Pacific Green Technologies Inc. (Form: 10-K, Received: 06/29/2021 15:59:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended March 31, 2021

☐ 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 last 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 ☒

The aggregate market value of Common Stock held by non-affiliates of the Registrant on September 30, 2020, was $28,655,921 based on a $1.05 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

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

46,990,565 common shares issued and outstanding as of June 29, 2021.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

Item 1.	Business	1

Item 1A.	Risk Factors	7

Item 1B.	Unresolved Staff Comments	12

Item 2.	Properties	12

Item 3.	Legal Proceedings	12

Item 4.	Mine Safety Disclosures	12

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13

Item 6.	Selected Financial Data	15

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 8.	Financial Statements and Supplementary Data	F-1

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23

Item 9A.	Controls and Procedures	23

Item 9B.	Other Information	24

Item 10.	Directors, Executive Officers and Corporate Governance	25

Item 11.	Executive Compensation	30

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33

Item 13.	Certain Relationships and Related Transactions, and Director Independence	35

Item 14.	Principal Accounting Fees and Services	36

Item 15.	Exhibits, Financial Statement Schedules	37

Item 1. Business

This annual 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 annual 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 annual 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 corporation, (5) Pacific Green Marine Technologies (Norway) AS, a Norwegian company, (6) Pacific Green Marine Technologies (USA) Inc., a Delaware Corporation (inactive), (7) Pacific Green Technologies (Canada) Inc. (Formerly Pacific Green Marine Technologies Inc.), a Canadian corporation, (8) Pacific Green Solar Technologies Inc., a Delaware corporation, (9) Pacific Green Hydrogen Technologies Inc., a Delaware corporation, (10) Pacific Green Wind Technologies Inc., a Delaware corporation, (11) Pacific Green Technologies International Ltd., a British Virgin Islands company, (12) Pacific Green Technologies Asia Ltd., a Hong Kong company, (13) Pacific Green Technologies China Ltd., a Hong Kong company, (14) Pacific Green Technologies (Australia) Pty Ltd., an Australia Company, (15) Pacific Green Environmental Technologies (Asia) Ltd., 50.1% owned, a Chinese company, (16) Pacific Green Technologies (Shanghai) Co. Ltd. (Formerly Shanghai Engin Digital Technology Co. Ltd.), a Chinese company, (17) Guangdong Northeast Power Engineering Design Co. Ltd., a Chinese company, (18) Pacific Green Energy Parks Inc., a Delaware corporation, (19) Pacific Green Energy Storage Technologies Inc., a Delaware corporation, (20) Pacific Green Energy Storage (UK) Ltd. (Formerly Pacific Green Marine Technologies Trading Ltd.), a United Kingdom company, (21) Richborough Energy Park Ltd., 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 sulphur dioxide as an acid gas. Testing has been conducted on diesel shipping to confirm the application of seawater as a neutralizing agent for sulphur 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 sulphur 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 sulphur dioxide removal in all industries emitting sulphur 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 sulphur 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 broadened our business to provide turnkey and scalable end-to-end technology solutions in the renewable energy sector. Our technological platform now has four main components:

	●	Emission Control Systems (“ECS”);

	●	Concentrated Solar Power (“CSP”);

	●	Battery Energy Storage Systems (“BESS”); and

●

Electric Vehicle Charging Stations (“EVCS”).

In all the above areas, the Company plans to execute this vision by a dual strategy of equipment sales and proactive infrastructure ownership, each to be 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 include Osaka Gas Co. Ltd, in Japan, and Limejump Limited in the UK, a subsidiary of Royal Dutch 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. At March 31, 2021 the Company employed approximately 59 staff across a network of offices around the world. 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.

ECS

The Company has a joint venture with PowerChina SPEM Limited (the “JV”). The JV has successfully provided manufacturing, installation and logistical support on over USD$200m of ECS business, particularly in the marine industry. PowerChina is one of the largest EPC contractors in the world with annual revenues of approximately USD$50bn.

