cash flow from operating activities
29,242
25,975
Investing
Change in restricted cash
-
54
Additions to construction in progress
(136)
(2,771)
Additions to property, plant and equipment
(486)
(275)
Business acquisition, net
4
(14,665)
-
Net cash flow to investing activities
(15,076)
(3,203)
Financing
Payments for extinguishment of debt
11
(5,436)
-
Dividends paid
(9,466)
(9,484)
Repayment of debt
11
(116,919)
(11,164)
Shares repurchase costs
(705)
-
Payments of the outstanding lease liability
(392)
(390)
(21,038)
Net cash flow to financing activities
(132,917)
Net (decrease) increase in cash
1,734
(118,751)
Cash, beginning of the year
213,306
40,053
Cash, end of the period
\$
94,555 \$
41,787
Note Nine Months Ended

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

1. Organization

The Company was incorporated under the British Columbia Business Corporations Act but completed the endorsement process to continue as an Ontario Corporation on July 5, 2022. The registered office of the Company is located at 7 St. Thomas Street, Suite 606, Toronto, Ontario M5S 2B7.

Polaris Renewable Energy Inc. is engaged in the acquisition, exploration, development, and operation of renewable energy projects in Latin America and the Caribbean.

The Company, through its subsidiaries Polaris Energy Nicaragua, S.A. ("PENSA") and San Jacinto Power International Corporation ("SJPIC"), owns and operates a 82-megawatt ("MW") capacity geothermal facility (the "San Jacinto Project"), located in northwest Nicaragua, near the city of Leon. PENSA entered into the San Jacinto Exploitation Agreement with the Nicaraguan Ministry of Energy and Mines to develop and operate the San Jacinto Project.

Through its subsidiary Empresa de Generación Eléctrica Canchayllo SAC ("EGECSAC"), the Company owns and operates a run-of-river hydroelectric project with a rated capacity of approximately 5 MW located in the Canchayllo district of Peru. Also in Peru, through its subsidiary Generación Andina SAC ("GASAC"), the Company owns and operates two run-of-river hydroelectric projects, with capacity of approximately 8 MW and 20 MW.

The Company, through its subsidiary Emerald Solar Energy SRL ("Emerald"), owns and operates a solar plant, Canoa 1, with 25 MW capacity, located in the Barahona Province, Dominican Republic.

The Company also owns 83.16% of the shares issued and outstanding of Hidroelectrica San Jose de Minas ("HSJM"), a subsidiary that operates a hydroelectric plant with 6 MW capacity, located along the Cubi river in San Jose de Minas, Ecuador.

Through its subsidiary Polaris Renewable Energy S.A, the Company constructed, owns and operates two solar projects located in Vista Hermosa, in the Coclé Province in Panama. The solar projects, named Vista Hermosa Solar Park I and II, have a capacity of approximately 10 MW and began operations in April 2023.

On March 3, 2025, the Company closed on the Equity Capital Contribution Agreement and LLC Agreement with respect to Punta Lima Wind Farm LLC. The operating onshore wind farm with a nameplate capacity of 26 MW is located in the Municipality of Naguabo, Puerto Rico. The transaction was accounted for as a business combination, and it is described in Note 4 below.

2. Basis of preparation and presentation

These condensed consolidated interim financial statements have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting. Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with IFRS Accounting Standards, have been omitted or condensed. Accordingly, the interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024.

The accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with those applied and disclosed in the Company's consolidated financial statements for the year ended December 31, 2024. In particular, the Company's material accounting policies were presented in Note 3: Material Accounting Policies to the consolidated financial statements for the year ended December 31, 2024.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

New accounting standards and interpretations have been issued and are effective for annual periods beginning after the current year. The following standard has been issued and is currently being evaluated to determine its potential impact on the Company's consolidated financial statements:

  • IFRS 18 Presentation and Disclosure in Financial Statements, with mandatory application of the standard starting in reporting periods commencing on or after January 1, 2027.

In addition, Amendments to the Classification and Measurement of Financial Instruments (IFRS 9 and IFRS 7), effective for annual reporting periods beginning on or after January 1, 2026 have been assessed and are not expected to have a material impact on the Company's current or future consolidated financial statements.

In preparing these condensed consolidated interim financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, revenue and expenses. Actual results may differ from these estimates. The critical judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were those applied and disclosed in Note 4: Critical Judgments and Estimation Uncertainties to the Company's consolidated financial statements for the year ended December 31, 2024. In addition to significant judgment in connection with the acquisition completed during the first quarter of the year where management was required to make estimates in determining the purchase price allocation. The purchase price allocation involves estimates of the fair value of identifiable assets acquired and liabilities assumed, including property, plant and equipment, intangible assets, taxequity liability and provisions. These estimates are based on information available as of the acquisition date and are subject to change as additional information becomes available. In accordance with IFRS 3, the Company has a measurement period of up to 12 months from the acquisition date to finalize these estimates. Adjustments to the provisional amounts recognized may be made during this period as new information is obtained about facts and circumstances that existed as of the acquisition date. Sources of estimation uncertainty include estimates to determine the recoverable amount of property, plant and equipment, construction in progress, the valuation of other assets and liabilities, and the determination of the accounting method for a business combinations.

In these condensed consolidated interim financial statements, unless otherwise indicated, all dollar amounts are expressed in United States ("US") dollars, the Company's and its subsidiaries functional and reporting currency.

These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors of the Company (the "Board") on October 29, 2025.

3. Material Accounting Policies

Business combinations or asset acquisitions

When an entity is acquired, management is required to exercise its judgment to determine whether the transaction constitutes a business combination under IFRS 3, Business Combinations, or an asset acquisition. Management determines that a transaction is defined as a business combination by analyzing the inputs, processes and outputs existing at the moment of closing the transaction.

