Pacific Green Technologies Inc. - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-54756

PACIFIC GREEN TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		36-4966163
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Suite 10212, 8 The Green

Dover, DE

19901

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (302) 601-4659

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		PGTK		OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

47,026,886 common shares issued and outstanding as of November 21, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4. CONTROLS AND PROCEDURES	11
PART II – OTHER INFORMATION	12
ITEM 1. LEGAL PROCEEDINGS	12
ITEM 1A. RISK FACTORS	12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES	12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4. MINE SAFETY DISCLOSURES	12
ITEM 5. OTHER INFORMATION	12
ITEM 6. EXHIBITS	12

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited condensed consolidated interim financial statements for the three and six months ended September 30, 2022 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

	Index

Condensed Consolidated Interim Balance Sheets	F–2

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss	F–3

Condensed Consolidated Interim Statements of Stockholders Equity	F–4

Condensed Consolidated Interim Statements of Cash Flows	F–5

Notes to the Condensed Consolidated Interim Financial Statements	F–6

F-1

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Interim Balance Sheets

(Unaudited)

(Expressed in U.S. dollars)

	September 30, 2022 $			March 31, 2022 $

Assets

Cash and cash equivalent		3,025,506			6,286,468
Short-term investments and amounts in escrow (Note 3)		1,540,992			1,932,323
Accounts receivable, net of allowance for doubtful accounts of $257,991 and $828,461 at September 30, 2022 and March 31, 2022, respectively		1,984,066			4,884,101
Other receivable, net of allowance for doubtful accounts of $1,725 and $1,512 at September 30, 2022 and March 31, 2022, respectively		136,117			10,599,746
Accrued revenue (Note 8)		237,475			531,947
Prepaid expenses, parts inventory and advances		1,600,563			582,063
Prepaid manufacturing costs (Note 8)		842,959			38,010
Total current assets		9,367,678			24,854,658

Project under development (Note 6)		19,172,509			3,855,792
Property and equipment (Note 4)		964,261			1,166,241
Intangible assets (Note 5)		6,658,772			7,099,748
Right of use asset		527,528			739,091
Security deposits and other advances		927,763			949,644
Total assets		37,618,511			38,665,174

Liabilities and shareholders’ equity

Current liabilities

Accounts payable and accrued liabilities (Note 9)		5,083,979			9,594,787
Warranty provision (Note 11)		822,120			865,451
Contract liabilities (Note 8)		10,100,561			8,143,109
Loans payable (Note 10)		533,324			–
Current portion of lease obligations (Note 15(a))		429,259			472,068
Due to related parties (Note 12)		73,797			4,250
Total current liabilities		17,043,040			19,079,665

Long term loans payable (Note 10)		1,134,102			–
Non – current portion of lease obligation (Note 15(a))		48,585			341,972
Total liabilities		18,225,727			19,421,637

Stockholders’ equity

Preferred stock, 10,000,000 shares authorized, $0.001 par value nil and nil shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively		–			–
Common stock, 500,000,000 shares authorized, $0.001 par value 47,026,886 and 47,026,886 shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively		47,027			47,027
Additional paid-in capital		92,456,115			92,429,203
Accumulated other comprehensive income		1,853,722			2,035,666
Deficit		(91,031,407	)		(85,530,306	)

Total stockholders’ equity before treasury stock		3,325,457			8,981,590

Treasury stock, at cost, 56,162 shares and 56,162 shares at September 30, 2022 and March 31, 2022, respectively		(99,754	)		(99,754	)

Total stockholders’ equity		3,225,703			8,881,836

Noncontrolling interest (Note 7(a) and (b))		16,167,081			10,361,701

Total equity		19,392,784			19,243,537

Total liabilities and stockholders’ equity		37,618,511			38,665,174

Nature of Operations (Note 1)

Commitments (Note 15)

Subsequent Events (Note 17)

(The accompanying notes are an integral part of these consolidated financial statements)

F-2

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

(Expressed in U.S. dollars)

	Three Months Ended September 30, 2022 $			Three Months Ended September 30, 2021 (As restated- Note 2) $			Six Months Ended September 30, 2022 $			Six Months Ended September 30, 2021 (As restated- Note 2) $

Sales (Note 8)
Products		699,289			–			2,354,447			742,291
Services		496,064			138,536			864,782			719,496
Total revenues		1,195,353			138,536			3,219,229			1,461,787
Cost of goods sold (Note 8)
Products		713,040			474,784			1,700,247			1,704,902
Services		341,640			209,276			582,976			500,167
Total cost of goods sold		1,054,680			684,060			2,283,223			2,205,069
Gross profit / (loss)		140,673			(545,524	)		936,006			(743,282	)

Expenses
Advertising and promotion		158,406			148,323			301,673			317,218
Amortization of intangible assets (Note 5)		662			171,821			1,350			342,944
Bad debts (recovery) / expense		(46,534	)		–			(46,534	)		–
Depreciation (Note 4)		49,487			49,777			103,071			99,543
Foreign exchange (gain) / loss		(393,375	)		39,705			104,321			51,578
Management and technical consulting		315,240			782,701			1,304,324			1,528,254
Office and miscellaneous		527,307			415,567			990,076			793,830
Operating lease expense (Note 15)		99,253			120,212			208,990			243,367
Professional fees		460,635			671,009			747,660			947,678
Research and development		–			–			13,772			–
Salaries and wage expenses		1,065,710			1,329,480			2,048,624			2,584,686
Transfer agent and filing fees		17,043			148,048			30,797			161,223
Travel and accommodation		208,463			158,502			399,230			224,615
Warranty and related expense / (recovery) (Note 11)		–			18,159			181,600			(21,648	)
Total expenses		2,462,297			4,053,304			6,388,954			7,273,288
(Loss) / income before other income (expense)		(2,321,624	)		(4,598,828	)		(5,452,948	)		(8,016,570	)
Other income / (expenses)
Financing interest income		10,031			195,325			56,300			292,951
Interest (expense) / income and other		(39,360	)		42,318			(77,711	)		100,732
Total other (expense) / income		(29,329	)		237,643			(21,411	)		393,683

Net loss for the period before noncontrolling interest		(2,350,953	)		(4,361,185	)		(5,474,359	)		(7,622,887	)

Net income attributable to noncontrolling interest (Note 7(a) and (b))		(109,082	)		–			26,742			–

Net loss for the period		(2,241,871	)		(4,361,185	)		(5,501,101	)		(7,622,887	)

Other comprehensive income

Foreign currency translation gain / (loss)		202,891			41,209			(181,944	)		217,325

Comprehensive loss for the period		(2,038,980	)		(4,319,976	)		(5,683,045	)		(7,405,562	)
Net income per share, basic and diluted		(0.05	)		(0.09	)		(0.12	)		(0.16	)
Weight average number of common shares outstanding, basic ⁽¹⁾		47,339,386			47,316,539			47,339,386			47,309,839
Weight average number of dilutive shares outstanding, diluted		47,339,386			47,316,539			47,339,386			47,309,839

(1)

The period ended September 30, 2022, includes 312,500 (2021 – 312,500) stock options as they are exercisable at any time and for nominal cash consideration.