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 provides manufacturing of the solar field and molten salt tank services, and (3) PowerChina provides the EPC role worldwide.

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 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 mentioned in the M&A section above.

EVCS

The agreement with SEG will extend to EVCS.

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.

Significant Events

On October 16, 2020, Alexander Shead resigned as a director of the Company. Mr. Shead s resignation did not result from any disagreement with the Company regarding our policies, practices, or otherwise.

On October 19, 2020, the Company completed the acquisition of Innoergy, a designer of battery energy storage systems registered in the United Kingdom whose client include Osaka Gas Co. Ltd, in Japan, and Limejump Limited in the UK, a subsidiary of Royal Dutch Shell plc. The acquisition marks the Company’s entry into the BESS market in conjunction with its joint venture partner, PowerChina SPEM. Consideration for the acquisition of 100% of Innoergy was determined to be $633,911.

On December 2, 2020, the Company signed a Joint-Venture Agreement with Amr Khashoggi Trading Company Limited to incorporate a company in the Kingdom of Saudi Arabia for the sale of Pacific Green’s environmental technologies within the region. As at June 29, the process of incorporating this entity is still underway.

On February 2, 2021, the Company executed a settlement agreement and a postponement agreement with Scorpio Bulkers Inc. (“SALT”) and Scorpio Tankers Inc. (STNG), respectively. Under the terms of the settlement agreement, SALT has been released from its commitments and guarantees related to its previous purchase contracts in exchange for: (1) $7,215,000 paid within 5 days of settlement, and (2) deposits and other monies already transferred to the Company with respect to the contracts. Each party is thereinafter released from any further guarantees or claims related to these contracts. Under the terms of the postponement agreement, STNG is released from its commitments under previous purchase contracts in exchange for: (1) $5,276,500 paid within 5 days of settlement, (2) $2,683,250 paid at the 6-month anniversary of the settlement, and (3) deposits and other monies already transferred to the Company with respect to the contracts. Under the postponement agreement, STNG retains an option for nine months allowing it to pay $2,638,250 to “unfreeze” between eleven and nineteen of the remaining STNG purchase agreements. If the option is exercised, the Company will be required to deliver under the current commitment with a revised timeline for delivery at a pre-agreed purchase price. For all vessels not covered under such an exercised option, each party is released from any further guarantees or claims related to these contracts.

On February 4, 2021, Peter Rossbach became an independent non-executive director of the Company.

On March 18, 2021, the Company acquired Richborough, a BESS development project to deliver 100MW of energy in Kent, UK. Consideration for the acquisition of Richborough was $2,166,452.

Intellectual Property & Technical Know-How

Pacific Green has built a unique horizontal intellectual property platform consisting of:

	●	ECS;

	●	CSP;

	●	BESS; and

●

EVCS.

We do not own, either legally or beneficially, any registered patent or trademark, except for the following proprietary emission abatement systems and associated marks, currently known as:

●

ENVI-Clean^TM;

●

ENVI-Pure^TM, for removing acid gases, particulate matter, dioxins, VOCs and other regulated hazardous air pollutants from the flue gases produced by the combustion of coal, biomass, municipal solid waste, diesel and other fuels; and

●

ENVI-Marine^TM, a scrubber that can be applied to diesel exhaust emissions that require sulphur and particulate matter abatement (ENVI-Clean^TM, ENVI-Pure^TM and ENVI-Marine^TMtogether, the “Technologies”)

The ENVI-Clean™ system has protected intellectual property rights throughout most of the world. Its technology is protected by Patent Cooperation Treaty (PCT) patent application no. PCT/CA210/000988 filed June 25, 2010 with a priority filing date of June 25, 2009. The International Preliminary Report on Patentability for this PCT application considered all patent claims of the application to be patentable. EnviroTechnologies has pending national or regional phase patent applications claiming priority from PCT/CA2010/000988 covering 127 countries. Once patents issue, patent rights in this technology will generally endure until June 25, 2030.