Business combinations are accounted for using the acquisition method. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the fair values of assets transferred, liabilities assumed, and the equity instruments issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

When the Company acquires less than 100% of a controlled subsidiary, the Company elects on a transaction-by-transaction basis, whether to measure non-controlling interest at its fair value or at its proportionate share of the recognized amount of the identifiable net assets, at the acquisition date.

When an Asset Retirement Obligation (ARO) or a decommissioning liability is acquired in a business combination, at the acquisition date, they are recognized at fair value in accordance with IFRS 3, and the related right-of-use (ROU) assets are recognized. Subsequent to initial recognition, ARO is re-measured in accordance with IAS 37, and any changes to the liability are reflected as adjustments to the carrying amount of the related ROU asset. The adjusted ROU asset is depreciated prospectively over the remaining term.

In the case of tax equity financing arrangements where the Company contributes capital in exchange for substantial economic returns in form of cash flows generated by the project, while obtaining operational control, the company also assesses the arrangement in accordance with IFRS 10 – Consolidated Financial Statements to determine whether it exercises control over the project entity, based on its power to direct the relevant activities and its exposure to variable returns. In this case, the Group consolidates the project entity and accounts for the tax equity investor's interest as a liability in the consolidated financial statements. The Company's share of the profits and losses of the project are allocated in accordance with the contractual terms of the partnership agreement, which may differ from the legal ownership percentages.

The Company classifies its tax equity liability arising from the tax equity structure, as a financial instrument measured at amortized cost. Gain or loss on the tax equity liability (through the partial settlement by delivering non-cash attributes or to a lesser extent through cash distributions) is recognized, net of interest accreted, in the consolidated statements of income (loss).

Acquisition costs are expensed to earnings as incurred. The Company recognizes identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have previously been recognized in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

Goodwill is determined after separate recognition of identifiable assets acquired. It is calculated as the excess of the sum of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any existing equity interest in the acquiree over the acquisition-date fair value of identifiable net assets. If the fair values of identifiable net assets exceeds the sum mentioned above, the excess amount (gain on a bargain purchase) is recognized through earnings immediately.

If the business combination is achieved in stages, the acquisition-date carrying amount of the acquirer's previously held interest in the acquiree is re-measured at its acquisition-date fair value with any resulting gain or loss recognized in net earnings (loss).

4. Acquisition of Punta Lima Wind Farm LLC

On March 3, 2025, the Company closed on the Equity Capital Contribution Agreement ("ECCA") and Limited Liability Company Agreement ("LLCA") with respect to Punta Lima Wind Farm LLC ( "PLWF", an indirect subsidiary wholly owned by Santander Bank N.A. "Santander"). PLWF is an operating onshore wind farm with a nameplate capacity of 26.0 MW's located in the Municipality of Naguabo, Puerto Rico. PLWF was reconstructed and recommissioned by Santander and has a 20-year power purchase agreement ("PPA") in place with Puerto Rico Electric Power Authority (PREPA) terminating in March 2044.

Puerto Rico does not operate a spot market for energy. All wind energy producers, including PLWF, sell their output under Power Purchase Agreements with the Puerto Rico Electric Power Authority (PREPA), the sole off-taker on the island through Luma, the entity responsible for transmission and distribution of electricity on the island. Given the limited supply of renewable energy and the regulatory emphasis on

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

clean energy procurement, it is reasonable to expect that a project like PLWF would be able to secure a similar PPA under comparable terms if required. As such, the existing PPA does not confer a distinct economic advantage, and therefore no significant intangible value has been attributed to it in the purchase price allocation.

The transaction has been completed using a tax-equity structure which results in the Company becoming the manager and operator of the Project with a controlling equity interest and Santander retaining a tax equity interest in the Project. Tax equity structures in the U.S. are designed to allocate renewable tax incentives such as investment tax credits ("ITCs") and accelerated tax depreciation to tax equity partners. The structure grants them also the majority of the Project's U.S. taxable earnings along with a small portion of cash flows, while Polaris will receive most of the cash flows and a minimal part of the earnings until a contractually determined point at which the allocations are adjusted (the "Flip Date"). The Company anticipates the Flip Date will happen in 2029. Subsequent to the Flip Date the majority of the Project's taxable earnings and cash flows are allocated to Polaris.

The total equity contribution of \$20 million from Polaris had the following payment schedule: \$15 million on March 3, 2025, the Closing Date, and \$5 million on December 3, 2025, recorded as deferred consideration payable with fair market value (FMV) of \$4,780.5 using a 6.2% discount rate on acquisition date on the balance sheet (FMV YTD \$4,948).

The acquisition has been accounted for as a business combination in accordance with IFRS 3 - Business Combinations, using the acquisition method whereby the assets acquired and liabilities assumed are recorded at fair value. The allocation of the purchase price was established based on fair values of assets acquired and liabilities assumed as at acquisition date, summarized as follows:

Fair Value allocation as
at March 3, 2025
Consideration \$
19,780
Identifiable assets acquired:
Cash 335
Receivables and other assets 1,788
Prepaids 185
Property, plant and equipment 24,551
Right of use asset 560
Total assets acquired \$
27,419
Less liabilities assumed:
Accounts payable and accrued liabilities (551)
Decommissioning Liability (560)
Deferred tax liability (756)
Total liabilities assumed \$
(1,867)
Tax Equity Liability (Class A + C Units) (6,528)
Net assets acquired \$
19,024
Goodwill \$
756

The trade and other receivables acquired as part of the acquisition with a fair value of \$1,788 have been collected.