(The accompanying notes are an integral part of these consolidated financial statements)

F-3

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Interim Statements of Stockholders Equity

(Unaudited)

(Expressed in U.S. dollars)

	Common stock				Additional Paid-in		Accumulated Other Comprehensive			Treasury			Noncontrolling					Stockholders’
	Shares #		Amount $		Capital $		Income $			Stock $			Interest $		Deficit $			Equity $
Balance, March 31, 2022		47,026,886		47,027		92,429,203		2,035,666			(99,754	)		10,361,701		(85,530,306	)		19,243,537

Fair value of options granted (Note 13)		–		–		17,718		–			–			–		–			17,718
Noncontrolling interest ((Note 7(a) and (b))		–		–		–		–			–			67,571		–			67,571
Foreign exchange translation loss		–		–		–		(384,835	)		–			–		–			(384,835	)
Net loss for the period		–		–		–		–			–			–		(3,259,230	)		(3,259,230	)

Balance June 30, 2022		47,026,886		47,027		92,446,921		1,650,831			(99,754	)		10,429,272		(88,789,536	)		15,684,761

Fair value of options granted (Note 13)		–		–		9,194		–			–			–		–			9,194
Noncontrolling interest ((Note 7(a) and (b))		–		–		–		–			–			5,737,809		–			5,737,809
Foreign exchange translation gain		–		–		–		202,891			–			–		–			202,891
Net loss for the period		–		–		–		–			–			–		(2,241,871	)		(2,241,871	)

Balance September 30, 2022		47,026,886		47,027		92,456,115		1,853,722			(99,754	)		16,167,081		(91,031,407	)		19,392,784

	Common stock				Additional Paid-in		Accumulated Other Comprehensive					Stockholders’
	Shares #		Amount $		Capital $		Income $		Deficit $			Equity $
Balance, March 31, 2021		46,990,565		46,991		92,327,092		892,732		(74,777,848	)		18,488,967

Fair value of options granted (Note 13)		–		–		13,788		–		–			13,788
Foreign exchange translation gain		–		–		–		176,116		–			176,116
Net loss for the period, as restated		–		–		–		–		(3,261,703	)		(3,261,703	)

Balance June 30, 2021, as restated		46,990,565		46,991		92,340,880		1,068,848		(78,039,551	)		15,417,168

Fair value of options granted (Note 13)		–		–		13,941		–		–			13,941
Shares issued for service		11,321		11		23,989		–		–			24,000
Shares issued on the exercise of stock options		25,000		25		225		–		–			250
Foreign exchange translation gain		–		–		–		41,209		–			41,209
Net loss for the period, as restated		–		–		–		–		(4,361,185	)		(4,361,185	)

Balance September 30, 2021, as restated		47,026,886		47,027		92,379,035		1,110,057		(82,400,736	)		11,135,383

(The accompanying notes are an integral part of these consolidated financial statements)

F-4

PACIFIC GREEN TECHNOLOGIES INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited)

(Expressed in U.S. dollars)

	Six Months Ended September 30, 2022			Six Months Ended September 30, 2021 (As restated- Note 2)
	$			$
Operating activities
Net loss for the period		(5,501,101	)		(7,622,887	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets (Note 5)		440,084			781,678
Depreciation (Note 4)		103,071			99,543
Fair value of stock options granted		26,912			27,729
Financing interest		–			(292,951	)
Gain / (loss) on unrealized foreign exchange		741,527			(59,013	)
Lease finance charge		–			9,453
Operating lease expense (Note 15)		208,990			243,367
Shares issued for services		–			24,000
Changes in operating assets and liabilities:
Short-term investments and amounts held in trust		391,331			238,149
Accounts receivable and other receivables		3,001,963			5,328,353
Accrued revenue		294,472			1,574,584
Prepaid expenses, parts inventory and advances		(1,018,499	)		(816,960	)
Security deposit		21,881			–
Lease payments		(249,024	)		(273,144	)
Prepaid manufacturing costs		(804,949	)		25,162
Accounts payable and accrued liabilities		(4,510,808	)		(11,633,333	)
Warranty provision		(43,331	)		(274,464	)
Contract liabilities		1,957,452			5,434,882
Due to related parties		69,547			(174,837	)
Net cash used in operating activities		(4,870,482	)		(7,360,689	)

Investing activities
Additions of property and equipment		(9,052	)		(29,535	)
Projects under development		(15,316,717	)		(235,304	)
Net cash used in investing activities		(15,325,769	)		(264,839	)

Financing activities
Noncontrolling interest (Note 7(a) and (b))		16,167,081			–
Proceeds from loan facility (Note 10)		1,667,426			–
Proceeds on option exercise		–			250
Net cash provided by investing activities		17,834,507			250

Effect of foreign exchange rate changes on cash		(899,218	)		97,547
Change in cash and cash equivalents		(3,260,962	)		(7,527,731	)
Cash and cash equivalents, beginning of period		6,286,468			23,436,417
Cash and cash equivalents, end of period		3,025,506			15,908,686

(The accompanying notes are an integral part of these consolidated financial statements)

F-5

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

1.	Nature of Operations

Pacific Green Technologies Inc. (the “Company”) was incorporated in the state of Delaware, USA on March 10, 1994. The Company is in the business of acquiring, developing, and marketing environmental technologies, with a focus on emission control technologies.

The condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. In the opinion of management, the accompanying condensed consolidated interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of these condensed consolidated interim financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

F-6

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

2.	Significant Accounting Policies

(a)

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America and are expressed in U.S. dollars. The following accounting policies are consistently applied in the preparation of the consolidated financial statements. These consolidated financial statements include the accounts of the Company and the following entities:

Pacific Green Innoergy Technologies Ltd. (“Innoergy”) (Formerly Innoergy Ltd.)		Wholly-owned subsidiary
Pacific Green Marine Technologies Group Inc. (“PGMG”)		Wholly-owned subsidiary
Pacific Green Marine Technologies Inc. (PGMT US)		Wholly-owned subsidiary of PGMG
Pacific Green Technologies (UK) Ltd. (Formerly Pacific Green Marine Technologies Ltd.) (“PGTU”)		Wholly-owned subsidiary of PGMG
Pacific Green Technologies (Middle East) Holdings Ltd. (“PGTME”)		Wholly-owned subsidiary
Pacific Green Technologies Arabia LLC (“PGTAL”)		70% owned subsidiary of PGTME
Pacific Green Marine Technologies (USA) Inc. (inactive)		Wholly-owned subsidiary of PGMG
Pacific Green Technologies (Canada) Inc. (“PGT Can”) (Formerly Pacific Green Marine Technologies Inc.		Wholly-owned subsidiary
Pacific Green Solar Technologies Inc. (“PGST”)		Wholly-owned subsidiary
Pacific Green Corporate Development Inc. (“PGCD”) (formerly Pacific Green Hydrogen Technologies Inc.)		Wholly-owned subsidiary
Pacific Green Wind Technologies Inc (“PGWT”)		Wholly-owned subsidiary
Pacific Green Technologies International Ltd. (“PGTIL”)		Wholly-owned subsidiary
Pacific Green Technologies Asia Ltd.(“PGTA”)		Wholly-owned subsidiary of PGTIL
Pacific Green Technologies Engineering Services Limited (Formally Pacific Green Technologies China Ltd. (“PGTESL”)		Wholly-owned subsidiary of PGTA
Pacific Green Technologies (Australia) Pty Ltd. (“PGTAPL”)		Wholly-owned subsidiary of PGTA
Pacific Green Environmental Technologies (Asia) Ltd. (“PGETA”)		50.1% owned subsidiary
Pacific Green Technologies (Shanghai) Co. Ltd. (“Engin”) (Formerly Shanghai Engin Digital Technology Co. Ltd)		Wholly-owned subsidiary
Guangdong Northeast Power Engineering Design Co. Ltd. (“GNPE”)		Wholly-owned subsidiary of ENGIN
Pacific Green Energy Parks Inc. (“PGEP”)		Wholly-owned subsidiary
Pacific Green Energy Storage Technologies Inc. (“PGEST”)		Wholly-owned subsidiary of PGEP
Pacific Green Energy Storage (UK) Ltd. (“PGESU”) (Formerly Pacific Green Marine Technologies Trading Ltd.)		Wholly-owned subsidiary of PGEP
Pacific Green Battery Energy Parks 1 Ltd. (“PGBEP”)		50% owned subsidiary of PGESU
Pacific Green Battery Energy Parks 2 Ltd. (“PGBEP2”)		Wholly-owned subsidiary of PGESU
Richborough Energy Park Ltd. (“Richborough”)		Wholly-owned subsidiary of PGBEP

All inter-company balances and transactions have been eliminated upon consolidation.

F-7

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

2.	Significant Accounting Policies (continued)

(b)

Restatement of Financial Statements

In June 2022, while preparing the financial statements for the year-ending March 31, 2022, the Company identified errors in previously issued unaudited quarterly financial statements. Refer to Note 2 and Note 22 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2022, for additional information regarding the impact of the restatement on the Company’s unaudited condensed consolidated statement of operations and certain note presentation.

Revenue and cost of sales has been adjusted to record revenue on marine scrubber contracts as a single performance obligation recognized over time.

Cost of sales has been adjusted to include amortization of certain intangible assets, commission amounts, salaries and wages, and technical consulting costs that had previously been included within other expense captions in the financial statements.

