Three Sixty Solar Ltd.

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(formerly, Liberty One Lithium Corp.)

ANNUAL INFORMATION FORM

For the Financial Year Ended September 30, 2023

December 29, 2023

Suite 408 - 55 Water Street Vancouver, British Columbia, Canada V6B 1A1

TERMS OF REFERENCE .......................................................................................................................... 2 MARKET DATA ..................................................................................................................................... 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ................................................... 2 GLOSSARY OF TERMS ........................................................................................................................... 6 CORPORATE STRUCTURE ...................................................................................................................... 8 GENERAL DEVELOPMENT OF THE BUSINESS ......................................................................................... 9 OVERVIEW OF BUSINESS .................................................................................................................... 14 RISK FACTORS .................................................................................................................................... 21 DIVIDENDS AND DISTRIBUTIONS ........................................................................................................ 32 DESCRIPTION OF CAPITAL STRUCTURE ............................................................................................... 33 MARKET FOR SECURITIES ................................................................................................................... 33 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER .... 34 DIRECTORS AND OFFICERS ................................................................................................................. 35 CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS ................................................... 37 CONFLICTS OF INTEREST ..................................................................................................................... 38 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................................. 38 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .......................................... 39 TRANSFER AGENTS AND REGISTRARS ................................................................................................. 39 MATERIAL CONTRACTS ...................................................................................................................... 39 INTERESTS OF EXPERTS ...................................................................................................................... 39 AUDIT COMMITTEE INFORMATION .................................................................................................... 39 ADDITIONAL INFORMATION .............................................................................................................. 42

TERMS OF REFERENCE

In this Annual Information Form (the “ AIF ”), unless the context otherwise dictates, references to the “ Company ”, “ Three Sixty Solar ”, “ we ” and “ our ” refer to Three Sixty Solar Ltd.

The information contained in this AIF is current as of September 30, 2023 with subsequent events disclosed to December 29, 2023.

All references to dollars ($) in this AIF are expressed in Canadian dollars, unless otherwise indicated.

MARKET DATA

Unless otherwise indicated, information contained in this AIF concerning the industry and markets in which the Company operates, including its general expectations and market position, market opportunity and market share is based on publicly available information from independent industry organizations, and other third-party sources (including industry publications, surveys and forecasts), and management estimates.

Unless otherwise indicated, the management estimates in this AIF are derived from publicly available information released by independent, industry analysts and third-party sources, as well as data from the Company’s internal research, and are based on assumptions made by the Company considering such data and its knowledge of such industry and markets, which the Company believes to be reasonable. The Company’s internal research has not been verified by any independent source, and it has not independently verified any third-party information. While the Company believes the market position, market opportunity and market share information included in this AIF is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the industry in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under “Risk Factors”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This AIF contains certain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements describe the Company’s future plans, strategies, expectations and objectives, and are generally, but not always, identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements contained in this AIF include, without limitation, statements regarding:

the nature of the Company’s operations;
forecasts of capital expenditures, including general and administrative expenses and savings;
expectations regarding the ability to raise capital;
fluctuations in currency exchange rates;
the Company’s future growth plans;

the Company’s ability to attract and retain personnel;
lack of product revenues and history of losses;
additional financing requirements and access to capital;
patents and proprietary technology;
government regulations;
rapid technological change and competition;
volatility of share price, absence of dividends and fluctuation of operating results;
anticipated trends and challenges in the Company’s business and the markets in which it operates;
plans and objectives of management for future operations; and
anticipated operational and financial performance.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The Company believes that the assumptions and expectations reflected in such forward-looking information are reasonable.

Key assumptions upon which the Company’s forward-looking information is based include:

those relating to general economic conditions;
those related to the Company’s sales opportunities;
the Company being successful in earning revenues;
consumer interest in the Company’s products;
the ability to obtain dependable third-party suppliers and distributors;
legislative and regulatory environments;
the impact of increasing competition; and
the Company’s ability to obtain additional financing.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Forward-looking statements are also subject to risks and uncertainties facing the Company’s business, any of which could have a material impact on its outlook.

Some of the risks the Company faces and the uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements include:

Risks relating to the business of the Company:
limited operating history;
demand for solar power;
management of growth;
risk of technological change;
competition;
dependence of key distributors and suppliers;
retention and acquisition of skilled personnel;
dependence on and protection of intellectual property;
failure to secure additional financing;
environmental risks;
availability of solar energy and other natural variables;
legal proceedings; and
global economy and macroeconomic and geopolitical risks and uncertainties.
the Company’s negative cash flow from operations;
fluctuations in operating results and cash flow;
capital requirements associated with expanded operations;
estimates or judgments relating to critical accounting policies; and
risks associated with internal controls.
market for Common Shares; and
no history of payment of cash dividends.

If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking statements prove incorrect, actual results might vary materially from those anticipated in those forwardlooking statements. The assumptions referred to above and described in greater detail under “Risk Factors” should be considered carefully by readers. Accordingly, readers should not place undue reliance

on forward-looking statements. We do not undertake to update or revise any forward-looking statements, except as, and to the extent required by, applicable securities laws in Canada.

All of the forward-looking statements contained in this AIF are expressly qualified by the foregoing cautionary statements.

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this AIF:

“Agency Agreement” means the agency agreement between the Agent and the Company; “Agent” means Research Capital Corporation;

“Agent’s Compensation has the meaning ascribed thereto in “ General Development of the Options” Business – Three Year History – Concurrent Financing ”;
“Amalco” means Three Sixty Solar Operations Ltd., the company continued under the BCBCA as a result of the amalgamation between the Predecessor Company and Subco;
“Amalco Shares ” means the common shares in the capital of Amalco;
“ Amalgamation ” means the amalgamation of Subco and the Predecessor Company pursuant to Section 269 of the BCBCA on the terms and conditions set forth in the Amalgamation Agreement;
“Amalgamation Agreement” means the amalgamation agreement entered into between the Liberty One, SubCo and the Predecessor Company dated effective as of February 10, 2022, as amended May 6, 2022;
“BCBCA” means the Business Corporations Act (British Columbia) as amended, including the regulations promulgated thereunder;
“CEO” means chief executive officer;
“Common Shares” means common shares in the capital of the Company;
“Concurrent Financing” means the brokered private placement offering of up to $3,500,000 in Predecessor Company Financing Warrants, plus a 15% overallotment option;
“Distribution Agreement” has the meaning ascribed thereto in “ Overview of the Business – General ”;
“Filing Statement” means the filing statement dated August 3, 2022 in respect of the listing on the NEO and the Transaction, together with all schedules to the Filing Statement;
“Financing Warrants” has the meaning ascribed thereto in “ Information Concerning the Transaction – Concurrent Financing ”;
“June 2023 Offering” has the meaning ascribed thereto in “ General Development of the Business – Three Year History ”;
“Liberty One Shares” means the common shares in the capital of Liberty One;
“NEO” means the NEO Exchange;
“NEO Listing” means the listing of the Common Shares on the NEO;
“NI 52-110” means National Instrument 52-101 – Audit Committees ;

“Performance Warrants” has the meaning ascribed thereto in “ General Development of the Business – Three Year History – Performance Warrants ”;

“Predecessor Company” means Three Sixty Solar Ltd. before the Transaction Closing; “Predecessor Company means the holders of shares of the Predecessor Company; Shareholders” “Predecessor Company has the meaning ascribed thereto in “ Information Concerning the Financing Warrants” Transaction – Concurrent Financing ”; “Resulting Issuer” means the Company after giving effect to the Transaction; “Rustin” has the meaning ascribed thereto in “ Overview of the Business – General ”; “SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators; “SubCo” means 1345100 B.C. Ltd.; “SubCo Shares” means common shares in the capital of SubCo; “Transaction” means, together, the (i) Amalgamation and the acquisition by Liberty One of all the issued and outstanding securities of the Predecessor Company pursuant to the Amalgamation Agreement, which constituted the reverse takeover of Liberty One by Three Sixty Solar; (ii) TSXV Delisting; and (iii) NEO Listing; “Transaction Closing” means the closing of the Transaction; “TSXV Delisting” means the delisting of the Liberty One Shares on the TSXV; “TSXV” means the TSX Venture Exchange; and “United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia. “Warrant” means warrants to purchase Common Shares;

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated on August 1, 1994 pursuant to the laws of Ontario, and was continued, pursuant to section 181 of the Business Corporations Act (Ontario) and Section 302 of the BCBCA, to British Columbia on September 15, 2016. Upon continuation into British Columbia the Company changed its name from “Petro Basin Energy Corp.” to “Peace River Capital Corp.”, following which, on December 1, 2016, Peace River Capital Corp. changed its name to “Liberty One Lithium Corp.” (“ Liberty One ”).

On June 29, 2022, the Common Shares were delisted from trading on the TSXV and listed on the NEO, in a halted state. On July 26, 2022, the Common Shares were consolidated on a two-for-one basis of 9,344,393 pre-consolidation Common Shares for 4,671,283 post-consolidation Common Shares. On August 4, 2022, the Company completed a business combination pursuant to an amalgamation agreement dated February 10, 2022, as amended May 6, 2022, (the “ Amalgamation Agreement ”) among the Predecessor Company and SubCo, a wholly-owned subsidiary of the Company. Pursuant to the Amalgamation Agreement, the Predecessor Company and SubCo amalgamated under the name “Three Sixty Solar Operations Ltd.” (“ Amalco ”), and the Company acquired 100% of the issued and outstanding common shares of Amalco (the “ Transaction ”). Upon completion of the Transaction, the Company changed its name from “Liberty One Lithium Corp.” to “Three Sixty Solar Ltd.”

On August 15, 2022, the Common Shares commenced trading on the NEO under stock symbol “VSOL”.

Intercorporate Relationships

The following chart illustrates, as at the date of this AIF, the Company’s subsidiaries, including their respective jurisdiction of incorporation:

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Three Sixty Solar Ltd.
(formerly Liberty One Lithium Corp.)
(British Columbia)
Three Sixty Solar Operations Ltd.
Victory Exploration Inc. Liberty One Utah Inc.
(formerly Three Sixty Solar Ltd.)
(Quebec) (Utah)
(British Columbia)
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GENERAL DEVELOPMENT OF THE BUSINESS

General Development of the Business

Summary

Three Sixty Solar is one of the first companies to design a commercial solar tower. The towers range in energy production and can help provide solutions for small commercial projects all the way up to large utility scale solar farms.

Three Sixty Solar is currently pre-commercial and is looking to bring the product to the market in 2024. There will be a greater emphasis initially to sell direct to developers in Canada and the United States. In Europe and Africa, Three Sixty Solar will create licensing agreements with developers in those areas. Three Sixty Solar currently has a signed distribution agreement with a developer in Canada and a letter of intent for a licensing agreement with a Canadian-based developer doing work in Uganda and Tanzania.