Punta Lima Wind Farm has in place three long-term land leases under one consolidated arrangement. However, because the lease payments under this arrangement are variable in nature, based on land use and revenue generated, the arrangement does not meet the recognition criteria under IFRS 16 Leases. As such, payments will be expensed in the statement of operations and comprehensive earnings in the period the related activity occurs.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

In addition, the lease agreement includes a decommissioning obligation requiring the removal of certain wind turbines at the end of the lease term. Its discounted value was calculated using a risk free rate of 3.8%. As at the reporting date, the liability is recognized at \$1.7 million on the statement of financial position, while its fair market value is estimated at \$1.4 million.

The Company recognized a tax equity liability representing the present value of estimated future cash distributions and tax benefits to be provided to the tax equity partners under the terms of the ECCA and the LLCA. This liability reflects the expected allocation of returns to the investor based on the projected performance of the project and applicable tax attributes until the Flip Date. At that time, the tax equity financing will be classified as a non-controlling interest. At all times, both before and after the projects' flip point, the Polaris retains control over PLWF.

Transaction costs related to due diligence fees, legal costs and other professional fees of \$370 were incurred in relation to the acquisition and were expensed as Other Operating Costs in the Consolidated Statements of Operations and Comprehensive Earnings throughout H2 2024 and Q1 2025.

Upon final determination of fair values as at the acquisition date, the Company expects that some balance sheet items such as Property, plant and equipment, Assumed liabilities and Deferred tax liability would change and therefore may result in changes to the Goodwill amount preliminarily recognized as of March 31, 2025. Furthermore, the final recognition of the business combination could differ from amounts presented and could also result in favourable or unfavourable impacts, among others, on the currently recorded amortization and income tax expenses. These changes would be recorded retrospectively as at the acquisition date.

5. Segment Information

The Company currently operates in six reportable operating segments:

  • Nicaragua Acquisition, exploration, development and operation of a geothermal project;
  • Peru Acquisition, development and operation of hydroelectric projects;
  • Dominican Republic Acquisition, development and operation of solar projects;
  • Ecuador Acquisition, development and operation of hydroelectric projects;
  • Puerto Rico Acquisition, development and operation of onshore wind farm; and
  • Panama Acquisition, development and operation of solar projects.

The Company has designated its Chief Executive Officer as the chief operating decision maker, who evaluates the performance of the Company's reportable operating segments and makes recommendations to the Board to allocate available resources based on various criteria, including the availability of proven resources, costs of development, availability of financing, actual and expected financial performance, and existing debt covenants.

The reported segment earnings, including revenue and expenses, as well as assets and liabilities are presented below. Corporate represent expenses, assets and liabilities for Canada, not related to the Company's reportable operating segments.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

As at As at
September 30, December 31,
Assets and liabilities 2025 2024
Corporate \$ 87,421 \$ 200,265
Nicaragua 246,489 275,288
Peru 98,122 94,961
Dominican Republic 60,196 61,819
Puerto Rico 29,776 -
Ecuador 19,197 19,786
Panama 9,805 9,985
Total assets \$ 551,006 \$ 662,105
Corporate \$ 3,762 \$ 4,137
Nicaragua 235,208 252,442
Peru 88,693 89,396
Dominican Republic 56,624 58,197
Puerto Rico 26,260 -
Ecuador 18,215 18,797
Panama 10,299 10,572
Total non-current assets \$ 439,061 \$ 433,542
Corporate 172,718
\$ 185,494 \$
Nicaragua 55,110 137,359
Peru 26,925 48,562
Dominican Republic 37,941 39,049
Puerto Rico 3,208 -
Ecuador 978 4,465
Panama 278 425
Total liabilities \$ 309,933 \$ 402,579

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

Nicaragua Peru Dominican
Republic
Puerto Rico Ecuador Panama Corporate Total
For the Three Months Ended
September 30,
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Revenue
Power revenue \$ 12,368 \$ 13,407 \$ 1,936 \$ 1,216 \$ 2,168 \$ 2,162 \$ 1,633 \$ - \$ 631 \$ 511 \$ 299 \$ 362 \$
- \$
- \$ 19,035 \$ 17,658
Carbon credits - - - - - - - - - - - - 2 - 2 -
Direct costs
Direct costs (1,768) (1,857) (835) (895) (396) (403) (926) - (120) (121) (130) (125) (0) (2) (4,176) (3,403)
Depreciation and amortization of plant
assets (5,696) (5,757) (655) (692) (553) (600) (319) - (184) (183) (126) (124) (1) 1 (7,534) (7,355)
General and administrative expenses (275) (338) (145) (117) (61) (34) (167) - (65) (76) (28) (24) (1,405) (1,319) (2,146) (1,908)
Other operating costs - - - - - - - - - - - - (40) (266) (40) (266)
Operating income 4,629 5,455 301 (488) 1,158 1,125 221 - 262 131 15 89 (1,444) (1,586) 5,141 4,726
Interest income 8 241 7 7 24 43 - - - - - 1 917 453 956 745
Tax-equity income 949 - 949 -
Finance costs (1,714) (3,118) (525) (1,225) (621) (662) - - (101) (105) (1) (2) (2,842) (10) (5,804) (5,122)
Other (loses) gains - 68 - 168 57 (120) (157) - (93) (31) - - 8 46 (185) 131
Earnings (loss) and comprehensive
earnings (loss) before income taxes 2,923 2,646 (217) (1,538) 618 386 1,013 - 68 (5) 14 88 (3,361) (1,097) 1,057 480
Current and deferred income tax
recovery (expense) (1,209) (214) 377 350 (216) (187) - - - - 31 - - -
(323)
- (1,371) (20)
Total earnings (loss) and comprehensive
earnings (loss)
\$ 1,714 \$ 2,432 \$
160 \$
(1,188)
\$
402 \$ 199 \$ 1,013 \$ - \$ 68 \$ 26 \$
14 \$
88 \$ (3,684) \$ (1,097) \$
(314) \$
460