The impact on the interim consolidated statement of cash flows has been reclassified within the operating activities for all periods presented.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

	Three months ended September 30, 2021									Six months ended September 30, 2021
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
	$			$			$			$			$			$

Revenue		239,381			(100,845	)		138,536			2,892,820			(1,431,033	)		1,461,787
Cost of goods sold		106,429			577,632			684,060			1,808,909			396,160			2,205,069
Gross profit / (loss)		132,952			(678,476	)		(545,524	)		1,083,911			(1,827,194	)		(743,283	)

Amortization of intangible assets		391,188			(219,367	)		171,821			781,678			(438,734	)		342,944
Consulting fees, technical support, and commissions		991,101			(208,400	)		782,701			2,045,454			(517,201	)		1,528,253
Salaries and wage expenses		1,393,514			(64,034	)		1,329,480			2,795,494			(210,808	)		2,584,686
Operating expenses		4,545,105			(491,801	)		4,053,304			8,440,030			(1,166,742	)		7,273,288
Net loss for the period		(4,174,510	)		(186,675	)		(4,361,185	)		(6,962,436	)		(660,451	)		(7,622,887	)
Comprehensive loss for the period		(4,133,301	)		(186,675	)		(4,319,976	)		(6,745,111	)		(660,451	)		(7,405,562	)

Basic and diluted income / (loss) per share		(0.09	)					(0.09	)		(0.15	)					(0.16	)

F-8

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

2.	Significant Accounting Policies (continued)

(c)

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. As a smaller reporting company, this ASU is effective for fiscal years beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this ASU on its Consolidated Financial Statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and management does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.	Short-term Investments and Amounts in Escrow

At September 30, 2022, the Company has a $57,948 (March 31, 2022 - $60,837) Guaranteed Investment Certificate (“GIC”) held as security against a corporate credit card. The GIC bears interest at 0.5% per annum and matures on December 13, 2022.

At September 30, 2022, the Company’s solicitor is holding $1,483,044 (March 31, 2022 - $1,871,486) relating to proceeds under customer contracts to be released upon satisfying performance obligations.

4.	Property and Equipment

	Cost $		Accumulated depreciation $			September 30, 2022 Net carrying value $		March 31, 2022 Net carrying value $

Building		918,039		(195,542	)		722,497		857,922
Furniture and equipment		371,425		(196,760	)		174,665		202,764
Computer equipment		15,393		(13,995	)		1,398		4,368
Leasehold improvements		9,963		(6,974	)		2,989		19,401
Testing equipment- scrubber system		132,513		(69,801	)		62,712		81,786

Total		1,447,333		(483,072	)		964,261		1,166,241

For the three and six months ended September 30, 2022, the Company recorded $49,487 (2021 – $49,777) and $103,071 (2021 – $99,543) in depreciation expense on property and equipment.

F-9

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

5.	Intangible Assets

	Cost $		Accumulated amortization $			Cumulative impairment $			September 30, 2022 Net carrying value $		March 31, 2022 Net carrying value $

Patents and technical information		35,852,556		(8,743,147	)		(20,457,255	)		6,652,154		7,090,887
Software licensing		12,830		(6,212	)		–			6,618		8,861

Total		35,865,386		(8,749,359	)		(20,457,255	)		6,658,772		7,099,748

For the three and six months ended September 30, 2022, the Company recorded $220,029 (2021 – $391,188) and $440,084 (2021 – $781,678) in amortization expense on intangible assets.

For the three and six months ended September 30, 2022, the Company has allocated $219,367 (2021 - $219,367) and $438,734 (2021 - $438,734) of amortization of patents and technical information to cost of goods sold. The amount remaining in amortization expense is $662 (2021 - $171,821) and $1,350 (2021 - $342,944) for the three and six months ended September 30, 2022.

Future amortization of intangible assets is as follows based on fiscal year:

	$

2023		439,984
2024		880,132
2025		880,132
2026		877,452
2027		877,452
Thereafter		2,703,620

Total		6,658,772

F-10

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

6.	Acquisition of Richborough Energy Park Ltd.

On March 18, 2021, the Company acquired all the issued and outstanding stock of Richborough Energy Park Ltd., a United Kingdom company in the business of battery energy storage systems.

The purchase consideration included cash payments of $681,957 (£494,351) made on March 18, 2021 and three conditional payments of $515,622 (£374,500) each on specified dates according to the share purchase agreement. The first conditional payment was made in May 2021. The second conditional payment was made in June 2022. The third and final payment is planned to be made in March 2023.

Total purchase consideration was estimated at $2,166,452, inclusive of the fair value of the conditional payments, which were considered probable at the acquisition date. The value attributed to the identifiable assets acquired and liabilities assumed are cash of $1, other net working capital of $535, security deposit of $164,799, and project under development of $2,001,116. The consideration was allocated on a relative fair value basis to the assets acquired and liabilities assumed. For the year ended March 31, 2022, additions of $1,854,676 to project under development were recorded. For the six months ended September 30, 2022, additions of $15,316,717 to project under development were recorded.

F-11

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

7.	Noncontrolling Interest

(a)

On March 30, 2022, the Company entered into an agreement with Green Power Reserves Limited (“GPR”), wherein GPR agreed to make an equity investment of $16.3 million (£13.0 million) for a fifty percent shareholding in Pacific Green Battery Energy Parks 1 Limited (“PGBEP”). The Company retains control over PGBEP by virtue of holding 65% of the voting rights and appointing two of the three directors. The Company received $9.4 million (£7.2 million) for the three months ended June 30, 2022 and a further $6.7 million (£5.6 million) for the three months ended September 30, 2022. It will receive the remaining $0.2 million (£0.2 million) demand as project cash requirements demand.

Details of the carrying amount of the noncontrolling interests are as follows:

	$

Non-redeemable noncontrolling interest, March 31, 2022		10,361,701
Noncontrolling interest coupon distribution		115,240
Net income attributable to noncontrolling interest, June 30, 2022		24,464

Non-redeemable noncontrolling interest, June 30, 2022		10,501,405

Non-redeemable noncontrolling interest contribution		5,778,638
Noncontrolling interest coupon distribution		–
Net loss attributable to noncontrolling interest, September 30, 2022		(52,921	)

Non-redeemable noncontrolling interest, September 30, 2022		16,227,122

(b)

On December 2, 2020, the Company signed an agreement with Amr Khashoggi Trading Company Limited (“Amkest Group”) to incorporate a company in the Kingdom of Saudi Arabia for the sale of Pacific Green’s environmental technologies within the region. The Company holds 70% interest. The Company incorporated Pacific Green Technologies Arabia LLC on November 23, 2021. The Company has paid in share capital and loans amounting to $504,849 to fund operational expenses from April 1, 2022.

Details of the carrying amount of the noncontrolling interests are as follows:

	$

Redeemable noncontrolling interest, March 31, 2022	–
Redeemable noncontrolling interest receivable from Amkest Group		(68,253	)
Net loss attributable to noncontrolling interest, June 30, 2022		(3,880	)

Redeemable noncontrolling interest, June 30, 2022		(72,133	)

Written - off redeemable noncontrolling interest receivable from Amkest Group		68,253
Net loss attributable to noncontrolling interest, September 30, 2022		(56,161	)

Non-redeemable noncontrolling interest, September 30, 2022		(60,041	)

F-12

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

8.	Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities

The Company derives revenue from the sale of products and delivery of services. Revenue disaggregated by type for the three and six months ended September 30, 2022, and 2021 is as follows:

	Three Months Ended September 30, 2022 $		Three Months Ended September 30, 2021 $		Six Months Ended September 30, 2022 $		Six Months Ended September 30, 2021 $

Products		699,289		–		2,354,447		742,291
Services		496,064		138,536		864,782		719,496

Total		1,195,353		138,536		3,219,229		1,461,787

Revenue from services include specific services provided to marine scrubber systems as well as design and engineering services for Concentrated Solar Power. Contracts for specific services provided to marine scrubber systems represent maintenance services. Contracts for Concentrated Solar Power include design and engineering services provided to clients. Revenue for service contracts is recognized as the services are provided.