Further, we own the rights to the US provisional patent application no. US 61/614696 for the integrated wet scrubbing system. Additionally, we own the rights to US provisional patent application no. US 61/645874 for the flooded wet scrubbing head patent.

We claim copyright in all our published corporate, promotional and sales materials.

Government Regulations

Some aspects of our intended operations will be subject to a variety of federal, provincial, state and local laws, rules and regulations in North America and worldwide relating to, among other things, worker safety and the use, storage, discharge and disposal of environmentally sensitive materials. For example, we are subject to the Resource Conservation Recovery Act (“RCRA”), the principal federal legislation regulating hazardous waste generation, management, and disposal.

Under some of the laws regulating the use, storage, discharge and disposal of environmentally sensitive materials, an owner or lessee of real estate may be liable for the costs of removing or remediating certain hazardous or toxic substances located on or in, or emanating from, such property, as well as related costs of investigation and property damage. Laws of this nature often impose liability without regard to whether the owner or lessee knew of, or was responsible for, the presence of the hazardous or toxic substances. These laws and regulations may require the removal or remediation of pollutants and may impose civil and criminal penalties for violations. Some of the laws and regulations authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation, and abandonment orders. The costs arising from compliance with environmental and natural resource laws and regulations may increase operating costs for both us and our potential customers. We are also subject to safety policies of jurisdictional-specific Workers Compensation Boards and similar agencies regulating the health and safety of workers.

We are not aware of any material violations of environmental permits, licenses or approvals issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our intended business. At this time, we do not anticipate any material capital expenditures to comply with environmental or various regulations and requirements.

Subsidiaries

Our company’s wholly owned subsidiaries are (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 corporation, (5) Pacific Green Marine Technologies (Norway) AS, a Norwegian company, (6) Pacific Green Marine Technologies (USA) Inc., a Delaware Corporation (inactive), (7) Pacific Green Technologies (Canada) Inc. (Formerly Pacific Green Marine Technologies Inc.), a Canadian corporation, (8) Pacific Green Solar Technologies Inc., a Delaware corporation, (9) Pacific Green Hydrogen Technologies Inc., a Delaware corporation, (10) Pacific Green Wind Technologies Inc., a Delaware corporation, (11) Pacific Green Technologies International Ltd., a British Virgin Islands company, (12) Pacific Green Technologies Asia Ltd., a Hong Kong company, (13) Pacific Green Technologies China Ltd., a Hong Kong company, (14) Pacific Green Technologies (Australia) Pty Ltd., an Australia Company, (15) Pacific Green Environmental Technologies (Asia) Ltd., 50.1% owned, a Chinese company, (16) Pacific Green Technologies (Shanghai) Co. Ltd. (Formerly Shanghai Engin Digital Technology Co. Ltd.), a Chinese company, (17) Guangdong Northeast Power Engineering Design Co. Ltd., a Chinese company, (18) Pacific Green Energy Parks Inc., a Delaware corporation, (19) Pacific Green Energy Storage Technologies Inc., a Delaware corporation, (20) Pacific Green Energy Storage (UK) Ltd. (Formerly Pacific Green Marine Technologies Trading Ltd.), a United Kingdom company, (21) Richborough Energy Park Ltd., a United Kingdom company, unless otherwise indicated.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Employees

As of March 31, 2021, the Company’s subsidiaries employed people in Canada, United Kingdom, Hong Kong and China. The Company also relies heavily upon the use of contractors and consultants. The Company employed approximately 59 staff as of March 31, 2021 (110 as of March 31, 2020). The reduction in staff from prior year levels was driven by various restructuring activities, particularly in the marine sector, including the closure on June 19, 2020, of the sales office in Oslo, Norway, resultant from a combination of COVID-19 and the drop in the price of low-sulphur fuel in the marine market. More recently, the Company has hired new staff to support the anticipated growth in the Batteries and Solar businesses.

Item 1A. Risk Factors

Risks Related to our Business

We have a limited operating history with significant losses.