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

Nicaragua Peru Dominican
Republic
Puerto Rico Ecuador Panama Corporate Total
For the Nine Months Ended
September 30,
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Revenue
Power revenue \$ 37,423 \$ 39,207 \$ 8,813 \$ 7,764 \$ 6,382 \$ 5,986 \$ 4,820 \$ - \$ 2,558 \$ 2,188 \$ 941 \$ 1,847 - - \$ 60,937 \$ 56,992
Carbon emission reduction credits
revenue
29 - 29 \$ -
Direct costs
Direct costs (5,242) (5,578) (2,474) (2,748) (1,178) (1,078) (2,008) - (429) (335) (421) (401) (4) (2) (11,756) (10,142)
Depreciation and amortization of plant
assets (17,090) (17,232) (1,969) (2,073) (1,655) (1,740) (795) - (540) (546) (375) (368) (2) 1 (22,426) (21,958)
General and administrative expenses (817) (938) (375) (361) (208) (140) (335) - (235) (270) (91) (86) (3,892) (3,777) (5,953) (5,572)
Impairment loss - - - - - - - - - - - - - - -
Other operating costs - - - - - - (10) - - - - - (203) (269) (213) (269)
Operating income 14,274 15,459 3,995 2,582 3,341 3,028 1,672 - 1,354 1,037 54 992 (4,072) (4,047) 20,618 19,051
Interest income 88 718 9 29 66 72 - - 3 - 1 3 2,584 880 2,751 1,702
Tax-equity income (1) - - - - - - 2,000 - - - - - -
-
- 2,000 -
Finance costs (12,883) (9,563) (4,229) (3,619) (1,913) (1,986) - - (350) (328) (3) (4) (8,135) (42) (27,513) (15,542)
Other (losses) gains - 2 (1) 128 63 (155) (299) - (134) (34) - (2) 115 341 (256) 280
Earnings (loss) and comprehensive
earnings (loss) before income taxes 1,479 6,616 (226) (880) 1,557 959 3,373 - 873 675 52 989 (9,508) (2,868) (2,400) 5,491
Current and deferred income tax
recovery (expense) (5,729) (243) 1,132 1,243 (517) (565) - - -
-
- (3) - -
(933)
- (6,050) 435
Total earnings (loss) and
comprehensive earnings (loss)
\$ (4,250) \$ 6,373 \$
906 \$
363 \$ 1,040 \$ 394 \$ 3,373 \$ - \$
873 \$
675 \$
49 \$
989 \$ (10,441) \$ (2,868) \$ (8,450) \$ 5,926

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

6. Revenue

Revenue by project is summarized in the following table:

Three Months Ended Nine Months Ended
Project September 30,
2025
September 30,
2024
September 30,
2025
September 30,
2024
Canada
Carbon Credits \$
2
\$
-
\$
29 \$
-
Nicaragua (i)
San Jacinto (Geothermal) \$
12,368
\$
13,407
37,423 39,207
Peru (ii)
Generación Andina (Hydroelectric) 1,500 655 7,519 6,539
Canchayllo (Hydroelectric) 436 561 1,294 1,225
Dominican Republic (iii)
Canoa 1 (Solar) 2,168 2,162 6,382 5,986
Ecuador (iv)
San Jose de Minas (Hydroelectric) 631 511 2,558 2,188
Panama (v)
Vista Hermosa (Solar) 299 362 941 1,847
Puerto Rico (vi)
Punt Lima (Wind) 1,633 - 4,820 -
Total revenue \$
19,037 \$ - \$
17,658 \$
60,966 \$
56,992
  • (i) San Jacinto plant sells energy to two Nicaraguan power distributors Distribuidora De Electricidad del Norte, S.A. ("Disnorte") and Distribuidora De Electricidad del Sur, S.A. ("Dissur").
  • (ii) For Peru, under the terms of the PPAs, the Company bills at the spot rate for current energy generation. The difference between the spot rate and the PPA rate (plus an effective annual interest rate of 12%) is calculated annually each May for the previous 12 months and is paid evenly over the following 12 months.
  • (iii) In the Dominican Republic, the energy is sold to the power distributor Empresa Distribuidora de Electricidad del Sur ("EDESUR")
  • (iv) For Ecuador, under the terms of the PPA, the energy is delivered to the national grid and the Company bills to various clients as per regulator's monthly publication of payment settlement.
  • (v) In Panama, energy is sold at spot rate.
  • (vi) Punta Lima Wind Farm sells energy to Puerto Rico Electric Power Authority.

The Company has determined that it has one performance obligation which is the delivery of electricity to its customers. There is no revenue recognized from unfulfilled performance obligations. Note 9 to these condensed consolidated interim financial statements provides details on the Company's contract balances and terms related to this revenue.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

7. Direct Costs, General and Administrative and Other Expenses

(a) Direct costs related to the production of energy:

Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2025 2024 2025 2024
Direct costs other than amortization:
Employee costs 1,414 1,343 4,431 4,069
General liability insurance 909 809 2,892 2,311
Land, building and other Municipal and Federal
Taxes 659 539 1,816 1,672
Maintenance 1,007 544 2,041 1,522
Other direct costs 187 168 576 568
4,176 3,403 11,756 10,142
Depreciation and amortization \$ 7,534 \$ 7,355 \$ 22,426 \$ 21,958
Direct Costs \$ 11,710 \$ 10,758 \$ 34,182 \$ 32,100

(b) General and administrative expenses:

Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2025 2024 2025 2024
Salaries and benefits \$
999 \$
891 \$
2,790 \$
2,712
Share-based compensation 94 88 208 220
Facilities and support 351 226 928 847
Professional fees 548 500 1,698 1,259
Insurance 36 42 111 130
Depreciation of other assets 60 61 224 168
Other general and administrative expenses 58 100 (6) 236
\$
2,146 \$
1,908 \$
5,953 \$
5,572

8. Finance Costs

Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2025 2024 2025 2024
Interest on debt \$ 5,142 \$ 4,780 \$ 15,968 \$ 14,149
Accretion on debt and other liabilities-including debt
extinguishment
499 285 11,002 869
Banking fees and other finance costs 163 57 543 524
\$ 5,804 \$ 5,122 \$ 27,513 \$ 15,542

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

9. Accounts Receivable

September 30, 2025 December 31, 2024
Nicaragua (i)
San Jacinto (Geothermal) \$
9,170 \$
9,429
Peru (ii)
Generación Andina (Hydroelectric) 174 179
Canchayllo (Hydroelectric) 8 5
Dominican Republic (iii)
Canoa 1 (Solar) 1,416 1,161
Ecuador (iv)
San Jose de Minas (Hydroelectric) 419 383
Panama (v)
Vista Hermosa I (Solar) 110 61
Vista Hermosa II (Solar) 108 61
Puerto Rico (vi)
Punta Lima Wind Farm 694 -
\$
12,099 \$
11,279
  • (i) The balance is comprised of amounts due by Disnorte and Dissur, whith 45 days payment term from invoice date.
  • (ii) The average credit period granted to customers is 30 days from the invoice date.
  • (iii) The balance is due by EDESUR and has a credit period of 30 days from the issuance of the invoice.
  • (iv) The average credit period granted to customers is 40 days from invoice date.
  • (v) The balance has a credit period of 15 days from the issuance of the invoice
  • (vi) The balance is due by Puerto Rico Electric Power Authority, which have 47 days payment term from invoice date.

The Company assessed the risk of credit losses for its accounts receivable and concluded it is immaterial, therefore it has not recorded a loss allowance (Note 14 (b) Credit Risk).

10. Property, Plant and Equipment, net

The following is a summary of the activity related to the Company's PP&E:

December 31,
2024
2025
Acquisitions
2025
Activity
September 30,
2025
San Jacinto geothermal project \$
547,847
\$ (728) \$ 547,119
Generación Andina hydroelectric projects 64,913 25 64,938
Canchayllo hydroelectric project 10,418 15 10,433
Canoa 1 solar project 37,364 82 37,446
Vista Hermosa Solar Park, I and II 11,274 68 11,342
Punta Lima Wind Farm - 25,827 3 25,830
Accumulated depreciation (325,252) (1,275) (19,367) (345,894)
Capital spares 6,113 (80) 6,033
\$
352,677 \$
24,552 \$ (19,982) \$ 357,247

PP&E assets currently in operation are being depreciated on a straight-line basis over the remaining term of their estimated useful lives.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

11. Long-term debt, net

Green
Bond
San
Jacinto
Debt
Generación
Andina
Debt
APG Debt Canoa 1
Debt
HSJM
Debt
Long
term
debt, net
Tax
Equity
Laibility
Total
Loans and other borrowings –
December 31, 2024 \$ 169,021 \$ 84,305 \$ 19,044 \$ 22,295 \$ 30,218 \$ 3,466 \$ 328,349 \$ - \$ 328,349
Proceeds from financing \$
-
\$ - \$ 6,528 6,528
Accretion interest expense - - 1,205 - - - 1,205 - 1,205
Deferred transaction costs 2,774 - 1,445 - - 4,219 - 4,219
Accretion of deferred transaction
costs and debt discount 903 21 - 10 117 - 1,051 90 1,141
Non-cash settlement (2,000) (2,000)
Repayments of debt principal - (87,100) (1,040) (23,750) (1,455) (3,466) (116,811) (108) (116,919)
Loans and other borrowings –
September 30, 2025 \$ 169,924 \$ - \$ 19,209 \$ - \$ 28,880 \$ - \$ 218,013 \$ 4,510 \$ 222,523
Current \$ - \$ - \$ 2,102 \$ - \$ 1,869 \$ - \$ 3,971 \$ - \$ 3,971
Non-current 169,924 - 17,107 - 27,011 - 214,042 4,510 218,552
Unamortized debt discount 5,076 - 14,555 - 1,021 - 20,652 - 20,652
Principal balance \$ 175,000 \$ - \$ 33,764 \$ - \$ 29,901 \$ - \$ 238,665 \$ 4,510 \$ 243,175
Fair value as of
September 30,2025 (i) 177,415 17,708 28,097 45,805 45,805
9.5% No 7.00%
Annual Interest rate (fixed) interest (fixed)
Maturity dates 12/3/2029 6/15/2038 9/30/2037

(i) Fair value is calculated based on discounted future cash flow of debt service using average rate, published by the Central bank in each country the debt is held, for similar financial instruments.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

Nine Months Ended
September 30, 2025 September 30, 2024
San Jacinto Debt Facility
Interest paid & recorded as financing cost 434 8,848
Accretion recorded as financing cost 21 410
Accretion recorded as financing cost -extinguishment of debt 2,774 -
Generación Andina Debt
Interest paid & recorded as financing cost 1,205 1,232
APG Debt
Interest paid & recorded as financing cost 40 1,642
Accretion recorded as financing cost 10 334
Accretion recorded as financing cost -extinguishment of debt 1,445
Green Bond
Interest payable & recorded as financing cost 12,469 -
Accretion recorded as financing cost 903
Canoa Debt
Interest paid & recorded as financing cost 1,640 1,735
Accretion recorded as financing cost 117 125
SJM Debt
Interest paid & recorded as financing cost 35 312
PLW
Accretion tax equity & deferred consideration 296
Other -
Interest paid & recorded as financing cost 145 380
Total 21,534 15,017
Interest recorded as financing cost \$
15,968 \$
14,149
Accretion recorded as financing cost 1,347 869
Accretion recorded as financing cost -extinguishment of debt 4,219 -
Prepayment premium 5,436 -
Bank fees 543 524
Total 27,513 15,542