Service revenue by type for the three and six months ended September 30, 2022, and 2021 is as follows:

	Three Months Ended September 30, 2022 $		Three Months Ended September 30, 2021 $		Six Months Ended September 30, 2022 $		Six Months Ended September 30, 2021 $

Specific services provided to marine scrubber systems		362,649		39,674		651,552		408,467
Design and engineering services for Concentrated Solar Power		133,415		98,862		213,229		311,029

Total		496,064		138,536		864,781		719,496

The Company has analyzed its sales contracts under ASC 606 and has identified that the percentage of completion of the contract often is not directly correlated with contractual billing terms with customers. As a result of the timing differences between customer sales invoices and percentage of completion of the contract, contractual assets and contractual liabilities have been recognized.

F-13

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

8.	Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities (continued)

Changes in the Company’s contract assets and liabilities for the periods are noted as below:

	Accrued Revenue $			Prepaid Manufacturing Costs $			Sales (Cost of Goods Sold) $			Contract Liabilities $

Balance, March 31, 2021		1,574,584			1,065,465						(11,580,894	)

Customer receipts and receivables		–			–			–			(9,242,318	)
Scrubber sales recognized in revenue		–						12,680,103			12,680,103
Payments and accruals under contracts		(1,042,637	)		1,478,124			–			–
Cost of goods sold recognized in earnings		–			(2,505,579	)		(2,505,579	)		–

Balance, March 31, 2022		531,947			38,010						(8,143,109	)

Customer receipts and receivables		–			–			–			(4,311,899	)
Scrubber sales recognized in revenue		–						2,354,447			2,354,447
Payments and accruals under contracts		(294,472	)		2,505,196			–			–
Cost of goods sold recognized in earnings		–			(1,700,247	)		(1,700,247	)		–

Balance, September 30, 2022		237,475			842,959						(10,100,561	)

F-14

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

8.	Sales, Prepaid Manufacturing Costs, Cost of Goods Sold, and Contract Liabilities (continued)

Cost of goods sold for the period ended September 30, 2022 and 2021 is comprised as follows:

	Three Months Ended September 30, 2022 $		Three Months Ended September 30, 2021 $		Six Months Ended September 30, 2022 $		Six Months Ended September 30, 2021 $

Scrubber costs recognized		419,736		–		1,042,901		584,286
Salaries and wages		23,940		85,623		86,319		250,055
Amortization of intangibles		219,367		219,367		438,734		438,734
Commission type costs		49,997		169,794		132,293		431,827
Design and engineering services for CSP		51,232		16,909		150,200		179,863
Specific services provided to marine scrubber systems		290,408		192,367		432,776		320,304
Total		1,054,680		684,060		2,283,223		2,205,069

As of September 30, 2022, Contract liabilities included $8,038,674 (March 31, 2022 - $8,098,009) aggregate cash receipts from one customer relating to nineteen vessels. At March 31, 2021 all nineteen had been postponed under the terms of a Postponement Agreement dated February 2, 2021, with an option to either proceed or cancel. Under a subsequent Option Agreement dated August 9, 2021, six of these vessels were contracted by the customer to proceed. None of the total contract liability at September 30, 2022 relates to these six vessels. The contract liability balance was mainly related to the other thirteen postponed vessels in the Postponement Agreement, which is due to expire on February 9, 2023. Should the thirteen vessels that are currently postponed remain as such at the expiry date, since there is no obligation to return the funds to the client, the contract liability would be recognized as revenue in full at that point in time.

9.	Accounts Payable and Accrued Liabilities

	September 30, 2022 $		March 31, 2022 $

Accounts payable		1,210,997		757,102
Accrued liabilities		3,712,301		8,567,795
Loans payable		–		55,003
Payroll liabilities		160,681		214,887

Total short term accounts payable and accrued liabilities		5,083,979		9,594,787
Long term accounts payable and accrued liabilities		–		–

Balance, end of period		5,083,979		9,594,787

10.

Loans Payable

On June 16, 2022, the Company signed a Facilities Agreement with Close Leasing Limited, for a total of £28.25 million ($34.90 million) for the Richborough project. This constitutes a development facility at 4.5% above bank base rate until December 31, 2023. This will then be refinanced to a 5-year term loan, on a 10-year amortization profile. The term loan will bear interest at 4.5% above bank base rate for 20% of the balance, and a fixed rate of 7.173% for the 5-year period on the remaining 80% of the balance. There is also a revolving credit facility of up to £1.19 million ($1.47 million) available until March 31, 2024.

As at September 30, 2022, a total of £1,018,594 ($1,134,102) of the development facility had been utilized. This is not repayable until the development facility has been refinanced into the term facility. Meanwhile a total of £479,005 ($533,324) of the revolving credit facility was drawn as at September 30, 2022.

As at September 30, 2022, the Company is compliant with all financial covenants specified in the Facilities Agreement.

	September 30, 2022 $		March 31, 2022 $

Loans payable		533,324		–
Long term loans payable		1,134,102		–
Balance, end of period		1,667,426		–

F-15

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

11.

Warranty Costs

During the three and six months ended September 30, 2022, the Company recorded a non-cash warranty expense of $nil (2021 - $18,159) and $181,600 (2021 - warranty recovery of $21,648) as the Company provides warranties to customers for the design, materials, and installation of scrubber units. Product warranty is recorded at the time of sale and will be revised based on new information as system performance data becomes available.

A summary of the changes in the warranty costs is shown below:

	September 30, 2022 $			March 31, 2022 $

Balance, beginning of period		865,451			2,425,107
Provision for warranty, net of expirations		181,600			(731,529	)
Warranty recoveries (costs)		(224,931	)		(828,127	)

Balance, end of period		822,120			865,451

12.

Related Party Transactions

(a)

At September 30, 2022, the Company owed $73,797 to (March 31, 2022 – $4,250) companies controlled by a director and officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(b)

During the three and six months ended September 30, 2022, the Company incurred $206,072 (2021 – $254,240) and $426,910 (2021 – $459,992) in consulting fees, salaries, and commissions to companies controlled by a director of the Company.

(c)

During the three and six months ended September 30, 2022, the Company incurred $46,289 (2021– $12,750) and $101,154 (2021– $25,500) in consulting fees to a director, or companies controlled by a director of a Subsidiary of the Company.

(d)

During the three and six months ended September 30, 2022, the Company incurred $201,072 (2021– $nil) and $505,572 (2021– $nil) in consulting fees to a director, or companies controlled by a director of the Company.

F-16

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

13.

Stock Options

The following table summarizes the continuity of stock options:

	Number of options			Weighted average exercise price $		Weighted average remaining contractual life (years)		Aggregate intrinsic value $

Balance, March 31, 2021		3,302,500			1.52		0.72		2,300,425

Granted		125,000			1.14
Exercised		(25,000	)		0.01
Forfeited		(2,865,000	)		1.70

Balance, March 31, 2022		537,500			0.56		1.43		170,125

Balance, September 30, 2022		537,500			0.56		0.95		227,638

Balance, September 30, 2022, vested and exercisable		512,500			0.55		0.89		225,463

Additional information regarding stock options outstanding as at September 30, 2022 is as follows:

Issued and Outstanding
Number of shares	Weighted average remaining contractual life (years)		Exercise price $

312,500		0.25		0.01
25,000		0.29		2.26
25,000		1.29		1.03
50,000		1.5		1.50
25,000		2.30		0.90
20,000		2.46		1.20
40,000		2.46		1.20
40,000		2.84		1.20
537,500

The estimated fair value of the stock options was being recorded over the requisite service period to vesting. For the three and six months ended September 30, 2022, the fair value of $9,194 (2021 - $13,941) and $26,912 (2021 - $27,729) was recorded as salaries expense.

The fair values were estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions:

	Three and Six Months Ended September 30, 2022

Risk-free interest rate		1.90	%
Expected life (in years)		3.12
Expected volatility		129	%

F-17

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

14.

Segmented Information

The Company is located and operates in North America and its subsidiaries are primarily located and operating in Europe and Asia.