We have yet to establish a sustained history of profitable operations. We incurred a cumulative deficit of $74,140,257 for the period from April 5, 2011 (inception) to March 31, 2021. We generated our first revenues during the year ended March 31, 2018 of $1,995,000. We generated our first net income during the year ended March 31, 2020 of $10,381,420 and further net income during the year ended March 31, 2021 of $1,181,078. Our profitability will depend on our ability to successfully market and sell the Technologies and there can be no assurance that we will be able to do so. The economic driver for the purchase by shipping companies for our marine scrubbers is primarily the spread between low-cost (high sulphur) bunker fuel and high-cost (low sulphur) bunker fuel. Following the oil price drop of 2020 which saw the fuel price spread drop significantly from over $200/tonne to $50/tonne, the demand for our scrubbers fell away. In recent months, the spread has risen to over $100/tonne which provides a strong indication of a possible return of demand, but it is not clear whether this is a continuing upward trend or a temporary rise and we cannot provide assurance of the resumption in demand for our marine scrubber technology. Over the last year we have been exploring alternative strategies to complement our emission control Technologies, and have identified opportunities for both concentrated solar power and battery energy storage systems technologies in various geographies around the world, to support a global transition away from the use of hydrocarbons. We are taking a medium- to long-term view of these opportunities and are at an early stage in pursuing and developing them, and there is no certainty that these will grow and become profitable and cash-generative ventures for us.

We may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions.

We anticipate needing significant capital to develop our sales force and effectively market the Technologies. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we may be required to depend on external financing to satisfy our operating and capital needs. We may need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding.

Beginning in 2020, the global COVID-19 pandemic significantly increased the volatility of financial markets worldwide. Significant volatility or disruptions of the capital markets could eliminate our access to financing, and/or significantly increase its cost. Such volatility or disruptions in the capital markets may cause lenders to be unwilling to provide us with financing to fund our ongoing operations and growth.

If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition, and results of operations.

Our prospects must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an emerging and evolving industry, including the following factors:

	●	our business model and strategy are still evolving and are continually being reviewed and revised;

	●	we may not be able to raise the capital required to develop our initial client base and reputation; and

	●	we may not be able to successfully develop our planned products and services.

We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful and the value of your investment in us will decline.

Our business is subject to environmental and consumer protection legislation and any changes in such legislation could prevent us from becoming profitable.

The energy production and technology industries are subject to many laws and regulations which govern the protection of the environment, quality control standards, health and safety requirements, and the management, transportation and disposal of hazardous substances and other waste. Environmental laws and regulations may require removal or remediation of pollutants and may impose civil and criminal penalties for violations. Some environmental laws and regulations authorize the recovery of natural resource damages by the government, injunctive relief and the imposition of stop, control, remediation, and abandonment orders. Similarly, consumer protection laws impose quality control standards on products marketed to the public and prohibit the distribution and marketing of products not meeting those standards.

The costs arising from compliance with environmental and consumer protection laws and regulations may increase operating costs for both us and our potential customers. Any regulatory changes that impose additional environmental restrictions or quality control requirements on us or on our potential customers could adversely affect us through increased operating costs and potential decreased demand for our services, which could prevent us from becoming profitable.

The development and expansion of our business through acquisitions, joint ventures, and other strategic transactions may create risks that may reduce the benefits we anticipate from these strategic alliances and may prevent us from achieving or sustaining profitability.

We intend to enter into technology acquisition and licensing agreements and strategic alliances such as joint ventures or partnerships in order to develop and commercialize our proposed technologies and services, and to increase our competitiveness. Our management is unable to predict whether or when we will secure any such commitments or agreements, or whether such commitments or agreements will be secured on favorable terms and conditions.

Our ability to continue or expand our operations through acquisitions, joint ventures or other strategic alliances depends on many factors, including our ability to identify acquisitions, joint ventures, or partnerships, or access capital markets on acceptable terms. Even if we are able to identify strategic alliance targets, we may be unable to obtain the necessary financing to complete these transactions and could financially overextend ourselves.