Three Year History

Notable events in the development of the Company’s business during the last three years include the following:

The Business of the Company Prior to the Completion of the Transaction

Prior to the Transaction, the Company was a development stage company focused on the acquisition and development of resource deposits. In June 2020, the Company entered into an option agreement to earn a 100% interest in certain gold claims comprising the Jackfish Property located in Thunder Bay, Ontario by paying a total cash payments of $110,000 ($30,000 in the first year) and the issuance of 1.6 million common shares of the Company (700,000 shares in the first year) over a four-year period, subject to a 2% net smelter royalty, half of which can be purchased by the Company for $1 million. Upon completion of the Transaction, the Company terminated the option agreement on August 23, 2022 and no longer holds any interest in the Jackfish Property.

The Business of the Company After the Transaction

Three Sixty Solar Ltd. was incorporated on April 20, 2017 pursuant to the laws of British Columbia as “1115746 B.C. Ltd.” (“ 5746 ”) and changed its name to “Platinum Power Contracting Limited” on May 29, 2020.

On May 21, 2020, Peter Sherba and 5746 entered into a purchase and sale agreement whereby 5746 acquired an invention titled “Solar Tower” with pending patent application number PCT/CA2019/051358 from Mr. Sherba for an aggregate purchase price of $200,000 payable in a combination of 34 Class B nonvoting shares of 5746 and a non-interest bearing promissory note in the amount of $12,700. Between May 21, 2020 and July 1, 2021, Three Sixty Solar was operated Peter Sherba, who, during this time, worked primarily on developing a demonstration solar tower. On July 1, 2021, Brian Roth was appointed as CEO of Three Sixty Solar. Shortly thereafter, Three Sixty Solar began exploring options for additional financing to expand its operations and commercialize its products.

Founder Peter Sherba was looking for renewable energy ideas that could help save space in different areas such as farming, urban areas, and housing developments. Mr. Sherba connected with a group of engineers to develop models for vertical solar towers. They needed to have a tower built strong enough and shaped

in a way for optimal power production. Once they demonstrated the possibilities on paper, Peter formally established Platinum Power and began work with fabricators to complete the structural design. Over the last four years, the Company has developed these designs and they have now been brought into reality. The business, now re-named Three Sixty Solar has produced and erected the first vertical solar tower, which was installed in Kelowna, British Columbia.

On October 12, 2021, Three Sixty Solar entered into a letter of intent (the “ Astra Letter of Intent ”) with Astra Energy Inc. contemplating the entering into of definitive agreements (the “ Astra Definitive Agreements ”) for the installation of Solar Towers in Uganda. The Astra Letter of Intent anticipates Astra Definitive Agreements that will include the execution of a licensing agreement (the “ Licensing Agreement ”) for the sale and installation of Solar Towers in Uganda with likely expansion of Licensing Agreement for the sale and installation of Solar Towers throughout Africa. The Astra Definitive Agreements would also include the purchase and installation of Solar Towers, targeting a rate installed power base of 25 MW, with installation to take place in phases beginning in 2023 to be completed in 2025. The purchase and installation is to take place as much as possible under the Licensing Agreement, and if not possible due to procurement or other restrictions, with purchase and installation to take place under mutually agreed upon commercial terms. The Astra Definitive Agreements may also include the execution of a Facilities Management and Service Agreement.

On October 22, 2021, Three Sixty Solar changed its name from “Platinum Power Contracting Limited” to “Three Sixty Solar Ltd.”

On October 27, 2021, the Company (as Liberty One) entered into a letter of intent with the Predecessor Company to pursue the Transaction, which would result in the Company completing reverse take-over by Three Sixty Solar and a change of business.

On January 5, 2022, Three Sixty Solar, as the Predecessor Company, completed a reorganization of its capital structure such that (i) all of the issued and outstanding Class B non-voting shares were exchanged for an equivalent number of Class A voting shares, (ii) the Class A voting shares were re-designated as common shares, and (iii) all of the issued and outstanding Common Shares were subdivide at a ratio of 27,980.5 common shares for each one common share. Following the reorganization, Three Sixty Solar had an aggregate of 7,666,667 common shares issued and outstanding.

On January 5, 2022, Three Sixty Solar, as the Predecessor Company, completed a private placement of 20,500,000 warrants at a price of $0.01 per warrant for aggregate gross proceeds of $205,000. Each such warrant entitles the holder to purchase one Common Share at a price of $0.25 until August 15, 2025.

On January 5, 2022, Three Sixty Solar, as the Predecessor Company, completed a private placement of 1,250,000 common shares at a price of $0.02 per share for aggregate gross proceeds of $25,000, with such common shares being issued to the CEO of Three Sixty Solar.

On January 5, 2022, Three Sixty Solar, as the Predecessor Company, completed a private placement of 6,416,653 common shares at a price of $0.025 per common share for aggregate gross proceeds of $160,416.33.

On January 5, 2022, Three Sixty Solar, as the Predecessor Company, completed a private placement of 4,080,127 units at a price of $0.025 per unit for aggregate gross proceeds of $102,003.18, with each unit consisting of one common share and one warrant. Each warrant entitles the holder to purchase one common share at a price of $0.10 until January 5, 2025.

In February 2022, Three Sixty Solar made Patent Cooperation Treaty (PCT) filings for the “Solar Tower” patent application for national review in each of Canada, the United States, the EU, Uganda, Tanzania and Zanzibar. Three Sixty Solar has received acknowledgements of receipts of each of these national applications and is awaiting further comments from the relevant patent offices.

On May 1, 2022, Three Sixty Solar entered into a distribution agreement (the “ Archer Distribution Agreement ”) with Archer Cleantech Inc. (“ Archer Cleantech ”) whereby Archer Cleantech will provide sales and marketing resources to Three Sixty Solar regarding the recommendation and specification of Three Sixty Solar’s products to clients of Archer Cleantech in Western Canada and other territories around the world. Peter Sherba, a director of the Company, has been appointed as an officer of Archer Cleantech.

On August 4, 2022, the Company completed the Transaction (see below for a discussion of the Transaction).

Effective August 15, 2022, the Common Shares commenced trading on the NEO.

On October 13, 2022, the Common Shares are quoted on the OTC Markets under the symbol “VSOLF”.

On April 20, 2023, Ben Parsons was appointed to the board of directors of the Company.

On May 3, 2023, the Company entered into the Distribution Agreement with Rustin. Rustin will provide sales and marketing resources to the Company in the U.S. and globally.

On June 9, 2023 and June 26, 2023, the Company completed a non-brokered private placement of 2,2,524,587 units at the price of $0.60 per unit for gross proceeds of $1,514,752.20 (the “ June 2023 Offering ”). Each unit was comprised of one Common Share and one Common Share purchase warrant exercisable for one Common Share at the price of $0.75 for a period of 24 months. The Company paid aggregate cash commission of $26,657.40 and issued 44,100 broker warrants to certain finders in connection with this offering.

On July 12, 2023, Mark Mukhija was appointed to the board of directors of the Company.

On July 20, 2023, the Company entered into a non-binding letter of intent with Cattail Crossing Golf Club for the sale and installation of one solar tower in Edmonton, Alberta, with a feasibility study to begin within 30 days following execution of the letter of intent.

On July 20, 2023, the Company entered into a non-binding letter of intent with Lois Creek Development Inc. for the sale and installation of one solar tower in Kimberly, British Columbia, with a feasibility study to begin within 30 days following execution of the letter of intent.

On October 11, 2023, the Company entered into a non-binding letter of intent with Rocky Mountain Log and Timber for the sale and installation of one solar tower in Hamilton, Montana, with a optimization study to begin within 30 days following execution of the letter of intent. On November 22, 2023, Rocky Mountain Log and Timber executed a purchase order for the tower, subject to engineering optimization, an energy study, permitting, and any necessary environmental assessment.

On November 8, 2023, the Company entered into a non-binding letter of intent with Pavanasuta Renewable Energy Private Limited for the sale and installation of one solar tower in southern India, with

a feasibility study to begin within 60 days following execution of the letter of intent. The tower is intended as an initial demonstration tower to form the basis for future projects in India.

The Transaction

On February 10, 2022, Liberty One, the Predecessor Company and SubCo entered into the Amalgamation Agreement, pursuant to which Liberty One agreed to acquire all of the issued and outstanding securities of the Predecessor Company by way of a three-cornered amalgamation among Liberty One, Predecessor Company and SubCo. The parties amended the Amalgamation Agreement on May 6, 2022.

The Amalgamation constituted a reverse takeover of Liberty One as the Predecessor Company Shareholders now own approximately 72% of the Common Shares on an undiluted basis.

The Amalgamation was effected as follows:

the Three Sixty Solar Shares were exchanged for Liberty One Shares on the basis of one (1) Liberty One Share for each Predecessor Company common share, such that an aggregate of 19,413,447 Liberty One Shares were issued to Predecessor Company Shareholders, and the Predecessor Company common sares outstanding immediately prior to the effective time were cancelled;
the Predecessor Company warrants outstanding immediately prior to the effective time were exchanged for an equal number of Resulting Issuer Warrants, having substantially similar terms and conditions as the Predecessor Company warrant for which it was exchanged, and each such Predecessor Company warrant were cancelled;
the Predecessor Company Financing Warrants outstanding immediately prior to the effective time were exchanged for an equal number of Financing Warrants, having substantially similar terms and conditions as the Predecessor Company Financing Warrants for which they were exchanged, and each such Predecessor Company Financing Warrant were cancelled;
the Predecessor Company and SubCo amalgamated and continued as one corporation, being Amalco, under the BCBCA;
the SubCo Shares were exchanged for Amalco Shares on the basis of one (1) Amalco Share for each SubCo Share;
as consideration for the issuance of Shares pursuant to the Amalgamation, Amalco will issue to Liberty One one Amalco Share for each Share issued; and
Amalco became a wholly-owned subsidiary of the Company.

Performance Warrants

On the Transaction Closing, the Company issued to certain employees, consultants and advisors of the Company, including its CEO, an aggregate of 3,833,334 performance warrants (the “ Performance Warrants ”) entitling the holder to acquire one (1) Share at a price of $0.05 per Common Share, which Performance Warrants vest and become exercisable upon the Resulting Issuer achieving cumulative gross revenues of $10,000,000. The Performance Warrants and underlying Common Shares shall be subject to a contractual lock-up agreement for 48 months, with 10% of such securities released 12 months after the Transaction Closing, and 15% of such securities released every six months thereafter.

Liberty One Consolidation

Prior to the effective date of the Amalgamation, the Company (as Liberty One) undertook a consolidation of the issued and outstanding Liberty One Shares on the basis of two (2) pre-consolidation Liberty One Shares for each one (1) post-consolidation Liberty One Share.