	September 30, 2022
	North America $		Europe $		Asia $		Total $

Property and equipment		69,582		170,784		723,895		964,261
Intangible Assets		6,652,154		–		6,618		6,658,772
Right of use assets		–		380,696		146,832		527,528

		6,721,736		551,480		877,345		8,150,561

	March 31, 2022
	North America $		Europe $		Asia $		Total $

Property and equipment		105,599		198,352		862,290		1,166,241
Intangible Assets		7,090,887		–		8,861		7,099,748
Right of use assets		10,462		532,976		195,653		739,091

		7,206,948		731,328		1,066,804		9,005,080

	Three months ended September 30, 2022
	North America $			Europe $			Asia $			South America $			Total $

Revenues by customer region		810			253,286			917,564			23,693			1,195,353
COGS by customer region		541			169,204			880,512			4,423			1,054,680
Gross Profit by customer region		269			84,082			37,052			19,270			140,673
GP% by customer region		33	%		33	%		4	%		81	%		12	%

F-18

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

	Three months ended September 30, 2021
	Europe $			Asia $			South America $			Total $

Revenues by customer region		35,544			45,992			57,000			138,536
COGS by customer region		647,125			19,916			17,019			684,060
Gross Profit by customer region		(611,581	)		26,076			39,981			(545,524	)
GP% by customer region		-1721	%		57	%		70	%		-394	%

	Six months ended September 30, 2022
	North America $			Europe $			Asia $			South America $			Total $

Revenues by customer region		20,483			2,157,780			1,012,272			28,694			3,219,229
COGS by customer region		10,236			1,279,280			985,451			8,256			2,283,223
Gross Profit by customer region		10,247			878,500			26,821			20,438			936,006
GP% by customer region		50	%		41	%		3	%		71	%		29	%

	Six months ended September 30, 2021
	Europe $			Asia $			South America $			Total $

Revenues by customer region		1,141,685			165,602			154,500			1,461,787
COGS by customer region		2,003,465			155,477			46,127			2,205,069
Gross Profit by customer region		(861,780	)		10,125			108,373			(743,282	)
GP% by customer region		-75	%		6	%		70	%		-51	%

For the three and six months ended September 30, 2022, 59% (2021 – 88%) and 61% (2021 – 21%) of the Company’s revenues were derived from the largest customer.

F-19

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

15.

Commitments

(a)

The Company’s subsidiaries have entered into two long-term operating leases for office premises in London, United Kingdom, and Shanghai, China. These lease assets are categorized as right of use assets under ASU No. 2016-02.

Long-term premises lease	Lease commencement	Lease expiry	Term (years)	Discount rate*

London, United Kingdom	April 1, 2019	December 25, 2023	3.75	4.50%
Shanghai, China	March 1, 2020	May 31, 2025	5.25	4.65%

*	The Company determined the discount rate with reference to mortgages of similar tenure and terms.

Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company’s operating lease does not provide an implicit rate, the discount rate used to determine the present value of the lease payments is the collateralized incremental borrowing rate based on the remaining lease term. The operating lease asset excludes lease incentives. The operating leases do not contain an option to extend or terminate the lease term at the Company’s discretion, therefore no probable renewal has been added to the expiry date when determining lease term. Operating lease expense is recognized on a straight-line basis over the lease term.

Lease cost for the three and six months are summarized as follows:

		Three Months Ended September 30, 2022 $				Three Months Ended September 30, 2021 $				Six Months Ended September 30, 2022 $				Six Months Ended September 30 2021 $
Operating lease expense *			99,253				120,212				208,990				243,367

*	Including right of use amortization and imputed interest. Lease payments include maintenance, operating expense, and tax.

The Company has entered into premises lease agreements with minimum annual lease payments expected over the remaining three fiscal years of the lease as follows:

	$

2023		293,596
2024		144,210
2025		49,098
Total future minimum lease payments		486,904
Imputed interest		(9,060	)
Operating lease obligations		477,844

(b)

On July 14, 2017, the Company entered into a new memorandum of understanding to establish a new joint venture company in China with a non-related party (the “Supplier”) wherein the Supplier would receive and process orders, manufacture, and install products for the Company’s customers. In return, the Company agreed to design the product, provide strategic pricing, sales and marketing direction, as well as provide technology licenses and technical support (the “Technology”) to the Supplier. During the term of the agreement, the Company will provide the Supplier with a non-transferrable right and license to use the Technology to manufacture and install the product within the Asia and Russia region.

The parties will fund the venture proportionately, 50.1% by the Company and 49.9% by the Supplier, and excess operating cash flows will be distributed on a quarterly basis. Neither party have funded the joint venture to date and there has been no revenue and expense associated with it.

F-20

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

16.

Income Taxes

The majority of our revenues from international sales are invoiced from and collected by our U.S. entity and recognized as a component of income before taxes in the United States as opposed to a foreign jurisdiction. The components of income before income taxes by U.S. and foreign jurisdictions were as follows:

	September 30, 2022 $			September 30, 2021 $

United States		(3,394,876	)		(6,683,565	)
Foreign		(2,106,225	)		(939,322	)

Net loss before taxes		(5,501,101	)		(7,622,887	)

The following table reconciles the income tax expense (benefit) at the statutory rates to the income tax (benefit) at the Company’s effective tax rate.

	September 30, 2022 $			September 30 2021 $

Net loss before taxes		(5,501,101	)		(7,622,887	)
Statutory tax rate		21	%		21	%

Expected income tax recovery		(1,155,231	)		(1,600,806	)
Permanent differences and other		40,258			18,541
Foreign tax rate difference		1,907			(33,116	)
Change in valuation allowance		1,113,066			1,613,381

Income tax provision		–			–

Current		–			–
Deferred		–			–

Income tax provision		–			–

At September 30, 2022, the Company is current with statutory corporate income tax filings. Certain of the amounts presented above are based on estimates and what management believes are prudent filing positions. The actual losses available could differ from these estimates upon assessment and review by taxation authorities. U.S. federal and state income tax returns filed by us remain subject to examination for income tax years 2013 and subsequent. Canadian federal and provincial income tax returns filed by us remain subject to examination for income tax years 2018 and subsequent. Income tax returns associated with our operations located in the United Kingdom and China are subject to examination for income tax years 2017 and subsequent.

Tax positions are evaluated for recognition using a more-likely than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information.

The Company estimates that is has accumulated estimated net operating losses of approximately $28.6 million which were incurred mainly in the U.S, and which don’t begin to expire until 2033. In addition, the Company estimates that it has approximately $4.6 million in losses available in the United Kingdom. Historical losses in the U.S., are subject to limitations on use due to deemed changes in control for tax purposes. This impacts the timing and opportunity to use certain losses.

F-21

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Condensed Consolidated Interim Financial Statements

September 30, 2022

(Unaudited)

(Expressed in U.S. dollars)

17.

Subsequent Events

Funding arrangements

(a)

Between November 5 and November 7, 2022, a wholly owned United Kingdom subsidiary of the Company (Pacific Green Energy Parks (UK) Limited) executed five individual loan agreements, each for £100,000 and an aggregate of £500,000 (approximately $570,000) with counterparties resident in Australia, one of which is an entity related to Mr. Alexander Shead, independent director of the Company and all of which were arranged by Mr. Alexander Shead. The funds were received by the UK subsidiary between November 7 and November 14, 2022.

(b)

On November 8, 2022, a wholly owned United Kingdom subsidiary of the Company (Pacific Green Energy Parks (UK) Limited) executed a loan agreement for $226,000 with an entity resident in the USA which is related to Mr. Peter Rossbach, independent director of the Company. The funds were received by the UK subsidiary on November 9, 2022.

Board of directors and audit committee

(c)

Effective November 14, 2022, Eric Prouty resigned as a non-executive director from board of directors of the Company. Mr. Prouty’s resignation did not result from any disagreement with the Company regarding our policies, practices, or otherwise. Simultaneously, Mr Prouty resigned as chair of the audit committee. On November 18, 2022, Mr. Alexander Shead was appointed interim chair of the audit committee.