Acquisitions, joint ventures or other strategic transactions may present financial, managerial and operational challenges, including diversion of management attention from existing business and difficulties in integrating operations and personnel. Acquisitions or other strategic alliances also pose the risk that we may be exposed to successor liability relating to prior actions involving a predecessor company, or contingent liabilities incurred before a strategic transaction. Due diligence conducted in connection with an acquisition, and any contractual guarantees or indemnities that we receive from sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities. Liabilities associated with an acquisition or a strategic transaction could adversely affect our business and financial performance and reduce the benefits of the acquisition or strategic transaction. Any failure to integrate new businesses or manage any new alliances successfully could adversely affect our business and financial performance and prevent us from achieving profitability.

We are dependent upon our officers for execution of our business plan.

As a result, our future success depends heavily upon the continuing services of the members of our senior management team. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted, and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and key personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel or attract and retain high-quality senior executives or key personnel in the future. We do not currently maintain key man insurance on our senior managers. The loss of the services of our senior management team and employees could result in a disruption of operations which could result in reduced revenues.

Outbreaks of epidemic diseases, including COVID-19, could adversely impact our business operations.

The novel coronavirus pandemic is dynamic and expanding, and its ultimate scope, duration and effects are uncertain. We expect that this pandemic, and any future epidemic or pandemic crises, could result in direct and indirect adverse effects on our industry and customers, which in turn may impact our business, results of operations and financial condition. Effects of the current pandemic include, or may include, among others:

●

deterioration of worldwide, regional or national economic conditions and activity, which could further reduce or prolong the recent significant declines in energy prices, or adversely affect global demand for oil and petroleum products, and demand for our services;

●

disruptions to our operations as a result of the potential health impact on our employees, and on the workforces of our customers and business partners;

●

disruptions to our business from, or additional costs related to, new regulations, directives or practices implemented in response to the pandemic, such as travel restrictions, increased inspection regimes, hygiene measures (such as quarantining and physical distancing) or increased implementation of remote working arrangements;

●

potential reduced cash flows and financial condition, including potential liquidity constraints;

●

reduced access to capital, including the ability to refinance any existing obligations, as a result of any credit tightening generally or due to continued declines in global financial markets, including to the prices of publicly-traded securities of us, our peers and of listed companies generally;

●

potential deterioration in the financial condition and prospects of our customers, joint venture partners or business partners.

Although disruption and effects from the novel coronavirus pandemic may be temporary, given the dynamic nature of these circumstances and the worldwide nature of our business and operations, the duration of any business disruption and the related financial impact to us cannot be reasonably estimated at this time but could materially affect our business, results of operations and financial condition.

Significant drop in oil price may have a material adverse effect on our business.

In March 2020, Saudi Arabia triggered an oil price war in response to Russia’s refusal to reduce oil production in order to keep prices for oil at moderate level. This economic conflict resulted in a sharp drop of oil price over the spring of 2020, including low sulphur fuel oil. The corresponding reduction in the price of low sulphur fuel oil could negatively affect the demand for our marine scrubbers. Fuels with higher sulphur content have been cheaper than low sulphur fuel historically. Our marine scrubbers allow our customers to use fuels with higher sulphur content. A decrease in the demand for marine scrubbers, which allow the use of heavy fuel oil under IMO 2020, could reduce our sales of marine scrubbers.

Adverse economic conditions

Economic downturns and financial crises in the global markets could produce illiquidity in the capital markets, market volatility, increased exposure to interest rate and credit risks and reduced access to capital markets. If global financial markets and economic conditions significantly deteriorate in the future, we may face restricted access to the capital markets or bank lending, which may make it more difficult and costly to fund future growth. Decreased access to such resources could have a material adverse effect on our business, financial condition and results of operations.