Change of Auditor

Because the Transaction resulted in the reverse takeover of Liberty One by the Predecessor Company, the Transaction resulted in a change of the Company’s auditor from Ernst & Young LLP to Dale Matheson CarrHilton LaBonte LLP, the auditor of the Predecessor Company.

Concurrent Financing

The Transaction Closing was subject to the completion of the Concurrent Financing. The Concurrent Financing was a brokered private placement completed by the Predecessor Company prior to the Transaction Closing for gross proceeds of $1,996,000. The Concurrent Financing was undertaken by the issuance of 1,996,000 Predecessor Company Financing Warrants at the price of $1.00 per Predecessor Company Financing Warrant. Each Predecessor Company Financing Warrant will entitle the holder thereof, upon exercise at any time after the date of issue and prior to the date that is six months after the Amalgamation, to acquire, without additional consideration and at the option of the holder, one Common Share. If not earlier exercised, then automatically on the date that is six months following the Amalgamation, the Predecessor Company Financing Warrants will be deemed to be exercised into one Common Share and one Warrant entitling the holder to acquire one Common Share at the exercise price of $2.00 per Common Share for a period of two years.

In connection with the completion of the Amalgamation, holders of the Predecessor Company Financing Warrants exchanged each Predecessor Company Financing Warrant held for one financing warrant (a “ Financing Warrant ”), with each Financing Warrant entitling the holder thereof, upon exercise at any time after the date of issue of the Financing Warrants and prior to the date that is six months following the Amalgamation, to acquire, without payment of additional consideration and at the option of the holder, one Common Share. If not earlier exercised, then automatically on the date that is six months following the Amalgamation, the Financing Warrants will be deemed to be exercised into one Common Share and one Warrant entitling the holder to acquire one Common Share at the exercise price of $2.00 per Common Share for a period of two years. The Financing Warrants are governed by the terms of a financing warrant agreement entered into among the Predecessor Company, the Company (as Liberty One), Agent, and Endeavor Trust Corporation, as warrant agent.

The Concurrent Financing was conducted pursuant to the terms of the Agency Agreement entered into between the Predecessor Company and the Agent. As compensation for the Agent’s services in connection with the Concurrent Financing, Predecessor Company paid to the Agent (i) a work fee in the amount of $40,000, (ii) the reasonable expenses of the Agent related to the Concurrent Financing, including the Agent’s legal fees, up to a maximum of $40,000 (iii) cash compensation equal to 7% of the gross proceeds raised from the Concurrent Financing (other than proceeds raised from subscribers on the President’s list provided by Predecessor Company, for which the cash compensation was reduced to 2%), and (iv) compensation options (the “ Agent’s Compensation Options ”) in an amount equal to 7% of the number of Predecessor Company Financing Warrants sold pursuant to the Concurrent Financing (other than Predecessor Company Financing Warrants sold to subscribers on the President’s list provided by Predecessor Company, for which the Agent’s Compensation Options was 2% of such Predecessor

Company Financing Warrants sold). Each Agent’s Compensation Option shall be exercisable to purchase one Common Share at a price of $2.00 per Common Share for a period of 24 months from the closing of the Concurrent Financing.

OVERVIEW OF BUSINESS

General

Three Sixty Solar is one of the first companies to design a commercial photovoltaic solar tower. The towers range in energy production and can help provide solutions for small commercial projects all the way up to large utility scale solar farms.

Three Sixty Solar is currently pre-commercial and has built a single demonstration photovoltaic solar tower in Kelowna, British Columbia, Canada with a productive capacity of 27 kWp. While the demonstration tower is owned by the Company, the power produced by the demonstration is utilized by the property owner. The property owner has granted access to the Company for marketing purposes and well as for future research and development purposes.

The Company is looking to bring the product to the market in 2024. Three Sixty Solar established a nonexclusive Distribution Agreement on May 3, 2023 with Rustin Industries LLC (“ Rustin ”), a Nevada limited liability company, to sell the Company’s solar power equipment and related goods, and permitting and installation services in North America (the “ Distribution Agreement ”). Under the Distribution Agreement, Rustin is responsible for the costs of, among other things: (i) freight and transportation of the Company’s products; and (ii) obtaining and maintaining any government approval, registration or recordation, including import and export certificates, required to advertise, market, sell, distribute, license and support the Company’s products and services in North America. Nevertheless, there will be a greater emphasis initially to sell direct to developers in Canada and Three Sixty Solar is also approaching other customers directly. In Europe and Africa, Three Sixty Solar will create licensing agreements with developers and has already entered into a letter of intent for a licensing agreement with a Canadian-based developer doing work in Zanzibar and Tanzania.

Three Sixty Solar has entered into several non-binding letters of intent with parties for the sale and installation of solar towers in Canada, the United States and India and the parties are currently undertaking feasibility studies.

Products and Services

Vertical photovoltaic solar towers are revolutionary in the renewable energy market as they can put solar panels into spaces they normally could not fit. The ability to erect commercial towers will allow developers to use solar energy panels in areas they traditionally would not have the space to have a horizontal solar field such as farms, housing developments, wineries, remote communities, First Nations communities, and urban areas. The product design will allow landowners/operators to utilize space between the towers for other purposes and the design enables fabrication and construction that can be performed virtually anywhere. The tower design is currently patent pending. Additionally, the tower architecture enables developers to utilize the tower for more utilities than just solar. Backup battery storage and other equipment can be housed inside the towers. Telecommunications equipment, security cameras, lighting, and other products can also be mounted on the towers. Most of these optional utility add-ons provide either additional revenue generation opportunities, or project cost offsets, that improve the economics of Three Sixty’s technology offering.

The primary source of revenue for Three Sixty Solar is expected to be through the sale of commercial photovoltaic solar towers. Under its primary revenue model, Three Sixty Solar will purchase the completed member components from the fabricator of choice on the given project. Three Sixty Solar will then outsource assembly labour and provide project management labour to perform the tower erection in the field. The same assembly labour personnel will mount the solar panels during tower erection, and a secondary team will be outsourced for the electrical connection. Three Sixty Solar has existing relationships with electrical contractors, which will enable the company to provide a fully connected system to most customers and to earn revenue on the delivery of a completed system, while outsourcing much of the manual labour. In most cases, each step of the process will be controlled by Three Sixty Solar. In certain instances, such as where the customer is a large-scale solar developer or utility, the customer may control portions of the installation process itself. Three Sixty Solar will continue to control and earn revenue from design, project management and delivery.

The current design of the commercial photovoltaic solar tower is complete and, in light of the successful completion of the 18-month testing program involving our demonstration photovoltaic solar tower in the Okanagan region of British Columbia, is ready for production.

A goal of the business of Three Sixty Solar is continuous improvement in the design of its products. Three Sixty Solar has engaged a structural engineering consultant to assist with the optimization of the design in an effort to reduce the tonnage of steel required, and therefore the cost, without sacrificing any strength and durability. Further, in the optimization process Three Sixty Solar is pursuing technical means to dial in the performance specifications for different jurisdictions that require varying wind and seismic loads such that over the next 12 months, Three Sixty Solar will shift from having a single completed design to having a design with flexibility to adjust to the local requirements of any given project. Below is a schematic of the commercial photovoltaic solar tower design.

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Solar Tower Manufacturing

Three Sixty Solar will outsource the manufacturing of towers to steel fabricators to manufacture the component members within the structure. The structure has been designed such that it utilizes standard industry materials and industry standard joining methods. By utilizing industry-standard methods and materials, Three Sixty Solar is able to work with fabricators around the globe who are already familiar with, and able to produce, what the company needs. Three Sixty has currently engaged fabricators in British Columbia, Alberta Utah and Uganda. Additional fabricators will be added regionally, as necessary, to support local and regional projects.

Three Sixty Solar will utilize local labour for the installation of towers, with project management and oversight performed directly by the company. Since the design utilizes industry-standard joining methods, local labourers will be familiar with the method of assembling the structures in the field and can be utilized without Three Sixty Solar needing to develop a large assembly team who would be required to travel all over the world for projects.

Three Sixty Solar intends to explore the potential for entering into licensing agreements in jurisdictions where it will not directly oversee projects, but it has not formalized this aspect of its business model at this time. For example, Three Sixty Solar continues to work closely with Astra Energy on the projects in Uganda and Zanzibar to develop a suitable business structure for all. It is expected that Three Sixty Solar will manage the relationship with the fabricator in that region, and Three Sixty Solar and Astra Energy will work together on the project management of installation as the project proceeds.

The business of the design of the solar towers will continue to remain exclusively controlled by Three Sixty Solar.

Three Sixty Solar is in discussion with several fabricators and electrical contractors who have provided quotes for services and materials. Multiple fabricators and contractors will be utilized on a project-toproject basis with individual contracts in place by project.

Sources of Revenue

The primary source of revenue for Three Sixty Solar is expected to be through the sale of solar towers. Under its primary revenue model, Three Sixty Solar will purchase the completed member components from the fabricator of choice on the given project. Three Sixty Solar will then outsource assembly labour and provide project management labour to perform the tower erection in the field. The same assembly labour personnel will mount the solar panels during tower erection, and a secondary team will be outsourced for the electrical connection. Three Sixty Solar has existing relationships with electrical contractors, which will enable the company to provide a fully connected system to most customers and to earn revenue on the delivery of a completed system, while outsourcing much of the manual labour. In most cases, each step of the process will be controlled by Three Sixty Solar. In certain instances, such as where the customer is a large-scale solar developer or utility, the customer may control portions of the installation process itself. Three Sixty Solar will continue to control and earn revenue from design, project management and delivery.

Market Overview

Solar energy is the radiant energy emitted from the sun, which is harnessed by using various technologies such as solar heating, photovoltaic cells, and others. It is an efficient form of unconventional energy and a convenient renewable solution toward growing greenhouse emissions and global warming.

The growth of the solar energy market is driven by increases in environmental pollution and provision of government incentives and tax rebates to install solar panels. The demand for solar cells has gained major traction owing to surge in rooftop installations, followed by increase in applications in the architectural sector. Furthermore, the demand for parabolic troughs and solar power towers in electricity generation is expected to boost the demand for concentrated solar power systems.

According to Fortune Business Insights, the solar power market will continue to break records, with annual additions reaching 4,766 GW by 2026.

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Solar is continuing to grow in the United States. In Q1 2021, the U.S. solar market installed just over 5 GW of solar capacity, a 46% increase over the first quarter of 2020 and the largest Q1 on record. Solar accounted for 58% of all new electricity-generating capacity added in the U.S. in Q1 2021, with wind making up most of the remainder.[1]

Canada’s plan to achieve net-zero emissions by 2050 is likely to replace the share of fossil fuel in the energy mix with renewables. Hence, this ambitious target is expected to provide an opportunity for the solar market in the coming years. Most of the solar capacity in Canada is located in Ontario. In 2018, the capacity of the solar photovoltaic industry in Canada was 3,040 MW.[2]

The EU has dramatically increased the pace of its climate change mitigation measures by setting the goal of becoming the first climate-neutral continent by 2050. As part of the European Green Deal, launched in 2019, the European Commission proposed to further increase the EU’s climate ambitions by cutting greenhouse gas emissions by at least 55% by 2030. The expansion of the share of renewable energy in the bloc will be a key factor in ensuring that these targets are met.