F-22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our”, the “Company”, and “our company” mean Pacific Green Technologies Inc., a Delaware corporation, and our wholly owned subsidiaries, (1) Pacific Green Innoergy Technologies Ltd., a United Kingdom company, (2) Pacific Green Marine Technologies Group Inc., a Delaware corporation, (3) Pacific Green Marine Technologies Inc., a Delaware corporation, (4) Pacific Green Technologies (UK) Ltd. (Formerly Pacific Green Marine Technologies Ltd.), a United Kingdom company, (5) Pacific Green Technologies (Middle East) Holdings Ltd., a United Arab Emirates company, (6) Pacific Green Technologies Arabia LLC, 70% owned, a Kingdom of Saudi Arabia company, (7) Pacific Green Marine Technologies (USA) Inc., a Delaware corporation (inactive), (8) Pacific Green Technologies (Canada) Inc. (Formerly Pacific Green Marine Technologies Inc.), a Canadian corporation, (9) Pacific Green Solar Technologies Inc., a Delaware corporation, (10) Pacific Green Corporate Development Inc. (formerly Pacific Green Hydrogen Technologies Inc.), a Delaware corporation, (11) Pacific Green Wind Technologies Inc., a Delaware corporation, (12) Pacific Green Technologies International Ltd., a British Virgin Islands company, (13) Pacific Green Technologies Asia Ltd., a Hong Kong company, (14) Pacific Green Technologies Engineering Services Limited (Formally Pacific Green Technologies China Ltd.), a Hong Kong company, (15) Pacific Green Technologies (Australia) Pty Ltd., an Australia company, (16) Pacific Green Environmental Technologies (Asia) Ltd., 50.1% owned, a Chinese company, (17) Pacific Green Technologies (Shanghai) Co. Ltd. (Formerly Shanghai Engin Digital Technology Co. Ltd.), a Chinese company, (18) Guangdong Northeast Power Engineering Design Co. Ltd., a Chinese company, (19) Pacific Green Energy Parks Inc., a Delaware corporation, (20) Pacific Green Energy Storage Technologies Inc., a Delaware corporation, (21) Pacific Green Energy Storage (UK) Ltd. (Formerly Pacific Green Marine Technologies Trading Ltd.), a United Kingdom company, (22) Pacific Green Battery Energy Parks 1 Ltd., 50% owned, a United Kingdom company, (23) Pacific Green Battery Energy Parks 2 Ltd., a United Kingdom company, (24) Richborough Energy Park Ltd., 50% owned, a United Kingdom company, unless otherwise indicated.

Corporate History

Our company was incorporated in Delaware on March 10, 1994, under the name of Beta Acquisition Corp. In September 1995, we changed our name to In-Sports International, Inc. In August 2002, we changed our name from In-Sports International, Inc. to ECash, Inc. In 2007, due to limited financial resources, we discontinued our operations. Over the course of the ensuing five years, we sought out new business opportunities.

On June 13, 2012, we changed our name to Pacific Green Technologies Inc. and effected a reverse split of our common stock following which we had 27,002 shares of common stock outstanding with $0.001 par value.

Effective December 4, 2012, we filed with the Delaware Secretary of State a Certificate of Amendment of Certificate of Incorporation, wherein we increased our authorized share capital to 510,000,000 shares of stock as follows:

	●	500,000,000 shares of common stock with a par value of $0.001; and

	●	10,000,000 shares of preferred stock with a par value of $0.001.

The increase of authorized capital was approved by our board of directors on July 1, 2012 and by a majority of our stockholders by a resolution dated July 1, 2012.

Original Strategy and Recent Business

Since 2012, the Company has focused on marketing, developing and acquiring technologies designed to improve the environment by reducing pollution. The Company has acquired technologies, patents and intellectual property from EnviroTechnologies Inc. through share transfer, assignment and representation agreements entered into during 2012 and 2013. Following those acquisitions, management has expanded the registration of intellectual property rights around the world and pursued opportunities globally for the development and marketing of the emission control technologies.

Working with a worldwide network of agents to market the ENVI-Systems™ emission control technologies, the Company has focused on three applications of the technology:

ENVI-Marine ^TM

Diesel exhaust from ships, ferries and tankers includes ash and soot as particulate components and sulfur dioxide as an acid gas. Testing has been conducted on diesel shipping to confirm the application of seawater as a neutralizing agent for sulfur emissions as well as capturing particulate matter. In addition to marine applications, these tests also showed applicability of the system for large displacement engines such as stationary generators, compressors, container handling, heavy construction and mining equipment.

ENVI-Pure ^TM

Increasing legislation relating to landfill of municipal solid waste has led to the emergence of increasing numbers of waste to energy plants (“WtE”). A WtE plant obviates the need for landfill, burning municipal waste for conversion to electricity. A WtE plant is typically 45-100MW. The ENVI-Clean™ system is particularly suited to WtE as it cleans multiple pollutants in a single system.

ENVI-Clean ^TM

EnviroTechnologies Inc. has successfully conducted sulfur dioxide demonstration tests at the American Bituminous Coal Partners power plant in Grant Town, West Virginia. The testing achieved a three test average of 99.3% removal efficiency. The implementation of US Clean Air regulations in July 2010 has created additional demand for sulfur dioxide removal in all industries emitting sulfur pollution. Furthermore, China consumes approximately one half of the world’s coal, but introduced measures designed to reduce energy and carbon intensity in its 12th Five Year Plan. Applications include regional power facilities and heating for commercial buildings and greenhouses. Typical applications range in size from 1 to 20 megawatts (MW) with power generation occupying the larger end of the range. The ENVI-Clean™ system removes most of the sulfur dioxide, particulate matter, greenhouse gases and other hazardous air pollutants from the flue gases produced by the combustion of coal, biomass, municipal solid waste, diesel and other fuels.

Vision & Strategy

Pacific Green envisions a world of rapidly growing demand for renewable energy technological solutions to address the challenges presented by a changing climate. Having achieved success in marine emission control technologies we have now diversified our business to provide turnkey and scalable end-to-end environmental and renewable technology solutions in the energy sector. Our technological platform now has three main divisions:

●

Emission Control Systems (“ECS”);

●

Concentrated Solar Power (“CSP”); and

●

Battery Energy Storage Systems (“BESS”);

In all the above areas, Pacific Green plans to execute this vision by a dual strategy of equipment sales and proactive infrastructure development and ownership, each is led by acquisitions of technology capabilities and project investment opportunities, highlighted to date by the following events:

●

on December 20, 2019, the Company closed the acquisition of Shanghai Engin Digital Technology Co. Ltd. (“Engin”) a solar design, development and engineering company. Engin is a design and engineering business focused primarily on CSP, desalination and waste to energy technologies. Engin’s CSP reference plants in China comprise over 150MW and we are now in talks to provide CSP alongside future ammonia and hydrogen production facilities in Asia and South America;

●

on October 20, 2020, the Company closed the acquisition of Innoergy Limited (“Innoergy”), a UK based designer of BESS whose clients included Osaka Gas Co. Ltd, in Japan, and Limejump Limited in the UK, a subsidiary of Shell plc. The acquisition underpins our entry into the BESS market; and

●

on March 18, 2021, the Company acquired Richborough Energy Park Limited (“Richborough”), a BESS development project to deliver 100MW of energy in Kent, UK.

In support of this dual strategy, we have adopted a Human Resource Strategy that seeks to hire the best talent in the core areas of our business. Our hiring plan includes the addition of sales and project execution specialists.

Strategic Partnerships

Pacific Green has forged global partnerships with private and state-owned energy providers and owners. This strategic alignment with leading energy industry platforms empowers Pacific Green to provide quickly scalable solutions in the core areas of our business, to gather unique insights on cutting-edge trends and leverage recurring revenue opportunities that enable us to cross-sell products and services.

The Company has entered into several partnership and framework agreements in the core areas of our business.

Concentrated Solar Power (“CSP”)

On December 23, 2019, the Company entered into a International Strategic Alliance Agreement with (1) Beijing Shouhang IHW Resources Saving Technology Company Ltd. (“Shouhang”), a company listed on the Shenzhen Stock Exchange in China, and (2) PowerChina.

The Strategic Alliance Agreement provides for the development of CSP plants whereby (1) the Company provides the Intellectual Property, the technical know-how, design and engineering, (2) Shouhang, with annual revenues of approximately USD$157 million, provides manufacturing of the solar field and molten salt tank services, and (3) PowerChina provides the EPC role worldwide.

Battery Energy Storage Systems (“BESS”)

On January 14, 2021, the Company signed a framework agreement with Shanghai Electric Gotion New Energy Technology Co., Ltd (“SEG”). The agreement provides for the supply of lithium-ion BESS. SEG is a joint-venture between Shanghai Electric Group Co., Ltd. (“Shanghai Electric”) and Guoxuan High-tech Co., Ltd. With multiple production facilities and a long-established history in technology manufacturing and supply-chain management, SEG is well-positioned to provide lithium-ion BESS technology around the world. Shanghai Electric has operating revenues in excess of USD$20bn.

On March 18, 2021, the Company signed a framework agreement with TUPA Energy Limited (“TUPA”) to gain exclusive rights to 1.1GW of BESS projects in the UK. TUPA is a UK based company with expertise in planning, grid connections and land acquisition. The Company has to date executed 100MW in relation to the Richborough Energy Park project.