Adverse economic conditions or other developments relating directly to our customers may lead to a decline in our customers’ operations or ability to pay for our services, which could result in decreased demand for our services. Our customers’ inability to pay for any reason could also result in their default on our current contracts and charters. The decline in the amount of services requested by our customers or their default on our contracts with them could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to make or realize expected benefits from acquisitions and implementing our long-term strategy of growth through acquisitions may harm our financial condition and performance

A principal component of our long-term strategy is to continue to grow by expanding our business both in the geographic areas and markets where we have historically focused as well as into new geographic areas, market segments and services. We may not be successful in expanding our operations and any expansion may not be profitable. Our long-term strategy of growth through acquisitions involves business risks commonly encountered in acquisitions of companies, including:

●

interruption of, or loss of momentum in, the activities of one or more of an acquired company’s businesses and our businesses;

●

additional demands on members of our senior management while integrating acquired businesses, which would decrease the time they have to manage our existing business, service existing customers and attract new customers;

●

difficulties identifying suitable acquisition candidates;

●

difficulties integrating the operations, personnel and business culture of acquired companies;

●

difficulties coordinating and managing geographically separate organizations;

●

adverse effects on relationships with our existing suppliers and customers, and those of the companies acquired;

●

difficulties entering geographic markets or new market segments in which we have no or limited experience; and

●

loss of key officers and employees of acquired companies.

Acquisitions may not be profitable to us at the time of their completion and may not generate revenues sufficient to justify our investment. In addition, our acquisition growth strategy exposes us to risks that may harm our results of operations and financial condition, including risks that we may: fail to realize anticipated benefits, such as cost-savings, revenue and cash flow enhancements and earnings accretion; decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions; incur additional indebtedness, which may result in significantly increased interest expense or financial leverage, or issue additional equity securities to finance acquisitions, which may result in significant shareholder dilution; incur or assume unanticipated liabilities, losses or costs associated with the business acquired; or incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

Exposure to currency exchange rate fluctuations results in fluctuations in our cashflows and operating results

Substantially all of our revenues are earned in U.S. dollars, although we will be paid in GB pounds and Australian dollars for future anticipated UK-based and Australian-based battery energy storage system contracts, respectively. A portion of our operating costs are incurred in currencies other than U.S. dollars. This partial mismatch in operating revenues and expenses leads to fluctuations in net income due to changes in the value of the U.S. dollar relative to other currencies, in particular the GB pound. Because we report our operating results in U.S. dollars, changes in the value of the U.S. dollar relative to other currencies also result in fluctuations of our reported revenues and earnings. Under U.S. accounting guidelines, all foreign currency-denominated monetary assets and liabilities, such as cash and cash equivalents, accounts receivable, restricted cash, accounts payable, accrued liabilities, advances from affiliates and long-term debt are revalued and reported based on the prevailing exchange rate at the end of the applicable period. This revaluation historically has caused us to report significant unrealized foreign currency exchange gains or losses each period.

We are at risk that the Technologies will not perform to expectations.

As at the date of this annual report, the Technologies have been tested to satisfactory requirements but there is no guarantee that the Technologies will continue to perform satisfactorily in the future which would damage our prospects.

The market for alternative energy products, technologies or services is emerging and rapidly evolving and its future success is uncertain. Insufficient demand for the Technologies would prevent us from achieving or sustaining profitability.

It is possible that we may spend large sums of money to bring the Technologies to market, but demand may not develop or may develop more slowly than we anticipate.

Our future success is currently dependent on our Technologies and:

	(a)	our ability to quickly react to technological innovations;

	(b)	the cost-effectiveness of our Technologies;

	(c)	the performance and reliability of alternative energy products and services that we develop;

	(d)	our ability to formalize marketing relationships or secure commitments for our Technologies, products and services; and

	(e)	realization of sufficient funding to support our marketing and business development plans.

We may be unable to develop widespread commercial markets for our Technologies. We may be unable to achieve or sustain profitability.

Competition within the renewable energy industry may prevent us from becoming profitable.