(i) Summary of early repayment of Credit Agreements

In January 2025 the Company settled four (4) of its outstanding debts. The early settlement was part of the terms and purpose of the \$175 million Green Bonds issued on December 3, 2024 and part of the Company's debt optimization strategy to reduce borrowing costs and better align debt re-payment to PPA terms.

The early settlements were executed through the repayment of the outstanding principal amounts, plus accrued interest and a prepayment penalty, in accordance with the debt agreements.

San Jacinto Credit
Agreement
APG Credit
Agreement
HSJM Credit
Agreement 1
HSJM Credit
Agreement 2
Total
Date of debt repayment in full 1/15/2025 1/08/2025 1/08/2025 1/08/2025
Outstanding principal amount 87,100 23,750 1,917 1,473 114,240
Accrued interest 869 46 5 30 950
Premium for extinguishment of debt 4,248 1,188 - - 5,436
Total paid \$
92,217 \$
24,984 \$ 1,922 \$ 1,503 \$ 120,626
Debt carrying amount 84,326 22,322 1,917 1,473 110,038

(ii) Summary of Senior Secured Bond Agreement

On December 3, 2024, the Company closed a private placement of USD 175 million senior secured green bonds. The Green Bonds have a tenor of five years and a fixed coupon rate of 9.5% percent per annum, with interest payable in semi-annual installments. The Green Bonds includes a tap feature, allowing the Company to access up to an additional \$50 million in funding for potential future uses.

Under the terms of the Green Bonds, the Company is required to comply with the following financial covenants at the end of each interim and annual reporting period:

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

  • Debt Service Coverage Ratio (>= 1.75:1)
  • Minimum liquidity >= \$15.0 million

As of September 30, 2025, the Company is in line with all the covenants related to this Credit Agreement and there is no indication that it may have difficulties complying with the covenants when they will be tested at the end of the next reporting period.

(iii) Summary of Generación Andina Credit Agreement

As at September 30, 2025, the Generación Andina ("GASAC") loans bear no interest. No interest will be charged during the life of the loan, except for default interest on any overdue amount. The termination date of the loan is June 15, 2038. The loan is payable in 36 semi-annual installments, ending June 15, 2038.

Under the terms of the agreement, which has a carrying amount of \$19,209 (2024-\$19,672) GASAC is required to comply with the following financial covenants at the end of each interim and annual reporting period:

• Debt Service Coverage Ratio (>1.1:1)

As of September 30, 2025, GASAC is in line with all the covenants related to this Credit Agreement and there is no indication that it may have difficulties complying with the covenants when they will be tested at the end of the next reporting period.

(iv) Summary of Canoa 1 Credit Agreement

The Canoa 1 loan has a term of 17 years, a 7% fixed interest rate, and requires quarterly payments of principal and interest.

Under the terms of the agreement, which has a carrying amount of \$28,880 (2024-\$30,442) Emerald is required to comply with the following financial covenants at the end of each interim and annual reporting period:

  • Debt Service Coverage Ratio (>1.20:1)
  • Financial Debt to Equity Ratio (< =85:15)

As of September 30, 2025, Emerald is compliant with all the covenants related to this Credit Agreement and there is no indication that it may have difficulties complying with the covenants when they will be tested at the end of the next reporting period.

On October 14, 2025, the Company announced that it had entered into a US\$3.5 million Working Capital Facility and a US\$10.0 million Letter of Credit Facility, both structured as revolving credit arrangements. As of the reporting date, no amounts had been drawn under these facilities, and therefore no related debt was outstanding.

12. Share Capital

Number of
Shares
Authorized,
Issued and
Fully Paid
Number of
Shares
Reserved for
Issue Under
LTIP
(RSU.DSU.PSU)
Number of
Shares
Reserved for
Issue Under
Stock Options
(Exercisable)
Balance at January 1, 2024 21,063,575 200,000 110,000
Shares issued in connection with RSUs vested 15,067 (15,067)
Stock options vested - - 57,943
Repurchase and cancellation of shares (NCIB)(1) (11,600) - -
Balance at September 30, 2024 21,067,042 184,933 167,943
Repurchase and cancellation of shares (NCIB)(1) (12,000) - -
Balance at December 31, 2024 21,055,042 184,933 167,943
Shares issued in connection with RSUs vested 18,091 (18,091) -
Stock options vested - - 31,033
Repurchase and cancellation of shares (NCIB)(1) (81,100) - -
Balance at September 30,2025 20,992,033 166,842 198,976

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

  • (i) During the year ended December 31, 2024, the Company purchased and cancelled 23,600 shares under its NCIB program. During the nine months ended September 30, 2025 the Company purchased and cancelled 81,100 shares under its NCIB program.
  • (ii) On February 9, 2025, the Company granted 22,233 RSUs to certain employees, with a three years vesting period. On February 1 and 12, 2025, tranches of 10,900 and 4,523 RSUs, respectively, vested. Upon vesting, the same number of common shares were issued to the eligible participants.