Rapid economic and population growth in Africa, particularly in the continent’s burgeoning cities, will have profound implications for the energy sector, both regionally and globally. Africa’s population is among the fastest growing and youngest in the world. One-in-two people added to the world population between today and 2040 are set to be African.[3] Growing urban populations mean rapid growth in energy demand for residential developments, industrial production, cooling and mobility. According to the International Energy Agency, solar PV deployment will average almost 15 GW a year, reaching 320 GW in 2040, overtaking hydropower and natural gas to become the largest electricity source in Africa in terms of installed capacity.

1 Solar Energy Industries Association® and Wood Mackenzie Power & Renewables, U.S. Solar Market InsightTM Q2 2021 Report , released June 15, 2021

2 TM Mordor Intelligence , Canada Power EPC Market Size & Share Analysis – Growth Trends & Forecasts (2023 – 2028)

3 International Energy Agency, Africa Energy Outlook 2019 , November 2019

Marketing Plan and Strategy

Marketing efforts initially have focused primarily on direct engagement (as opposed to broad advertising). To reach interested developers, Three Sixty Solar will focus on industry trade shows every year. Three Sixty displayed at the Intersolar show in Los Angeles, which was held in January 2022, and in Long Beach in February 2023, the RE+ trade show in Anaheim in September, 2022, and will continue with commitments in 2023 to return to RE+ and in 2024 return to Intersolar. Other shows will be added to expand opportunities for exposure.

There are several specific areas where developers want to add solar, but cannot readily do so with traditional ground-mount installations:

Sustainable housing – want to add power generation but don’t have enough space on rooftops and don’t want to sacrifice large land space where they could otherwise build more houses;
Traditional farming – have power needs to run the farm, but don’t want to sacrifice growing space;
Cannabis farming – have very high value crop and want to minimize the growing space they give up for power production;
Remote communities – frequently difficult terrain (often water adjacent or in areas that aren’t flat and open as required for ground-mount), and currently using expensive diesel for power;
Wineries – don’t want to sacrifice any land under vine, and are looking for a marketing edge that they can pitch; “Green” is a strong fit for many;
First Nations communities – have close relationship to their land and look to preserve it as much as possible. Can create local utilities to utilize power within band communities. Often have access to funding for infrastructure improvement; and
The plans to reach the targets listed will differ between the three markets.

In Canada, direct sales using existing relationships and the team already in place will be pursued. Targets for sales in Canada include:

Wineries
Multiple wineries in the Okanagan Valley of British Columbia have already been approached and expressed interest.

First Nations

First nations in British Columbia and Alberta are being approached directly about opportunities.

Archer Cleantech

Archer Cleantech is working on 40+ MW of projects in Alberta and Saskatchewan.
The Archer Distribution Agreement was entered into on May 1, 2022.
Other
Sustainable housing projects in British Columbia and Ontario. These projects have a specific challenge with no space for the generation of renewable power.

Current owner of land our demonstration tower is on in Kelowna, B.C runs Sunlogics Power and has multiple projects that present opportunities for referral.

All of the above opportunities are being managed by the existing Three Sixty Solar team. Until projects begin production, no further team will be necessary to expand these opportunities. Once they enter a production stage, an operations team would be needed to deliver on the towers.

In September 2022, Three Sixty Solar hired Fire Horse Consulting as a part-time sales and lead generation consultant. In June 2023, Three Sixty Solar and Fire Horse Consulting agreed to terminate the contractual relationship. Three Sixty Solar continues to pursue commercial opportunities and progress additional design updates with Aspect and Foremost.

In the U.S, Three Sixty Solar is communicating with potential distribution partners from leads generated at the Intersolar and RE+ industry events held in 2022 and 2023, and direct sales will also be pursued. Presently, Three Sixty Solar is working with Rustin Industries LLC on its U.S. sales efforts via the distribution agreement signed in May 2023. Their role will require the identification of potential commercial partners, leading the development of sales and marketing materials, managing reporting on all sales activities, and ensuring that Three Sixty Solar can reach its goals both in and outside the US.

Outside of North America, Three Sixty Solar will pursue a licensing approach. A relationship is already established with Astra Energy with a letter of intent, and commercial terms are being negotiated for a definitive licensing agreement. Astra Energy is in the early stages of developing a major project in Zanzibar that will feature 42.5 MW of solar generation. Astra Energy has announced the acquisition of land for the project, and that feasibility and environmental studies in support of the project have commenced. With limited land space on the island, the expectation is that more than half of that 42.5 MW will be developed using Vertical Solar Towers. With current technology, that equates to more than 100 towers. It is expected that the 100+ towers would be installed over a period beginning in early 2024 and extending into at least 2025. Additionally, Astra Energy is simultaneously pursuing projects in other parts of Africa.

Three Sixty Solar will also pursue the establishment of similar licensing agreements with partners in Europe and the Caribbean.

Competitive Conditions

Three Sixty Solar does not have many direct competitors in the vertical solar market. They do have indirect competition in roof top and building side solar companies, and larger players in the utility market.

Three Sixty Solar has identified a Portuguese company, Wiocor Energy, as a competitor in the Vertical Solar market. Their three-dimensional photovoltaic (3DPV) solar towers are a different design than the Three Sixty Solar design and Three Sixty Solar has not identified that any of their towers are in public use yet.

On large-scale solar farms, Three Sixty Solar’s primary competition is traditional ground-mounted solar arrays. While such solar arrays utilize more than 90% more land space than Three Sixty Solar’s vertical solar towers, the cost of ground-mount installations is between 25% and 40% lower than the cost of towers, when the capital cost and opportunity cost of the land is excluded. Three Sixty Solar is currently working with vendor partners to narrow that capital cost gap.

Intellectual Property

Currently, Three Sixty Solar’s portfolio consists of a single Patent Cooperation Treaty (PCT) application on file that has received positive review and was submitted in February 2022 for the National Phase review in Canada, the United States, the EU, Uganda, Tanzania and Zanzibar. As reported in January 2023, Three Sixty has received positive initial review from the African Regional Intellectual Property Office (ARIPO) and Three Sixty Solar is working with patent law specialists to complete a response to ARIPO’s review. Three Sixty Solar is also working with patent law specialists to determine how best to protect its growing body of intellectual property.

Employees

Three Sixty Solar currently has two full-time employees and several part-time consultants. Three Sixty Solar expects that the outsourcing of assembly operations will satisfy the staffing requirements for the production segment of the business. As Three Sixty Solar grows, the administration, customer service and support functions will be staffed according to demand. Three Sixty Solar will hire and grow an operations and project management team once it begins to deliver on projects, which is expected in 2024. Three Sixty Solar does not intend to hold its own inventories of materials, and no building site is planned. Three Sixty Solar will focus on product development and R&D to ensure it stays at the leading edge of technology and satisfies new target markets.

RISK FACTORS

The following are certain factors relating to the Company’s business which readers should carefully consider with respect to securities of the Company. The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this AIF. These risks and uncertainties are not the only ones the Company is facing. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our operations. If any such risks actually occur, the business, financial condition, liquidity and results of our operations could be materially adversely affected.

Nature of Business

The Company is relying on the migration of energy consumption from fossil fuels to renewable energy sources. If consumer demand for renewable energy significantly subsides, the Company’s growth potential could be put in jeopardy. The Company is dependent on the adoption of solar powered energy solutions. If other types of renewable energy are markedly cheaper to adopt than solar energy solutions, this would be a disincentive to widespread adoption of the Company’s products. Other types of renewable energy include but are not limited to wind, hydroelectric, geothermal, ocean, hydrogen, geothermal and biomass. The long-term profitability of the Company’s operations will be directly related to continued adoption of solar energy solutions and widespread commercialization of its products, which may be affected by several factors outside the Company’s control. Decreased demand for solar power may have a material adverse effect on the Company’s profitability, results of operation and financial condition.

Demand for Solar Power

The Company may be adversely affected by volatile solar energy market and industry conditions, specifically the demand for the Company’s products and services may decline. The solar energy market and industry may from time-to-time experience oversupply, which may adversely affect the Company.

Oversupply conditions across the value chain can put pressure on average selling prices, resulting in lower revenue for many industry participants, including the Company. If the supply of solar systems grows faster than demand, demand and the average selling price for our products could be materially and adversely affected.

The solar power market is still at a relatively early stage of development and future demand for solar power products and services is uncertain. Market data for the solar power industry is not as readily available as for more established industries, where trends are more reliably assessed from data gathered over a longer period.

Many factors may affect the viability of solar power technology and the demand for solar power products, including:

the cost-effectiveness, performance and reliability of solar power products and services, including the Company’s solar power products compared to conventional and other renewable energy sources and products and services;
the availability of government subsidies and incentives to support the development of the solar power industry;
the availability and cost of capital, including long-term debt and tax equity, for solar power projects;
the success of other alternative energy technologies, such as wind power, hydroelectric power, geothermal power, and biomass fuel;
fluctuations in economic and market conditions that affect the viability of conventional and other renewable energy sources, such as increases or decreases in the prices of oil, gas and other fossil fuels;
capital expenditures by end users of solar power products and services, which tend to decrease when the economy slows; and
the availability of favorable regulation for solar power within the electric power industry and the broader energy industry.

If solar power technology is not suitable for widespread adoption or if sufficient demand for solar power products and services does not develop or takes longer to develop than anticipated, this may be a material adverse effect on the Company’s profitability, results of operation and financial condition.

Exposure and Sensitivity to Macro-Economic Conditions

The demand for solar power products and services is influenced by macroeconomic factors, such as global economic conditions, demand for electricity, supply, and prices of other energy products, such as oil, coal, and natural gas, as well as government regulations and policies concerning the electric utility industry, the solar and other alternative energy industries, and the environment. In addition, reductions in oil and coal prices may reduce the demand for and the prices of solar power products and services. The Company’s growth and profitability will depend on the demand for and the prices of solar power products and services. Factors such as macro-economic conditions are and will be beyond the control of the Company, and if the Company experiences negative market and industry conditions and demand for solar energy projects and solar energy products and services weakens as a result, there may be a material adverse effect on the Company’s profitability, results of operation and financial condition.

