Ms. Tracy Zheng reports

3.2 MW SOLAR PROJECT ANNOUNCED BY POWERBANK

PowerBank Corp. has executed a lease agreement on a 3.2-megawatt DC (direct current) ground-mount solar project known as the Scofield project, in Broome county, New York. The project is expected to be eligible for incentives under the New York State Energy Research and Development Authority (NYSERDA) NY-Sun program.

The project is progressing well, with an interconnection application already under way. Assuming receipt of interconnection approval, the company will work to complete the permitting process and secure the necessary financing for the construction of the project.

Once completed, the project will be operated as a community solar project. Community solar is a group of solar panels with access to the local electricity grid. Once the panels are turned on and generating electricity, clean energy from the site feeds into the local power grid. Depending on the size and number of panels the project has, dozens or even hundreds of renters and homeowners can save money from the electricity that is generated by the project. By subscribing to a project, a homeowner earns credits on their electric bill every month from their portion of the solar power that's generated by the project, accessing the benefits of solar without installing panels on their home. This allows homeowners to realize a reduced cost-per-kilowatt-hour from the power they consume versus standard utility rates.

This project is expected to remain eligible for the United States federal Investment Tax Credits for energy projects under the One Big Beautiful Bill Act of 2025, as physical work began on the project prior to the July 4, 2026, deadline and the physical work is expected to meet the requirements under the IRS Physical Work Test. The project has a total construction value of approximately $8-million (U.S.), and an expected ITC value of approximately $3.2-million (U.S.).

Investment Tax Credits have been available for solar projects since 2006, providing a 30-per-cent tax credit for commercial solar installations that meet specific requirements, with opportunities for ITC bonus adders. The One Big Beautiful Bill Act, signed into law on July 4, 2025, specifies that the Section 48E Investment Tax Credit for solar facilities will be phased out, and projects which have begun construction on or before July 4, 2026, will remain eligible for the tax credits.

The Scofield project is a relocation and redesign of the previously announced Boyle Rd. project.

Compensation matters

Amending agreements to executive officer agreements

The company entered into amending agreements with certain of its executive officers, each as described below:

• Amendment to consulting agreement dated July 1, 2026, between the company and Art Vancouver Productions Inc. pursuant to which Matthew Wayrynen will continue to provide services to the company as executive chair. Pursuant to the Wayrynen amending agreement, the monthly fee for the services of Mr. Wayrynen will be increased to $50,000 (plus applicable taxes) and is subject to further increase to up to $100,000 per month upon the company completing equity or debt financings in an aggregate amount equal to or greater than $25-million (U.S.).
• Amendment to consulting agreement between the company and Light Voltaic Corp. dated July 1, 2026, pursuant to which Dr. Richard Lu will continue to provide services as the chief executive officer of the company. Pursuant to the Dr. Lu amending agreement, the monthly fee for the services of Dr. Lu will be increased to $66,875 (plus applicable taxes) and is subject to further increase to up to $100,000 per month upon the company completing equity or debt financings in an aggregate amount equal to or greater than $25-million (U.S.).
• Amendment to the consulting agreement between the company and The Phoenix Trendz Inc. dated July 1, 2026, pursuant to which Tracy Zheng will continue to provide services as the executive vicepresident, corporate development, of the company. Pursuant to the Zheng amending agreement, the monthly fee for the services of Ms. Zheng will be increased to $33,334 (plus applicable taxes) and is subject to further increase to up to $50,000 per month upon the company completing equity or debt financings in an aggregate amount equal to or greater than $25-million (U.S.).

All of the agreements set forth above have a term of five years.

Amending agreements to consulting agreements

PowerBank also entered into a series of amending agreements with three members of its advisory board and a corporate adviser. The terms of such agreements are for a five-year period. Under the amended terms, each individual adviser will receive a monthly fee of $50,000, payable in a combination of cash and common shares. The corporate adviser continues to receive a monthly fee of $50,000 (U.S.). The fees may be increased upon the completion of equity or debt financings by the company above specified thresholds.

PowerBank also entered into an amending agreement with its general counsel. Under the amended terms, its general counsel will receive a monthly fee of $50,000, payable in a combination of cash and common shares. The fees may be increased upon the completion of equity or debt financings by the company above specified thresholds.

The compensation disclosed in this news release, along with the fees payable to the company's independent directors ($112,500 total for all independent directors for each calendar quarter), are, at the election of the company and subject to stock exchange approval, payable in shares of the company on a quarterly basis based on the closing market price of the company's shares on the last trading day of each quarter.

In addition to the above, the company has also made grants of restricted share units within the current limits set out in its restricted share unit plan to certain directors, officers, employees and consultants.

All dollar amounts herein are in Canadian dollars, unless otherwise specified.

Shares to Solar Flow-Through directors

In addition, the company will issue a total of 298,804 shares to certain former and current directors and officers of Solar Flow-Through Funds Ltd. (SFF). These shares are issuable in connection with outstanding directors fees due to such directors or officers that were assumed as part of the acquisition of Solar Flow-Through Funds.

The issuance of 58,926 shares to Matthew Wayrynen (director and officer of the company) and 58,926 shares indirectly to Frederick Jung (officer of SFF) will be considered related party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security holders in Special Transactions adopted in the policy. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such related parties' participation in the debt settlement as neither the fair market value of the debt settlement of, nor the fair market value of the shares to be issued thereunder, insofar as it involves related parties, is expected to exceed 25 per cent of the company's market capitalization (all as determined under MI 61-101). A material change report will not be filed in connection with this transaction. The securities of the company that will be acquired by the related parties will be acquired pursuant to an exemption from the prospectus requirement in Section 2.14 of National Instrument 45-106. The board of directors of the company approved the issuance of these shares with Mr. Wayrynen abstaining from voting on the approval of the issuance of his shares. As a result of this transaction Mr. Wayrynen and Mr. Jung's percentage ownership of common shares of the company will increase to 1.06 per cent and 0.41 per cent, respectively.

The issuance of shares is subject to final acceptance of the Cboe Canada Exchange Inc. and all shares issued thereunder will be subject to a statutory hold period of four months and a day from the date of issuance in accordance with applicable securities legislation.

PowerBank's proven expertise, with over 100 MW (megawatts) of completed projects and a development pipeline exceeding one GW (gigawatt), underpins the project's execution. Strategic partnerships and institutional-grade development capabilities position PowerBank to deliver reliable, high-impact energy solutions. These capabilities are increasingly valuable as AI (artificial intelligence) and data centre growth place unprecedented demand on the North American grid.

About PowerBank Corp.

PowerBank is a vertically integrated and independent North American energy company helping to power the digital economy. The company develops, builds, owns, and operates solar and battery energy storage systems that deliver reliable and resilient power to the electricity grid, commercial and industrial clients, and municipal and residential off-takers. As AI and digital infrastructure drive unprecedented electricity demand, PowerBank is uniquely positioned to deliver the speed, scale and energy independence that the next generation of power consumers requires, without waiting years for permitting and grid interconnection. The company has a potential development pipeline of over one gigawatt and has developed energy projects with a combined capacity of over 100 megawatts built.

We seek Safe Harbor.