(i) Stock options

The Company's Omnibus Long-Term Incentive Plan (the "LTIP") adopted in June 2012 and most recently amended and approved in June 2024, provides that stock options may be granted to directors, senior officers, employees and consultants of the Company or any of its affiliates and employees of management companies engaged by the Company. The LTIP was amended to convert the limit on the number of common shares in the capital of the Corporation issuable under the Omnibus Plan, from a rolling limit of 7.5% of the issued and outstanding Common Shares to a fixed number of 1,000,000 Common Shares (representing 4.7% of the issued and outstanding shares as of the amendment date). Options granted under the LTIP are for a contractual term not to exceed five years from the date of their grant, and vesting is determined by the Company's Board.

The table below summarizes the information related to stock options outstanding and exercisable as at September 30, 2025:

Outstanding Options Exercisable Options
Weighted Average
Number of Remaining Weighted Average Number of Weighted Average
Options Contractual Life Exercise Price Options Exercise Price
Range \$CDN Outstanding (Years) (\$CDN) Outstanding (\$CDN)
0.00 - 99.99 223,099 1.53 \$ 17.28 198,976 \$ 17.64

There has been no stock options granted during 2025. For the periods ended September 30, 2025 and 2024, the Company recognized shared-based compensation expense associated with options, with a corresponding increase in contributed surplus, of \$0.2 million.

(ii) Restricted Share Units ("RSUs)

On February 9, 2025, the Company granted 22,233 RSUs to certain employees, with a three year vesting period starting on the first anniversary of the grant.

Number of
RSUs Outstanding
Balance at January 1, 2024 43,703
RSU vested (15,067)
RSUs awarded 13,570
Balance at September 30, 2024 42,206
RSU vested (601)
Balance at December 31, 2024 41,605
RSUs vested (18,091)
RSUs awarded 68,303
Balance at September 30,2025 91,817

(iii) Deferred Share Units ("DSUs")

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

Number of
DSUs Outstanding
Fair Value
of DSU's
end of period
Balance at January 1, 2024 22,623 \$ 226
DSUs awarded in lieu of Directors Fees 6,199
Dividend reinvestment DSUs 1,261
Balance at September 30, 2024 30,083 \$ 207
DSUs awarded in lieu of Directors Fees 2,141
Dividend reinvestment DSUs 521
Balance at December 31, 2024 32,745 \$ 303
DSUs awarded in lieu of Directors Fees 8,924
Dividend reinvestment DSUs 1,795
Balance at September 30,2025 43,464 \$ 424

(iv) Preferred Share Units ("PSUs")

On September 16, 2025, under the Company's LTIP, selected employees were granted a total of 58,785 PSUs with market-based vesting conditions ("Market PSUs"). These units vest on December 31, 2027 and become eligible for vesting based on the Company achieving certain stock price target. The fair value of the Market PSUs was determined at the grant date using the Black Scholes option pricing model.

On the same date the Company granted 315,000 PSUs with performance-based vesting conditions ("Performance PSUs"). These unit are eligible to vest on December 31, 2029, based on the achievement of specified financial performance targets. Fair value of the Performance PSUs is measured at the market closing share price on the date of grant and compensation expense for Performance PSUs is recognized only when it is probable that the performance conditions will be achieved. Compensation expense recognized related to Performance PSUs is reversed if the Company determines that it is no longer probable that the performance conditions will be achieved.

13. Earnings per Share

The following table summarizes the common shares used in calculating net loss per common share. Basic and diluted weighted average number of shares outstanding includes RSUs and DSUs issued by the Company. Stock options have anti-dilutive effect in the calculation of earnings per share and therefore not included.

Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2025 2024 2025 2024
Total earnings attributable to owners of the Company \$ (328)\$ 451 \$ (8,566)\$ 5,782
Basic weighted average number of shares outstanding 21,052,685 21,103,064 21,070,542 21,101,004
Basic earnings per share \$ (0.02)\$ 0.02 \$ (0.41)\$ 0.27
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2025 2024 2025 2024
Total earnings attributable to owners of the Company \$ (328)\$ 451 \$ (8,566)\$ 5,782
Diluted weighted average number of shares outstanding 21,158,217 21,131,604 21,138,452 21,131,953
Diluted earnings per share \$ (0.02)\$ 0.02 \$ (0.41)\$ 0.27

14. Financial Instruments and Risk Management

(a) Fair value of financial assets and liabilities

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

IFRS Accounting Standards requires disclosure about the inputs to fair value measurements, including their classification within a hierarchy that prioritizes the inputs to fair value measurement. The following are the three levels of the fair value hierarchy:

  • Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.
  • Level 2 Inputs other than quoted prices, directly or indirectly observable for the asset or liability.
  • Level 3 Inputs that are not based on observable market data.

As at September 30, 2025, the carrying amounts of accounts receivable, restricted cash, accounts payable and accrued liabilities which are measured at their amortized cost are considered similar to their fair value or approximate fair value due to their short-term maturity.

The fair value of the long-term debt is disclosed in note 11. The fair value of the tax-equity liability resulting from the acquisition of the operation in Puerto Rico, is disclosed in note 4.

(b) Financial risk management

The Company is exposed to financial risks arising from its financial assets and liabilities. The financial risks include principally market risks relating to foreign exchange rates and to a lesser extent interest rates and commodity prices.

Currency risk

The Company operates internationally and is exposed to risks from changes in foreign currency rates. The functional currency of the Company is the US dollar and currently most of the Company's transactions are denominated in US dollars. Further, the Company translates significant amounts received in local currency to US dollars immediately. As at September 30, 2025 and December 31, 2024, the Company had cash and accounts payable of CDN\$248,730 and CDN\$(178,169), respectively. The Company determined that a 10% change in the Canadian dollar against the US dollar would have impacted total earnings and comprehensive earnings by \$0.0 million for the period ended September 30, 2025.