Risk of Technological Change

To remain competitive, the Company must continue to enhance and improve the responsiveness, functionality and features of its technology. The pace at which the solar energy industry is growing may coincide with technological changes and new product offerings could render the Company’s technology and planned products archaic. There can be no assurance the Company will successfully implement new technologies and products to meet industry standards and if unable to adapt in a timely matter, the business of the Company could be materially affected. The failure of the Company to use, maintain and update proper technological systems may negatively impact the Company’s ability to: conduct business with their clients, including delivering services and solutions; purchase, sell, ship, and invoice their products and services efficiently and on a timely basis; and maintain their cost-efficient operation model while expanding their business in revenue and in scale. This may in turn negatively impact the operations and revenue of the Company. There can be no assurance that new and unforeseeable technology, will not disrupt the existing state of technology and that the existing technology of the Company will not become archaic.

Availability of Solar Energy and Other Natural Variables

The Company’s business is inherently exposed to factors beyond the control of the Company, namely the availability of energy derived from the sun to make the Company’s products viable. If a catastrophic event were to occur in which harnessing energy from the sun is no longer possible or financially viable, it may render the Company and its technology and products obsolete. A shift in weather or climate patterns may reduce the absorption of photons via solar panels, which would decrease the amount of energy that a solar panel generates. Reduced availability of the sun’s energy for an extended period and other changes in natural variables of regulations could have a material adverse effect on the Company’s profitability, results of operation and financial condition.

Inability to achieve, maintain or obtain profitability

The Company may not be able to achieve or maintain profitability and may incur significant losses in the future. In addition, the Company expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Company’s revenues do not increase to offset these expected increases in costs and operating expenses, it will not be profitable.

Management of Growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Intellectual Property

Three Sixty Solar relies on the patent, trade secret and other intellectual property laws of Canada, and potentially foreign jurisdictions. The Company may be unable to prevent third parties from using its intellectual property without its authorization. The unauthorized use of the Company’s intellectual property could reduce any competitive advantage that it has developed, reduce its market share or

otherwise harm its business. In the event of unauthorized use of the Company’s intellectual property, litigation to protect and enforce the Company’s rights could be costly, and the Company may not prevail.

Some of Three Sixty Solar’s current or future technologies and trade secrets may not be covered by any patent or patent application, and Three Sixty Solar’s pending patents may not provide the Company with any competitive advantage and could be challenged by third parties. The Company’s inability to secure issuance of pending patent applications may limit its ability to protect the intellectual property rights these pending patent applications were intended to cover. The Company’s competitors may attempt to design around its patents to avoid liability for infringement and, if successful, could adversely affect the Company’s market share. Furthermore, the expiration of the Company’s patents may lead to increased competition.

In addition, effective patent, trade secret and other intellectual property protection may be unavailable or limited in some foreign countries. In some countries, the Company may not apply for patent or other intellectual property protection. Three Sixty Solar also relies on unpatented technological innovation and other trade secrets to develop and maintain its competitive position. Although Three Sixty Solar generally enters into confidentiality agreements with its employees and third parties to protect its intellectual property, these confidentiality agreements are limited in duration, could be breached and may not provide meaningful protection of its trade secrets. Adequate remedies may not be available if there is an unauthorized use or disclosure of the Company’s trade secrets and manufacturing expertise. In addition, others may obtain knowledge about the Company’s trade secrets through independent development or by legal means. The failure to protect the Company’s processes, technology, trade secrets and proprietary manufacturing expertise, methods and compounds could have a material adverse effect on its business by jeopardizing critical intellectual property.

Where a product formulation or process is kept as a trade secret, third parties may independently develop or invent and patent products or processes identical to such trade secret products or processes. This could have a material adverse effect on the Company’s ability to make and sell products or use such processes and could potentially result in costly litigation in which the Company might not prevail. The Company could face intellectual property infringement claims that could result in significant legal costs and damages and impede its ability to produce key products, which could have a material adverse effect on its business, financial condition, and results of operations.

Insurance and Uninsured Risks

The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, accidents, labour disputes, and changes in the regulatory environment. Such occurrences could result in damage to assets, personal injury or death, environmental damage, delays in operations, monetary losses, and possible legal liability. Although the Company intends to continue to maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Market Development and Growth

Failure to further develop the Company’s key markets and existing geographic markets or to successfully expand its business in the future into new markets could have an adverse impact on sales growth and operating results. The Company’s ability to further penetrate its key markets and the existing geographic markets in which it competes and/or aims to compete, and to successfully expand its business into other countries, is subject to numerous factors, many of which are beyond its control. There can be no assurance that efforts to increase market penetration in the Company’s key markets and existing geographic markets will be successful. Failure to achieve these goals may have a material adverse effect on the Company’s operating results.

Operating Hazards and Risks

Development and production are subject to many conditions that are beyond the control of the Company. These conditions include, but are not limited to, natural disasters, unexpected equipment repairs or replacements, environmental hazards and industrial accidents. The occurrence of any of these events could result in delays, work-stoppages, damage to or destruction of property, loss of life, monetary losses, and legal liability, any of which could have a material adverse effect upon the Company or the value of its securities. While the Company will maintain insurance against risks which are typical in the solar industry, insurance against certain risks to which the Company may be exposed may not be available on commercially reasonable terms, or at all. Further, in certain circumstances, the Company might elect not to insure itself against such liabilities due to high premium costs or for other reasons. Should the Company suffer a material loss or become subject to a material liability for which it was not insured, such loss or liability could have a material adverse effect upon the Company and the value of its securities.

Laws and Regulations

The propensity for customer adoption of the Company’s products is subject to environmental laws and regulations promulgated and administered by governments where the Company operates. These laws and regulations may provide incentives for adoption of renewable energy generally or solar energy, specifically. Any changes to these laws, regulations and policies may present technical, regulatory, and economic barriers to the purchase and use of solar energy solutions, which may significantly reduce demand for the Company’s products and services or otherwise adversely affect our financial performance. These laws and regulations include energy regulations, export and import restrictions, tax laws and regulations, environmental regulations, labour laws and other government requirements, approvals, permits and licenses. The market for solar power products is heavily influenced by national, state, and local government regulations and policies, and these regulations could deter further investment in research and development of alternative energy sources as well as customer purchases of solar power products, which could result in a significant reduction in the potential demand for the Company’s products. The introduction or repeal of certain laws or regulations may have a material adverse effect on the Company’s profitability, results of operation and financial condition.

Negative Public or Community Response

Negative public or community response to solar energy solutions could adversely affect the ability of the Company to influence customer adoption of the Company’s products. Negative public sentiment may be directed towards a contempt for the aesthetics of solar energy towers. This type of negative response could lead to legal, public relations and other challenges that impede the ability of the Company to have its products installed in commercial and/or residential spaces. An increase in opposition to the installation

solar energy towers could have a material adverse effect on the Company’s profitability, results of operation and financial condition.

Other Risks Relating to the Company’s Business

Limited Operating History

Three Sixty Solar has a short history of operations and has no history of earnings. The likelihood of success of Company must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. Three Sixty Solar has limited financial resources and there is no assurance that the Company will be successful in obtaining funding when needed. There is also no assurance that the Company can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Additional Financing

In order to execute the anticipated growth strategy, the Company may require some additional equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable. The Company’s inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit the Company’s growth and may have a material adverse effect upon future operations and profitability. The Company may require additional financing to fund its operations to the point where it is generating positive cash flows.

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Competition

The Company may face intense competition from other companies, some of which can be expected to have longer operating histories and more financial resources and more product offerings than the Company. To remain competitive, the Company will require a continued high level of investment in marketing, sales and client support. The Company may not have sufficient resources to maintain marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition, and results of operations of the Company.

Some of the Company’s competitors and potential competitors are larger and have greater name recognition, longer operating histories, larger marketing budgets and significantly greater resources than the Company does. The Company expects competition to continue to intensify in the future as solar energy is increasingly adopted and embraced. If the Company fails to compete effectively, its business will be harmed. For these reasons, the Company may not be able to compete successfully against its current and future competitors.

Some of the Company’s current and potential competitors have significantly greater resources and better competitive positions in certain markets than the Company does. These factors may allow the Company’s competitors to respond more effectively to new or emerging technologies and changes in market requirements. The Company’s competitors may develop products, features, or services that are like the Company’s or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Certain competitors could use strong or dominant positions in one or more markets to gain a competitive advantage against the Company. As a result, the Company’s competitors may acquire and engage users at the expense of the growth or engagement of its user base, which may negatively affect the Company’s business and financial results. The Company believes that its ability to compete effectively depends upon many factors both within and beyond the Company’s control, including but not limited to:

the usefulness, ease of use, performance, and reliability of the Company’s products and services compared to its competitors;
customer service and support efforts;
marketing and selling efforts;
the Company’s financial condition and results of operations;
changes mandated by legislation, regulatory authorities, or litigation, some of which may have a disproportionate effect on the Company;
acquisitions or consolidation within the Company’s industry, which may result in more formidable competitors;
the Company’s ability to attract, retain, and motivate talented employees and consultants;
the Company’s ability to cost-effectively manage and grow its operations; and
• the Company’s reputation and brand strength relative to that of its competitors.

There is increasing competition in the renewable energy sector in general, and the solar energy subsector given the market potential. The ability of the Company to successfully compete depends on continuing to develop and produce products that the Company can sell at competitive rates.

Unexpected market disruptions may cause major losses for the Company

The Company may incur major losses in the event of disrupted markets and other extraordinary events in which market behavior diverges significantly from historically recognized patterns. The risk of loss in such events may be compounded by the fact that, in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which markets are moving. Market disruptions caused by unexpected political, military and terrorist events, or other factors, may from time to time cause dramatic losses for the Company. Any such disruptions and events may have a material and adverse effect on the Company’s business and the value of the Common Shares.

The Company will be reliant, in part, on attracting and retaining skilled management and directors

The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of its senior management. While employment and consulting agreements are customarily used as a primary method of retaining the services of key employees such as Brian Roth, these agreements cannot assure the continued services of such employees. Any loss of the services of such individuals could have a material adverse effect on the Company’s business, operating results or financial condition.

Potential Conflicts of Interest

Certain of the proposed directors and officers of the Company are also directors and officers of other companies, and conflicts of interest may arise between their duties as officers and directors of the Company and as officers and directors of such other companies.

New Markets

The Company is planning to expand its product offerings into new applications and industry segments. The development of new products or new applications for existing technologies may require existing systems to be adapted or new systems to be acquired in order to successfully compete. Due to cost factors, competitive considerations or other constraints, there can be no assurance that the Company will be able to create new products or penetrate new markets or industry segments. Any inability of the Company to create new products and penetrate new markets or industry segments may adversely affect its business and financial condition and results of operations.

Liability for Actions of Employees, Contractors and Consultants

The Company could be liable for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims against the Company.