In addition to supply agreements, on December 2, 2020, the Company signed a joint venture and marketing agreement with AMKEST to assist with the promotion of the Company’s core business platform in the Kingdom of Saudi Arabia and the wider Middle East. Amkest Group is overseen by its founder, Amr Khashoggi, who holds board positions in numerous influential companies and government bodies across the Kingdom and is currently serving as Strategic Advisor to the Kingdom’s prominent new development city, King Abdullah Economic City (KAEC). Amkest Group’s leadership team is led by Chief Executive Officer, Salman Alireza, whose background includes various founding, executive and director-level positions in the business development sector within the Kingdom of Saudi Arabia, in addition to an MBA from London Business School.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three and six months ended September 30, 2022, and 2021.

Revenue for the three and six months ended September 30, 2022 was $1,195,353 and $3,219,229 versus $138,536 and $1,461,787 for the three and six months ended September 30, 2021. The Company’s revenues were mainly derived from the sale of marine scrubber units and related services. During the three months ended September 30, 2022, the Company was in the process of commissioning 2 (2021 – nil) marine scrubber units which contributed to revenue of $699,289 (2021 – $nil). In February 2021, a major client deferred 32 marine scrubber units. Of these, 6 units have proceeded (2 commissioned in year ended March 31, 2022 and 4 commissioned in quarter ended June 30, 2022), while 13 were cancelled. The remainder are still postponed with an option to either proceed or cancel, which expires on February 9, 2023. During the three and six months ended September 30, 2022, revenue from services, including specific services performed in the marine business sector and design and engineering services in the solar business sector, was $496,064 and $864,781 as compared to $138,536 and $719,496 for the three and six months ended September 30, 2021.

During the six months ended September 30, 2022, the gross profit margin for products and services were 28% (2021- negative 130%) and 33% (2021- 30%), respectively. The gross profit margin for products increased in 2022 because of higher contract value and consistent cost of goods sold for marine scrubbers delivered in 2022. Overall, the gross profit margin for the six months ended September 30, 2022 was approximately 29% (2021 – negative 51%).

Expenses for the three and six months ended September 30, 2022, were $2,462,297 and $6,388,954 as compared to $4,053,304 and $7,273,288 for the three and six months ended September 30, 2021. Management and technical consulting fees increased due to increased activity in business development and the management of the BESS development. Management and technical consulting fees were comprised of fees paid to our directors, officers and advisors for business development efforts and advisory services. Office-based costs, travel expenses, and professional fees also increased due to increased business activities. Additionally, the delivery of units resulted in warranty provision being recorded for possible maintenance and claim issues within a prescribed period. For the three and six months period, the Company recorded a warranty expense of $nil (2021 – $18,159) and $181,600 (2021 – warranty expense recovery of $21,648) as a result of nil (2021 – nil) and 4 (2021 – 2) vessels being commissioned and commencing their warranty period. The impact of various international factors on foreign exchange rates caused fluctuations which saw the Company’s foreign exchange losses increase significantly.

The three and six months ended September 30, 2022, our company recorded a net loss of $2,393,250 ($0.05 per share) and $5,652,480 ($0.12 per share) as compared to net loss of $4,361,184 ($0.09 per share) and $7,622,887 ($0.16 per share) for the three and six months ended September 30, 2021.

Our financial results for the three months ended September 30, 2022 and 2021 are summarized as follows:

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2022 $			2021 (As restated- Note 2) $			2022 $			2021 (As restated- Note 2) $
Revenues
Products		699,289			–			2,354,447			742,291
Services		496,064			138,536			864,782			719,496
Total revenues		1,195,353			138,536			3,219,229			1,461,787
Cost of goods sold
Products		713,040			474,784			1,700,247			1,704,902
Services		341,640			209,276			582,976			500,167
Total cost of goods sold		1,054,680			684,060			2,283,223			2,205,069
Gross profit		140,673			(545,524	)		936,006			(743,282	)

Expenses
Advertising and promotion		158,406			148,323			301,673			317,218
Amortization of intangible assets		662			171,821			1,350			342,944
Bad debts (recovery) / expense		(46,534	)		–			(46,534	)		–
Depreciation		49,487			49,777			103,071			99,543
Foreign exchange (gain) / loss		(393,375	)		39,705			104,321			51,578
Management and technical consulting		315,240			782,701			1,304,324			1,528,254
Office and miscellaneous expense		527,307			415,567			990,076			793,830
Operating lease expense		99,253			120,212			208,990			243,367
Professional fees		460,635			671,009			747,660			947,678
Research and development		–			–			13,772			–
Salaries and wages		1,065,710			1,329,480			2,048,624			2,584,686
Transfer agent and filing fees		17,043			148,048			30,797			161,223
Travel and accommodation		208,463			158,502			399,230			224,615
Warranty and related expense / (recovery)		–			18,159			181,600			(21,648	)

Total expenses		2,462,297			4,053,304			6,388,954			7,273,288

Other income / (expense)
Financing interest income		10,031			195,325			56,300			292,951
Interest (expense) / income and other		(39,360	)		42,318			(77,711	)		100,732

Net loss for the period before noncontrolling interest		(2,350,953	)		(4,361,185	)		(5,474,359	)		(7,622,887	)
Share of income attributable to noncontrolling interest		(109,082	)		–			26,742			–

Net loss for the period		(2,241,871	)		(4,361,185	)		(5,501,101	)		(7,622,887	)

Liquidity and Capital Resources

Working Capital

	September 30, 2022 $			March 31, 2022 $
Current assets		9,367,678			24,854,658
Current liabilities		17,043,040			19,079,665

Working capital (deficit)		(7,675,362	)		5,774,993

Cash Flows

	Six Months Ended September 30, 2022 $			Six Months Ended September 30, 2021 $
Net cash used in operating activities		(4,870,482	)		(7,360,689	)
Net cash used in investing activities		(15,325,769	)		(264,839	)
Net cash provided by financing activities		17,834,507			250
Effect of exchange rate changes on cash		(899,218	)		97,547

Net change in cash and cash equivalents		(3,260,962	)		(7,527,731	)

As of September 30, 2022, we had $3,025,506 in cash and cash equivalents, $9,367,678 in total current assets, $17,043,040 in total current liabilities and a working capital deficit of $7,675,362 compared to working capital of $5,774,993 as at March 31, 2022. The Company’s working capital reduced due to reduction of receivables.

During the six months ended September 30, 2022, we used $4,870,482 in operating activities, whereas we used $7,360,689 from operating activities for the three months period ended September 30, 2021. The operating cash flow for the six months ended September 30, 2022, was mainly resulted from increased sales and collection of payments.

During the six months ended September 30, 2022, we used $15,325,769 in investing activities, whereas we used $264,839 in investing activities during the three months ended September 30, 2021. Our investing activities for the three months ended September 30, 2022, were primarily related to additions of project under development and equipment.

During the six months ended September 30, 2021, we received $17,834,507 in financing activities, whereas we received $250 in financing activities for the six months ended September 30, 2020. Our financing activities for the six months ended September 30, 2022, were related to cash contribution from noncontrolling interest.

Anticipated Cash Requirements

We do not anticipate requiring additional funds to fund our forecast normal operating expenditure over the next 12 months. We do require funds to construct our first BESS 99.98MW facility project at Richborough Energy Park in Kent, United Kingdom. On May 11, 2022 the Company announced it had entered into a Subscription and Shareholders Agreement with a third party investor, who has committed $16 million (£13 million) of equity funds to the project. On June 21, 2022 the Company announced it had reached financial close (“Financial Close”) for $34.90 million (£28.25 million) of senior debt for the Richborough project. The senior debt, in conjunction with the equity investment, will provide the Company with the funding to bring the battery park to commercial operations in June 2023. The senior debt facility agreement is entered into with Close Leasing Limited (“CLL”), pursuant to which CLL will provide a development loan to fund the construction, which will be utilized in stages following the expenditure of the equity investment. The development loan will then be refinanced into a 10-year amortized term loan upon the start of commercial operations.

Our cash requirement estimates may change significantly depending on the nature of our business activities and our ability to raise capital from our shareholders or other sources.