As at September 30, 2025, and December 31, 2024, the Company had current assets and accounts payable of PEN\$5,527,822 and PEN\$4,383,433 respectively held in its Peruvian subsidiaries. The Company determined that a 10% change in the Peruvian Soles against the US dollar would have impacted total earnings and comprehensive earnings by \$0.1 million for the period ended September 30, 2025.

As at September 30, 2025, and December 31, 2024, the Company had cash, current assets and accounts payable of DOP\$50,104,700 and DOP\$36,053,339 respectively held in its Dominican Republic subsidiaries. The Company determined that a 10% change in the Dominican Republic peso against the US dollar would have impacted total earnings and comprehensive earnings by 0.1 million for the period ended September 30, 2025.

The Company does not enter into any foreign exchange contracts to mitigate this risk.

Commodity prices

The Company's commodities mainly consist of power produced. The Company is not exposed to commodity price risk with respect to the power it produces as 98% of power currently produced is sold under the terms of a PPA which establishes a fixed price and escalator.

Interest rate risk

As of September 30, 2025, the Company has no financial instrument with variable interest rate.

Credit risk

The Company is exposed to credit risk with respect to amounts receivable from its customers. Credit risk is the potential loss from the customer failing to perform payment of the amount receivable, defined in the invoice. The Company manages credit risk with policies and procedures for customer analysis, exposure measurement, and exposure monitoring and mitigation.

The Company considers that "default" may occur when the account receivable balance is 180 days past due, from the date of payment stated in the invoice.

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

Once a balance receivable has been identified as in default, the Company assesses the alternatives to recover such balances, with reasonable effort. If the Company concludes the balances cannot be recovered, the amounts are then written-off.

In estimating expected credit losses on trade receivables, the Company has estimated the probability of default is 0.1% based on the Company's historical default rates, as the Company does not expect these rates to significantly increase in the future. Historically, the Company has not suffered losses for balances identified as in default and does not expect to incur significant losses in the future due to the nature of its customers (distribution utilities). The Company applies the simplified approach to assessing expected credit losses for trade receivables, whereby the loss allowance for the account receivable is measured at an amount equal to the lifetime expected credit losses. The Company shall recognize in the statements of earnings, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

From the credit risk assessment performed during the period, the Company has concluded that exposure to credit risk related to the amounts receivable from customers is not material, as of September 30, 2025.

The Company is also exposed to credit risk with respect to its amounts of cash and cash equivalents. The Company deposits its cash with reputable financial institutions, mostly based in North America and Norway, for which management believes the risk of loss to be remote.

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they become due. The Company manages liquidity risk by ensuring that it has sufficient cash, credit facilities and other financial resources available to meet its obligations. The Company forecasts cash flows for a period of 12 months to identify financial requirements. These requirements are met through a combination of cash flows from operations, credit facilities and accessing capital markets.

The following are maturities for the Company's financial liabilities as at September 30, 2025:

Less than 1 More than 5
Year 1-3 Years 4-5 Years Years Total
Accounts payable and accrued liabilities \$
22,982 \$
- \$ - \$ - \$ 22,982
Debt, current and long-term 3,971 7,869 184,177 42,648 238,665
Interest obligations not inlcuded in
accruals 18,705 36,701 22,683 5,324 83,413
Lease liabilities (i) 390 746 852 414 2,402
\$
46,048 \$
45,316 \$ 207,712 \$ 48,386 \$ 347,462

(i) Lease liabilities in the above table include Punta Lima Wind Farm minimum land lease payments assuming that PLWF will generate at least 6,500 MWh per year from 2025 to 2053.

OTHER CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Land Leases: Punta Lima Wind Farm has three long-term land leases under one consolidated arrangement. Because the lease payments of under this arrangement are variable in nature, based on land use and revenue generated, the arrangement does not meet the recognition criteria under IFRS 16 Leases. Assuming PLWF annual production will always be greater than 6,500 MWh, the minimum annual payments will be as follows:

September 30, 2025
Less than one year \$
461
For years 2 - 5 1,905
Thereafter 11,709
Total commitments for expenditures \$
14,075

Maintenance Contract: The Company has entered into a multi-year Operations and Maintenance (O&M) agreement for PLWF. The contract, ending in 2034, includes fixed and variable components (CPI adjusted) based on plant availability and energy output. The fixed component liability of the O&M agreement is shown below:

Notes to the Condensed Consolidated Interim Financial Statements September 30, 2025 and 2024

(expressed in thousands of United States dollars unless otherwise noted. Unaudited)

September 30, 2025
Less than one year \$
747
For years 2 - 5 3,349
Thereafter 2,855
Total operating lease commitments \$
6,951

15. Capital Management

The Company's capital structure is comprised of net long-term debt, as further disclosed in Note 11, and shareholders' equity (consisting of issued capital and contributed surplus offset by accumulated deficit). The Company's objectives when managing its capital structure are to:

  • i) maintain financial flexibility to preserve the Company's access to capital markets and its ability to meet its financial obligations; and
  • ii) finance internally generated growth as well as potential acquisitions.

In order to facilitate the management of capital, the Company prepares annual expenditure budgets, which are updated as necessary and are reviewed by the Company's Board.

In preparing its budgets, the Company considers externally imposed capital requirements pursuant to the terms of the Senior Secured Green Bonds Agreements, the loan agreements for the GA projects and the Canoa Debt agreement (Note 11). These externally imposed capital requirements will affect the Company's approach to capital management. The Company's externally imposed capital requirements include maintaining minimum debt service coverage and solvency ratios for GASAC, Emerald, and the Company.

******************************

Talk to a Data Expert

Have a question? We'll get back to you promptly.