The Company is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Company that violates: (i) government regulations; (ii) manufacturing standards; (iii) fraud and abuse laws and regulations; or (iv) laws that require the true, complete, and accurate reporting of financial information or data. It is not always possible for the Company to identify and deter misconduct by its employees and other third parties, and the precautions taken by the Company to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against the Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, the curtailment of the Company’s operations or asset seizures, any of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

Economic Conditions

The Company’s business and financial results are sensitive to global economic conditions, government funding program changes, conditions in the trucking and distribution markets as well as economic factors specific to the Company’s industry. Moreover, since a considerable part of the Company revenue comes from, or the Company operations depend upon, the Company’s business activities outside of Canada, including in the United States, Mexico, Europe, South America, the Middle East and India, the Company’s profitability could be affected by any major event having a negative impact on such foreign economies or the trade relations between Canada and such countries. Similarly, possible downturns in the economy, combined with uncertainties about interest rates, environmental policies and tax policy, could cause the Company’s customers to delay, reduce or cancel capital expenditure plans which in turn could have a negative effect on the Company’s results of operations. Downturns in the economy could also have a

material adverse effect on the business or financial condition of one or more of the Company’s key customers or distributors or on several customers and distributors that, in the aggregate, account for a material portion of the Company’s sales.

Development of the Business of the Company

The development of the business of the Company and its ability to execute on its expansion opportunities described herein will depend, in part, upon the amount of additional financing available. Failure to obtain sufficient financing may result in delaying, scaling back, eliminating or indefinitely postponing expansion opportunities and the business of the Company’s current or future operations. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be acceptable to the Company. In addition, there can be no assurance that future financing can be obtained without substantial dilution to existing shareholders.

Dependence on Key Distributors

The Company will enter into contracts with several dealers for its products. Given economic conditions, supply and demand factors in the industry, the Company’s performance, internal initiatives of the Company’s dealers or other factors, dealers may reduce or eliminate their purchases of the Company’s products or services or may use the competitive environment as leverage to obtain better prices and other concessions from the Company. More specifically, the loss of a key dealer could cause a decline in revenues, which would likely result in a material decline in the Company’s results of operations.

Dependence on Key Suppliers

The success of the Company’s manufacturing operations is dependent on the timely supply of raw materials from the Company’s manufacturers (some of which are international) to ensure the timely delivery of the Company’s products to the Company’s customers. However, disruptions in the Company’s supply chain (as experienced as a result of the COVID-19 pandemic) can impact the Company’s ability to deliver on schedule. Moreover, failure by one or more suppliers to meet performance specifications, quality standards or delivery schedules could adversely affect the Company’s ability to meet the Company’s commitments to customers, in particular if the Company is unable to purchase the key components and parts from those suppliers upon agreed terms or in a cost-effective and timely manner and if the Company cannot find alternative suppliers on commercially acceptable terms. The Company may not be able to recover any costs or liability the Company incurs as a result of any such failure from the applicable supplier, which could have a material adverse effect on the Company’s financial condition or results of operations.

Credit Risk

The Company is exposed to credit risks related to the Company’s accounts receivable in the normal course of business. Trade receivables are presented on the statement of financial position net of an allowance for doubtful accounts, which allowance is based on the Company’s best estimate as to the probability of collecting uncertain accounts. Uncertainty regarding the collection of accounts may derive from various indicators, including deterioration in the creditworthiness of a client or an abnormal delay in payment of past-due invoices.

The Company may be subject to litigation.

The Company may become party to litigation from time to time in the ordinary course of business, which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company such a decision could adversely affect the Company’s ability to continue operating and the market price for the Common Shares and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant company resources.

Forward-Looking Information May Prove Inaccurate

Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risk and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Financial and Accounting Risks

Negative Cash Flow from Operations

The Company had negative cash flow from operating activities for the year ended September 30, 2023. The Company cannot guarantee if it will have positive cash flow from operating activities in future periods. The Company cannot provide any assurance that it will achieve sufficient revenues from sales to achieve or maintain profitability or positive cash flow from operating activities. If the Company does not achieve or maintain profitability or positive cash flow from operating activities, then there could be a material adverse effect on the Company’s business, financial condition and results of operation and the Company may need to deploy a portion of its working capital to fund such negative operating cash flows or seek additional sources of funding, of which there is no assurance that any required funding will be obtained.

The Company did not earn any revenue for the year ended September 30, 2023, and there is no assurance that the Company will earn and be able to increase its revenue in future. In the event that contract awards do not materialize or are delayed and cash flow from operations does not adequately support the fixed costs of the Company, the Company will then be required to re-evaluate its planned expenditures, reallocate its total resources and may require future financings in such a manner as the Board of Directors and management deem to be in the Company’s best interest. This may result in a substantial reduction of the scope of the Company’s existing and planned operations. Failure of potential projects to translate into purchase orders for the Company may also adversely affect the Company’s business, financial condition and results of operations and the price of its Common Shares.

Capital Requirements Associated with Expanded Operations

The Company may not generate sufficient internal cash flow to sustain capital requirements or to expand its business in accordance with its business plans. Accordingly, the Company may need to engage in equity or debt financings to secure additional funds. If the Company raises additional funds through issuances of equity or convertible debt securities, its existing shareholders could suffer significant dilution, and any new equity securities the Company issues could have rights, preferences and privileges superior to those of holders of its Common Shares. Any debt financing secured by the Company in the future could include restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, the Company may not be able to obtain additional financing on terms favorable to it or at all. If the Company is unable to obtain adequate

financing or financing on terms satisfactory to it when the Company requires it, the Company’s ability to continue to support business growth and respond to business challenges could be significantly limited. In addition, the terms of any additional equity or debt issuances may adversely affect the value and price of the Common Shares.

Estimates or Judgments Relating to Critical Accounting Policies

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, as provided in the notes to the Company’s most recently audited financial statements, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. The Company’s operating results may be adversely affected if the assumptions change or if actual circumstances differ from those in the assumptions, which could cause the Company’s operating results to fall below the expectations of investors, resulting in a decline in the share price of the Company.

Insurance Risks

The Company’s policies of insurance may not provide sufficient coverage for losses related to risks inherent in the operation of the Company’s business and the products and services the Company delivers. The Company may not be able to obtain insurance, the insurance placed may not be sufficient to cover losses and insurance deductibles, retention amounts and premiums may increase. These factors could result in significantly increased costs or the Company being responsible for uninsured losses from its activities, which could significantly adversely affect the Company’s business, financial condition and results of operations.

Inflation

The general rate of inflation impacts the economies and business environments in which the Company operates. Inflation increased in 2023 and may continue to increase in 2024. Accordingly, the Company expects that costs of all inputs to the Company’s products, including supplier costs and general employee and overhead costs, will increase. These increases in cost may adversely impact the profitability of our current and future contracts. To the extent that the Company is not able to pass these costs on to the Company’s customers through increased pricing of the Company’s products, the Company’s margins on its products will be reduced. Further, increased pricing of the Company’s products may result in reduced demand and negatively impact the Company’s revenues. Accordingly, increased inflation and any economic conditions resulting from governmental attempts to manage or reduce inflation, such as the imposition of higher interest rates or wage and price controls, may negatively impact the Company’s costs as well as the demand for its products and services, and have a material adverse effect on the Company’s business, financial condition and results of operations.

Risk Associated with Internal Controls

The Company is required to maintain and evaluate the effectiveness of our internal controls over financial reporting under National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings in Canada. Effective internal controls are required for the Company to accurately and reliably report financial results and other financial information. There is no assurance that the Company will be able to

achieve and maintain the adequacy of its internal controls over financial reporting as such standards are modified, supplemented, or amended from time to time, and the Company may not be able to ensure that the Company can conclude on an ongoing basis that our internal controls over financial reporting is effective. The Company’s failure to establish and maintain effective internal controls over financial reporting could result in the Company’s inability to meet our reporting obligations, inability to prevent fraud and inability to detect material misstatements. As a result, any failure to maintain effective internal controls over financial reporting may result in investors losing confidence in the Company’s ability to report timely, accurate and reliable financial and other information, may expose the Company to legal or regulatory actions and may adversely impact the market value of the Company’s Common shares.

Risks Related to the Common Shares

Market for the Common Shares

There can be no assurance that an active trading market for the Common Shares will develop or, if developed, that any market will be sustained. The Company cannot predict the prices at which the Common Shares will trade. Fluctuations in the market price of the Common Shares could cause an investor to lose all or part of its investment in Common Shares. Factors that could cause fluctuations in the trading price of the Common Shares include: (i) announcements of new offerings, products, services or technologies; (ii) commercial relationships, acquisitions or other events by the Company or its competitors; (iii) price and volume fluctuations in the overall stock market from time to time; (iv) significant volatility in the market price and trading volume of renewable energy companies; (v) fluctuations in the trading volume of the Common Shares or the size of the Company’s public float; (vi) actual or anticipated changes or fluctuations in the Company’s results of operations; (vii) whether the Company’s results of operations meet the expectations of securities analysts or investors; (viii) actual or anticipated changes in the expectations of investors or securities analysts; (ix) litigation involving the Company, its industry, or both; (x) general economic conditions and trends; (xii) major catastrophic events; (xiii) escrow releases, sales of large blocks of the Common Shares; (xiv) departures of key employees or members of management; or (xv) an adverse impact on the Company from any of the other risks cited herein.

No History of Payment of Cash Dividends

To date the Company has not declared or paid cash dividends on the Common Shares. The Company intends to retain future earnings to finance the operation, development and expansion of the business. The Company does not anticipate paying cash dividends on the Common Shares in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of the Board and will depend on the Company’s financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that the Board considers relevant.

DIVIDENDS AND DISTRIBUTIONS

The Company has not paid dividends or made distributions on its Common Shares during the past three financial years and through to the date of this AIF.

The Company has no present intention of paying dividends in the near future. It will pay dividends when, as and if declared by the Board. The Company expects to pay dividends only out of retained earnings in the event that it does not require its retained earnings for operations and reserves. There are no

restrictions in the Company’s notice of articles or articles that prevent it from declaring dividends. The Company has no shares with preferential dividend and distribution rights authorized or outstanding.

DESCRIPTION OF CAPITAL STRUCTURE

The Company’s authorized share capital consists of an unlimited number of Common Shares without par value. As of the date of this AIF, there were 45,125,438 Common Shares issued and outstanding as fully paid and non-assessable.

The holders of Common Shares are entitled to 1) dividends, if, as and when declared by the Board of Directors, 2) one vote per Common Share at meetings of the shareholders of the Company and, 3) upon liquidation, to receive such assets of the Company as are distributable to the holders of Common Shares. All Common Shares which are to be outstanding are fully paid and non-assessable. This summary does not purport to be complete and reference is made to the notice of articles and articles of the Company for a complete description of these securities and the full text of their provisions.

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares are listed on the NEO under the trading symbol “VSOL”. The Common Shares were previously listed on the TSXV until August 14, 2022 when they became listed on the NEO.

The following table sets forth the reported monthly high and low sales prices in Canadian dollars for the Common Shares on the NEO for the monthly periods indicated.