We currently have office locations in the United States, United Kingdom, China, Hong Kong, Abu Dhabi, Kingdom of Saudi Arabia, and Australia. We have hired staff in various regions and rely heavily upon the use of contractors and consultants. Our general and administrative expenses for the period will consist primarily of technical consultants, management, salaries and wages, professional fees, transfer agent fees, bank and interest charges and general office expenses. The professional fees relate to matters such as contract review, business acquisitions, regulatory filings, patent maintenance, and general legal, accounting and auditing fees.

Should we require additional funding over the next twelve months, we would intend to raise new cash requirements from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time, we do not have a commitment from any broker-dealer to provide us with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us.

As of September 30, 2022, we had $3,025,506 cash on hand. Our realized and anticipated profits derived from sales of ENVI marine units plus anticipated sales of products and services in our new Batteries and Solar businesses are expected to fund our planned expenditure levels. After careful consideration we believe current operations, anticipated deliveries and expected profit from such deliveries to be sufficient to cover expected cash operating expenses over the next 12 months.

Going Concern

Our financial statements for the quarter ended September 30, 2022 have been prepared on a going concern basis.

The assessment of the liquidity and going concern requires the Company to make judgments about the existence of conditions or events that raise substantial doubt about the ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. This includes judgments about the Company’s future activities and the timing thereof and estimates of future cash flows. Significant assumptions used in the Company’s forecasted model of liquidity include forecasted sales, costs, and capital expenditures. Changes in the assumptions could have a material impact on the forecasted liquidity and going concern assessment.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Estimates

The preparation of these consolidated financial statements in conformity with United States Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.

Useful lives of Intangible Assets

The carrying value of our intangible assets represents its original cost at the time of purchase, less accumulated amortization. We amortize our intangible assets using the straight-line method over their estimated useful lives. The estimated useful life of our intangible assets are listed in the table below.

Patents		17 years straight-line
Software licensing		10 years straight-line

Impairment of Long-lived Assets

We review long-lived assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. The determination of whether impairment indicators exist requires significant judgment in evaluating underlying significant assumptions including expected sales contracts, operating costs, and current market value of assets. If an indication is identified, and the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset.

We recorded an impairment charge of $2,641,639 on intangible assets during the year ended March 31, 2022 (March 31, 2021- $37,700) as management’s estimated fair value of the assets were less than its carrying value.

Goodwill

We allocate the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. The allocation of the purchase price of acquired companies requires certain judgments and estimates. Goodwill is not amortized but is evaluated annually for impairment at the reporting unit level or when indicators of a potential impairment are present. The process of evaluating the potential impairment of goodwill requires significant judgment and are based upon existing contracts, historical experience, financial forecasts, and general economic conditions

We recorded an impairment charge of $3,870,223 on Engin goodwill and $549,092 on Innoergy goodwill during the year ended March 31, 2022 as management’s estimated fair value of the reporting unit was less than its carrying value determined during impairment testing.

Revenue Recognition

We derive revenue from the sale of products and delivery of services. Irrespective of the types of revenue described above, revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised products or services. The majority of the Company’s marine scrubber sales contracts contain a single performance obligation satisfied over time. Other contracts contain a single performance obligation satisfied at point in time.

Revenue recognition requires significant judgements from management in regard to the determination of accounting treatment for contracts with customers. Management is required to assess contracts with customers to identify whether performance obligations in the contract are distinct and to determine whether contract terms provide the Company with a basis to recognize revenue over time.

According to ASC 606-10-25-27, if the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date, revenue should be recognized over time. The Company’s scrubber system is customized to each vessel at the detailed design level, so the performance under the contract does not create an asset with an alternative use. According to the Company’s contracts signed with customers under English law, the customers are contractually and legally obliged to pay for performance completed to date that covers cost plus a reasonable profit margin. Therefore, the Company concluded that revenue should be recognized over time. The Company recognizes revenue based on the input method using a percentage of costs to complete.

In the case of settlement agreements with customers where no continued performance obligation is required, we recognize revenue based on consideration settled according to the agreement.

A contract signed with one customer has a significant financing component. 20% of the contract price is payable at least 6 calendar months prior to the dry dock date. The remaining 80% is payable in 24 equal monthly installments starting at the end of the calendar month following the installation date on a vessel-by-vessel basis. As 80% of the contract price is payable after the last performance obligation towards the scrubber, a significant financing component is separated from revenue and interest income at 5.4% is recorded when payments are received from the customer.

Contract Liabilities, Prepaid Manufacturing Costs, and Accrued Revenue

We have analyzed our sales contracts under ASC 606 and identified performance conditions that are not directly correlated with contractual billing terms with customers. As a result of the timing differences between customer sales invoices and satisfaction of performance conditions, contractual assets and contractual liabilities have been recognized.

Contractual arrangements with customers for the sale of a scrubber unit generally provide for deposits and installments through the procurement and design phases of equipment manufacturing. Amounts invoiced to customers, which are not yet recorded as revenues under the Company’s revenue recognition policy, are presented as contract liabilities.

Similarly, contractual arrangements with suppliers and manufacturers normally involved with the manufacturing of scrubber units may require advances and deposits at various stages of the manufacturing process. Payments to our manufacturing partners, which are not yet recorded as costs of goods sold under the Company’s revenue recognition policy, are recorded as prepaid manufacturing costs.

The Company presents the contract liabilities and prepaid manufacturing costs on its balance sheet when one of the parties to the revenue contract and supply contract, respectively, has performed before the other.

Accrued revenue is revenue that has been earned by providing a good or service, but for which the Company has not yet billed the customer.

Accounts Receivable

We assess the collectability of accounts receivable and long-term receivable on an ongoing basis and establish an allowance for doubtful accounts when collection is no longer reasonably assured. In establishing the allowance, we consider factors such as known troubled accounts, historical experience, age, financial information that is publicly accessible and other currently available evidence.

Warranty Provision

The Company reserves a 2% warranty provision on the completion of a contract following the commissioning of marine scrubbers. The specific terms and conditions of those warranties vary depending upon the product sold and geography of sale. The Company’s product warranties generally start from the commissioning date and continue for up to twelve to twenty-four months. The Company provides warranties to customers for the design, materials, and installation of scrubber units. The Company has a back-to-back manufacturing guarantee from its major supplier, which covers materials, production, and installation. Factors that affect the Company’s warranty obligation include product failure rates, anticipated hours of product operations and costs of repair or replacement in correcting product failures. These factors are estimates that may change based on new information that becomes available each period. Similarly, the Company also accrues the estimated costs to address reliability repairs on products no longer in warranty when, in the Company’s judgment, and in accordance with a specific plan developed by the Company, it is prudent to provide such repairs. The Company intends to assess the adequacy of recorded warranty liabilities quarterly and adjusts the liability as necessary.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of September 30, 2022.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of September 30, 2022 due to the two material weaknesses identified and described below.

Management’s Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States Generally Accepted Accounting Principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2022, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).

In June 2022, while preparing the financial statements for the year ending March 31, 2022, the Company identified an error with respect to the application of the revenue recognition accounting policy. The Company has two material weaknesses; firstly, it lacked adequate controls to correctly recognize revenue and cost of goods sold and, secondly, Certain amortization expenses, sales commissions, salaries and wages, and technical consulting fees should have been presented within cost of goods. The control deficiency relates to the ineffective design of controls to analyze revenue contracts appropriately on a timely basis and to identify certain costs as relating to the initiation and fulfilment of its revenue contracts.

Based on this evaluation our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2022, the Company has not maintained effective internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There has been no significant change in the Company’s internal control over financial reporting during the quarter ended September 30, 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II– OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

(31)		Rule 13a-14 (d)/15d-14d) Certifications
31.1*		Section 302 Certification by the Principal Executive Officer
31.2*		Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)		Section 1350 Certifications
32.1*		Section 906 Certification by the Principal Executive Officer
32.2*		Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101*		Interactive Data Files
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PACIFIC GREEN TECHNOLOGIES INC.
	(Registrant)

Dated: November 21, 2022	By:	/s/ Scott Poulter
		Scott Poulter
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: November 21, 2022	By:	/s/ Richard Fraser-Smith
		Richard Fraser-Smith
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: November 21, 2022	By:	/s/ Scott Poulter
		Scott Poulter
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: November 21, 2022	By:	/s/ Richard Fraser-Smith
		Richard Fraser-Smith
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)