Month October 2022 November 2022 December 2022 January 2023 February 2023 March 2023 April 2023 May 2023 June 2023 July 2023 August 2023 September 2023 October 2023	NEO Price Range ($) High Low 0.72 0.52 1.10 0.69 0.87 0.71 1.29 0.74 1.21 0.82 0.87 0.57 1.11 0.69 0.94 0.51 0.65 0.55 0.87 0.53 0.58 0.265 0.29 0.205 0.34 0.14	Total Volume
	High 0.72 1.10 0.87 1.29 1.21 0.87 1.11 0.94 0.65 0.87 0.58 0.29 0.34
		174,052 561,199 276,624 1,821,359 4,788,166 3,210,352 4,163,130 2,226,095 1,014,888 4,439,618 1,887,285 825,219 1,115,342

Month November 2023 December 1 -28, 2023	NEO Price Range ($) High Low 0.345 0.14 0.205 0.14	Total Volume
	High 0.345 0.205
		589,526 529,949

Prior Sales

During the financial year ended September 30, 2023, the following securities of the Company, which are not listed or quoted on a marketplace, were issued:

Date of Issuance January 24, 2023 April 20, 2023 June 9, 2023 June 9, 2023 June 26, 2023 June 26, 2023 July 12, 2023	Aggregate Number and Type of Securities Issued 25,000 Restricted Share Units 50,000 Stock Options 1,715,553 Warrants(1) 37,450 Broker Warrants(1) 809,034 Warrants(1) 6,650 Broker Warrants(1) 50,000 Stock Options	Issue/ Exercise Priceper Security
		N/A $1.00 $0.75 $0.60 $0.75 $0.60 $1.00

Notes:

(1) Issued in connection with the June 2023 Offering

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

Securities held in Escrow

There are no Common Shares or other securities of the Company that are presently held in escrow.

Securities Subject to Contractual Restrictions on Transfer

Pursuant to the Amalgamation Agreement, certain securities of the Company are subject to voluntary resale restrictions for 48 months, with 10% of such securities released 12 months after the Transaction Closing (being August 5, 2023), and 15% of such securities released every six months thereafter. As of the date of this AIF, the following securities of the Company are subject to such voluntary resale restrictions:

Number of Securities Held in

Designation of Class	Escrow	Percentage of Class
Common Shares	10,978,194	24.3%
Performance Warrants	3,450,001	90.0%

DIRECTORS AND OFFICERS

Name, Occupation and Security Holding

The following table sets forth information regarding the Company’s Directors and executive officers. The term of office for the Directors expires at the Company’s next Annual General Meeting.

Name, Province and Country of Residence Brian Roth British Columbia, Canada Austin Thornberry British Columbia, Canada Peter Sherba British Columbia, Canada Scott McLeod(1) British Columbia, Canada Ben Parsons(1) British Columbia, Canada Mark Mukhija(1) British Columbia, Canada	Principal Occupations for the Last Five Years CEO of Three Sixty Solar and former CEO of Solarmass Energy Independent Business Consultant, former Associate at Bank of Montreal, and former Auditor at Ernst & Young LLP Founder of Three Sixty Solar and President of Krueger Electrical Ltd Lawyer Federal lobbyist Head of Sales – North America for Plotlogic Pty Limited General Manager for Motion Metrics Pty Australia Ltd.	Served as a Director of the Company Since August 5, 2022 N/A August 5, 2022 August 5, 2022 April 20, 2023 July 12, 2023	Positions with the Company
			Director Chief Executive Officer Chief Financial Officer Director Director Director Director

Notes:

(1) Member of Audit Committee.

As of the date of the AIF, the Company’s Directors and executive officers, as a group, beneficially owned, directly or indirectly, or exercised control of direction over 9,014,167 Common Shares, representing approximately 19.9% of the issued and outstanding Common Shares.

The following are brief biographies of the above individuals:

Brian Roth – Chief Executive Officer, Director (Age: 44)

Mr. Roth has served in the energy and building science sectors in a variety of roles for over 15 years. With both Professional Engineer and Professional Accountant designations, Mr. Roth is experienced with product development and commercialization, having previously been a part of the management team that grew Point Technologies Inc. in Vancouver, British Columbia from a conceptual start-up to a

commercial success, eventually selling the business. Mr. Roth is dedicated to making the transition to renewable energy sources both technically and economically feasible. Mr. Roth is a graduate of the Sauder School of Business at the University of British Columbia with a Master of Business Administration degree, and of the University of Waterloo with a Bachelor of Applied Science in Mechanical Engineering.

Austin Thornberry – Chief Financial Officer (Age: 30)

Mr. Thornberry is a seasoned finance professional with a background in advising new companies in the venture capital market. He brings extensive experience working with high-growth companies across numerous industries through his past work in the Technology & Innovation banking group at the Bank of Montreal and in the financial services arm of Ernst & Young advising on multiple capital markets transactions. Mr. Thornberry has split his time working in Toronto, ON and Vancouver, British Columbia. He obtained his Bachelor of Commerce at McGill University and has held the CPA, CA, designation since 2019.

Peter Sherba – Director (Age: 60)

Mr. Sherba is a successful business entrepreneur with over 30 years experience in the energy sector. His primary focus is on clean energy initiatives and sustainable development. He has built and sold several successful electrical companies and, in 2017, he started to develop and subsequently built, to Three Sixty Solar’s knowledge, the world’s first solar tower. Mr. Sherba is passionate about providing clean energy solutions, while being mindful of the natural habitats surrounding every project. Mr. Sherba is a recent graduate from BDC Growth Driver Program, a two year program attended through Ivy Business School in Toronto. Leadership and growing a business was the focus. Mr. Sherba also has his FSR A license for any electrical installations including high voltage and energy.

Scott McLeod– Director (Age: 37)

Mr. McLeod is the general counsel for a private investment company specializing in capital raising and gopublic transactions. Previously he practiced as a capital markets and securities lawyer at Clark Wilson LLP in Vancouver since 2019, where he advised public and private companies on financings, initial public offerings, reverse take-overs, mergers and acquisitions, and regulatory compliance. He has assisted companies in raising over $500 million in aggregate. Mr. McLeod graduated from the University of British Columbia with a Bachelor of Commerce in 2008 and a Juris Doctor in 2018.

Ben Parsons – Director (Age: 38)

Mr. Parsons is a political professional and senior federal lobbyist. He advises clients on Indigenous rights and recognition, climate and energy, industrial policy and the regulation of big tech. A former opposition researcher and senior advisor to the federal Liberal caucus, Mr. Parsons is known for his extensive network across politics, government and the news media. In August 2017, Mr. Parson began working as a government relations consultant and now regularly advises C-suite executives, non-profit directors and elected officials, guiding them to develop and advocate for big, meaningful public policy changes. Mr. Parsons also counsels Indigenous communities and some of Canada's largest energy companies on climate policy and the low-carbon energy transition, and works on a variety of projects across the clean tech sector that include solar, carbon capture utilization and storage as well as renewable natural gas.

Mark Mukhija – Director (Age: 38)

Mr. Mukhija brings over 15 years of industrial experience including roles as a mining engineer with global mining companies such as Teck Resources (2006), Barrick (2007), BHP Billiton (2008-2013), and TransAlta (2014-2015). As of June 2023, Mark began a role as the Head of Sales – North America for Plotlogic Pty Limited, a mining technology company which utilises hyperspectral imaging and artificial intelligence technology aimed at sustainably increasing mineral production and reducing waste. Mark was the General Manager (Australia) (January 2020 to May 2023) and Regional manager (September 2018 to January 2020) for Motion Metrics Pty Australia Ltd., an industrial artificial intelligence and machine learning company catering to the mining industry with a specific focus on safety and productivity. Mr. Mukhija was responsible for the P&L, business development, project management, and logistics of the Motion Metrics (Australia) operations. Mr. Mukhija is a Professional Engineer and graduate from the University of British Columbia with a Bachelor of Applied Science in Mining Engineering (2003).

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

No director or executive officer of the Company is, as at the date of this AIF, or has been within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that:

(a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or
(b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Except as disclosed below, no director or executive officer of the Company, nor a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a) is, as at the date of this AIF, or has been within 10 years before the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially control of the Company has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Peter Sherba, a director of the Company, is a director and officer of Krueger Electrical Ltd. (“ Krueger ”), a private company organized under the laws of British Columbia. On October 19, 2023, Krueger was deemed to have made an assignment in bankruptcy and a licensed insolvency trustee was appointed under the Bankruptcy and Insolvency Act (Canada) to administer its assets.

Austin Thornberry, Chief Financial Officer of the Company, has been a director of The Vurger Co Ltd (“ Vurger ”) since April 4, 2022. Vurger is a private limited company incorporated under the Companies Act 2006 (United Kingdom) on July 11, 2016, and formerly operated a chain of a vegan fast food restaurants in England. On April 28, 2023, Vurger entered administration under the Insolvency Act 1986 (United Kingdom), leading to a “pre-packaged” administration sale of its assets which was announced on May 5, 2023.

CONFLICTS OF INTEREST

The Company’s Directors and officers may serve as directors or officers, or may be associated with, other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the Directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction. If a conflict of interest arises, the Company will follow the provisions of the BCBCA dealing with conflict of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company’s directors, disclose his or her interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the Directors and officers of the Company are required to act honestly, in good faith, and the best interest of the Company.

To the best of the Company’s knowledge, and other than disclosed herein, there are no known existing or potential conflicts of interest among the Company, its promoters, directors and officers or other members of management of the Company or of any proposed promoter, director, officer or other member of management as a result of their outside business interests except that certain of the directors and officers serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Company and their duties as a director or officer of such other companies. If a conflict of interest arises at a meeting of the Board, any Director in a conflict will disclose his interest and abstain from voting on such matter.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

The Company is not, and was not, during the most recently completed financial year, engaged in any legal proceedings and none of its property is or was during that period the subject of any legal proceedings. The Company does not know of any such legal proceedings which are contemplated.

Regulatory Actions

During the most recently completed financial year and during the current financial year, the Company is not and has not been the subject of any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor, or entered into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described in this AIF, none of the Directors, executive officers or shareholders, owning or exercising control or direction over more 10% of the Common Shares, or any associate or affiliate of the foregoing, has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year prior to the date of this AIF that has materially affected us or is reasonably expected to materially affect the Company.

TRANSFER AGENTS AND REGISTRARS

Endeavor Trust Corporation, at its Vancouver office located at Suite 702 – 777 Hornby Street, Vancouver, BC V6Z 1S4, is the transfer agent and registrar for the Common Shares.

MATERIAL CONTRACTS

The following are the only material contracts of the Company (other than certain agreements entered into in the ordinary course of business):

(a) the Amalgamation Agreement; and
(b) the Transfer Agent and Registrar agreement dated May 9, 2022.

Copies of these agreements are available for inspection at our offices, during ordinary business hours and are available on SEDAR+ at www.sedarplus.ca.

INTERESTS OF EXPERTS

The Company’s auditors are Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, who prepared the auditor’s report included with the Company’s annual consolidated financial statements for the year ended September 30, 2023. Dale Matheson Carr-Hilton LaBonte LLP has advised that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The Company’s Audit Committee has a charter (the “ Audit Committee Charter ”), the text of which is set out in a copy of the Audit Committee Charter attached hereto as Schedule “A” to this AIF.

The primary function of the Audit Committee is to assist the Board in fulfilling its financial reporting and control responsibilities to the shareholders of the Company and the investment community. The external auditors will report directly to the Audit Committee. The Audit Committee’s primary duties and responsibilities are:

overseeing the integrity of the Company’s financial statements and reviewing the financial reports and other financial information provided by the Company to any governmental body or the public and other relevant documents;
recommending the appointment and reviewing and appraising the audit efforts of the Company’s external auditor, overseeing the external auditor’s qualifications and independence and providing an open avenue of communication among the external auditor, financial and senior management and the Board;
serving as an external and objective party to oversee and monitor the Company’s financial reporting process and internal controls, the Company’s processes to manage business and financial risk, and its compliance with legal, ethical and regulatory requirements; and
encouraging continuous improvement of, and fostering adherence to, the Company’s policies, procedures and practices at all levels.

Composition of the Audit Committee

The Company’s Audit Committee members are Kyle Stevenson (Chair), Robert Birmingham and Scott McLeod. All Audit Committee members are considered to be “independent” and “financially literate” within the meaning of NI 52-110.

An Audit Committee member is independent if the member has no direct or indirect material relationship with the Company that could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

An Audit Committee member is financially literate if s/he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

Each member of the Company’s Audit Committee has the education or experience that provides such member with: (i) an understanding of the accounting principles used by the Company to prepare its financial statements; (ii) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; (iii) experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (iv) an understanding of internal controls and procedures for financial reporting.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed fiscal year has the Company relied on the exemptions in section 2.4 ( De Minimis Non-audit Services ), section 3.2 ( Initial Public Offerings ), section 3.4 ( Events Outside Control of Member ), section 3.5 ( Death, Disability or Resignation of Audit Committee Member ) or Part 8 ( Exemptions ).

Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

At no time since the commencement of the Company’s most recently completed fiscal year has the Corporation relied on the exemption in subsection 3.3(2) ( Controlled Companies ) or section 3.6 ( Temporary Exemption for Limited and Exceptional Circumstances ).

Reliance on Section 3.8

At no time since the commencement of the Company 's most recently completed fiscal year has the Company relied on section 3.8 ( Acquisition of Financial Literacy ).

Audit Committee Oversight

At no time since the commencement of the Company’s financial year ended September 30, 2023 has the Audit Committee made any recommendations to the Board to nominate or compensate any external auditor that was not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter.

External Auditor Services Fees

Audit Committee has reviewed the nature and amount of the non-audit services provided by Dale Matheson Carr-Hilton LaBonte LLP to the Company to ensure auditor independence. Fees incurred with Dale Matheson Carr-Hilton LaBonte LLP for the period ended September 30, 2023, and period ended September 30, 2022 for audit and non-audit services are outlined in the following table:

Nature of Services Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4)	Fees Billed by Auditor in Financial Year Ended September 30, 2023 $83,610 $Nil $Nil $Nil	Fees Billed by Auditor in Financial Year Ended September 30, 2022
		$37,000 $Nil $2,000 $Nil

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. “Audit Fees” include fees for review of tax provisions and for accounting consultations on matters

reflected in the financial statements. “Audit Fees” also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews.
(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits.
(4) “All Other Fees” include all other non-audit services.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. Additional information, including directors’ and officers’ remuneration and indebtedness, the Company’s principal shareholders, and securities authorized for issuance under equity compensation plans, if applicable, is contained in the Filing Statement available on SEDAR+ at www.sedarplus.ca. Additional financial information is provided in our consolidated financial statements and management’s discussion and analysis for the financial year ended September 30, 2023.

SCHEDULE “A”

AUDIT COMMITTEE CHARTER

A-1

THREE SIXTY SOLAR LTD.

(the “Company”)

AUDIT COMMITTEE CHARTER

1. Mandate

The audit committee will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities. The audit committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the audit committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each audit committee member must obtain an understanding of the principal responsibilities of audit committee membership as well and the Company’s business, operations and risks.

2. Composition

The Board will appoint from among its membership an audit committee after each annual general meeting of the shareholders of the Company. The audit committee will consist of a minimum of three directors. The Company’s Corporate Secretary shall be the secretary of the audit committee unless the audit committee otherwise determines.

2.1 Independence

A majority of the members of the audit committee must not be officers, employees or control persons (as such term is defined in the Securities Act (British Columbia)) of the Company.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the audit committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy in its business judgment and shall conclude whether a director meets these qualifications.

3. Meetings

The audit committee shall meet in accordance with a schedule established each year by the Board, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate sessions. A minimum of two of the members of the audit committee present either in person or by telephone shall constitute a quorum. Minutes of each audit committee meeting approved by the Chair and the Secretary of the meeting shall be distributed within thirty days of each meeting. Meeting minutes shall be reviewed and approved by the audit committee at the subsequent audit committee meeting.

4. Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

(a) recommend to the Board the external auditors to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company;
(b) review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;
(c) review the performance of the external auditors and recommend to the Board the re-appointment or change of the external auditors;
(d) review and recommend to the Board the compensation to be paid to the external auditors; and
(e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards.
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4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, revenues and expenses and the creation of obligations, commitments and liabilities of the Company. In carrying out this duty, the audit committee shall:

(a) evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and
(b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

General

(a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

(b) review and take reasonable steps to ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements and Management’s Discussion and Analysis (“MD&A”)

(a) review the draft annual financial statements and MD&A;

(b) meet with management and the external auditors to review the financial statements and the MD&A and the results of the audit, including any difficulties encountered; and

Interim Financial Statements and MD&A

(a) review the draft interim financial statements and MD&A;

(b) meet with management to review financial results and MD&A and, if applicable, the external auditors to review the results of any procedures they may have performed; and

(c) provide a recommendation to the Board with respect to their approval of the interim financial statements and the MD&A.

Release of Other Financial Information

(a) where reasonably possible, review and approve all public disclosure containing financial information, including news releases, prior to its release to the public.

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the audit committee.

Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

De-Minimis Non-Audit Services

(a) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

(i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or

(ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(a) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(i) the pre-approval policies and procedures are detailed as to the particular service;
(ii) the audit committee is informed of each non-audit service; and
(iii) the procedures do not include delegation of the audit committee's responsibilities to management.

4.5 Other Responsibilities

The audit committee shall:

(a) establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters;
(b) establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;
(c) ensure that significant findings and recommendations made by management and the external auditor are received and discussed on a timely basis;
(d) review the policies and procedures in effect for considering officers’ expenses and perquisites;
(e) review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;
(f) perform other oversight functions as requested by the Board; and
(g) review and update this Charter and receive approval of changes to this Charter from the Board.

4.6 Reporting Responsibilities

The audit committee shall regularly update the Board about audit committee activities and make appropriate recommendations.

5. Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the audit committee;
(c) communicate directly with the internal and external auditors; and
(d) have full access to any relevant records of the Company.

In discharging its responsibilities, the audit committee shall have full access to any relevant records of the Company.

6. Guidance – Roles & Responsibilities

The following guidance is intended to provide the audit committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

6.1 Internal Control

(a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;

(b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and

(c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

6.2 Financial Reporting

General

(a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and

(b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and

Annual Financial Statements

(a) review the annual financial statements and assess whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;

(b) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

(c) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

(d) consider management’s handling of proposed audit adjustments identified by the external auditors; and

(e) ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

(a) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

(b) meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and

(c) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

(ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financials statements are consistent with changes in the company’s operations and financing practices;

(iii) generally accepted accounting principles have been consistently applied;

(iv) there are any actual or proposed changes in accounting or financial reporting practices;

(v) there are any significant or unusual events or transactions;

(vi) the Company’s financial and operating controls are functioning effectively;

(vii) the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

(viii) the interim financial statements contain adequate and appropriate disclosures.

6.3 Compliance with Laws and Regulations

(a) periodically obtain updates from management regarding compliance with this charter and industry “best practices”;

(b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

(c) review all communications with and the findings of any examinations by securities regulatory authorities and stock exchanges.

6.4 Other Responsibilities

(a) review, with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements.

AI assistant

Three Sixty Solar Ltd. — Annual Report 2023

42916_rns_2023-12-29_ac4bc8ac-9dc9-4bb6-8c2f-889a0a4ee678.pdf

THREE SIXTY SOLAR LTD.

(formerly, Liberty One Lithium Corp.)

ANNUAL INFORMATION FORM

December 29, 2023

CONTENTS

TERMS OF REFERENCE

MARKET DATA

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All of the forward-looking statements contained in this AIF are expressly qualified by the foregoing cautionary statements.

GLOSSARY OF TERMS

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

General Development of the Business

Summary

Three Year History

The Business of the Company Prior to the Completion of the Transaction

The Business of the Company After the Transaction

The Transaction

Performance Warrants

Liberty One Consolidation

Change of Auditor

Concurrent Financing

OVERVIEW OF BUSINESS

General

Products and Services

Solar Tower Manufacturing

Sources of Revenue

Market Overview

Marketing Plan and Strategy

First Nations

Archer Cleantech

Competitive Conditions

Intellectual Property

Employees

RISK FACTORS

Nature of Business

Demand for Solar Power

Exposure and Sensitivity to Macro-Economic Conditions

Risk of Technological Change

Availability of Solar Energy and Other Natural Variables

Inability to achieve, maintain or obtain profitability

Management of Growth

Intellectual Property

Insurance and Uninsured Risks

Market Development and Growth

Operating Hazards and Risks

Laws and Regulations

Negative Public or Community Response

Limited Operating History

Additional Financing

Competition

Unexpected market disruptions may cause major losses for the Company

The Company will be reliant, in part, on attracting and retaining skilled management and directors

Potential Conflicts of Interest

New Markets

Liability for Actions of Employees, Contractors and Consultants

Economic Conditions

Development of the Business of the Company

Dependence on Key Distributors

Dependence on Key Suppliers

Credit Risk

The Company may be subject to litigation.

Forward-Looking Information May Prove Inaccurate

Financial and Accounting Risks

Negative Cash Flow from Operations

Capital Requirements Associated with Expanded Operations

Estimates or Judgments Relating to Critical Accounting Policies

Insurance Risks

Inflation

Risk Associated with Internal Controls

Risks Related to the Common Shares

Market for the Common Shares

No History of Payment of Cash Dividends

DIVIDENDS AND DISTRIBUTIONS

DESCRIPTION OF CAPITAL STRUCTURE

Three Sixty Solar Ltd. Annual Report 2023