The renewal energy industry is competitive and fragmented and includes numerous small companies capable of competing effectively in the market we target as well as several large companies that possess substantially greater financial and other resources than we do. Larger competitors’ greater resources could allow those competitors to compete more effectively than we can with our Technologies. A number of competitors have developed more mature businesses than us and have successfully built their names in the international alternative energy markets. These various competitors may be able to offer products, sustainability technologies or services more competitively priced and more widely available than our Technologies and may also have greater resources to create or develop new technologies and products than us. Failure to compete in the alternative energy industry may prevent us from becoming profitable, and thus you may lose your entire investment.

We are at risk that we are unable to manufacture our Technologies in accordance with contractual terms.

All contracts which we secure for the sale of our Technologies will require that we supply a functioning emission control system. There is a risk that we are unable to manufacture and supply our Technologies in accordance with contractual terms. Any failure by us to perform our obligations under any such contract may have a detrimental impact on our financial standing and reputation.

Risks Related to our Stockholders and Shares of Common Stock

The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.

As of March 31^st, 2021, the Company’s cash reserves are approximately $23.4 million. We expect to continue our efforts to market, manufacture and deliver our Technologies to customers. Should the Company need additional resources, we may consider selling additional equity securities which will result in dilution to our existing stockholders. In short, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.

We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment. In the future when we do intend to pay dividends, we will formalize a dividend policy.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Item 1B. Unresolved Staff Comments

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

Item 2. Properties

Our registered business address for correspondence is Suite #10212 8 The Green, Dover, DE 19901. Our telephone number is (302) 601-4659.

We have an operations headquarters, based at 4 Albemarle Street, London, W1S 4GA, United Kingdom.

Item 3. 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 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common shares are quoted on the OTCQB under the symbol “PGTK”, but trade infrequently. Our common shares are not currently listed on the NASDAQ.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTCQB⁽¹⁾
Quarter Ended	High		Low
March 31, 2021	$	3.76	$	1.28
December 31, 2020	$	4.65	$	0.80
September 30, 2020	$	1.50	$	0.62
June 30, 2020	$	2.50	$	1.15
March 31, 2020	$	3.35	$	1.20
December 31, 2019	$	3.30	$	2.10
September 30, 2019	$	3.88	$	2.27
June 30, 2019	$	4.25	$	3.00
March 31, 2019	$	3.23	$	2.90

Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions. Our shares did not begin trading until June 14, 2012. Our transfer agent is American Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York, 11219; telephone number (718) 921-8200; facsimile number (718) 765-8711.

As of June 29, 2021, there were 283 holders of record of our common stock. As of such date, 46,990,565 of our common stock were issued and outstanding.

Dividends

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.

Securities Authorized for Issuance under Equity Compensation Plans

On January 15, 2021, the Company granted 25,000 stock options to Richard Fraser-Smith. These options are exercisable at a 25% discount to the average of the 30 trading days immediately prior to January 15, 2021. The options are exercisable on January 15, 2022 for a period of 3 years or 12 months following the termination of officer’s employment contract dated January 15, 2020, whichever is earlier.

On March 31, 2021, the Company granted 75,000 stock options to Riseley D’Souza. 25,000 options at exercise price of $0.01 and 50,000 options at exercise price of $1.50. The options are exercisable on March 31, 2021 for a period of three years.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Except where otherwise indicated, each of the below described issuances of common shares was made to a non- U.S. person, as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

On May 24, 2019, the Company issued 50,000 stock options to an officer of the Company. These options are exercisable at a 25% discount to the average of the 30 trading days prior to exercise. The first tranche of 25,000 stock options vest after 18 months with the Company and the second tranche vest 18 months following the anniversary date of the employment agreement. On December 19, 2019, the stock options were forfeited.

On December 17, 2019, the Company issued 25,000 common shares, at $2.94 per share, to a former officer of the Company in settlement of stock options and any compensation otherwise due. The shares had an aggregate value of $73,500, which was recorded as employee compensation in the period.

On December 20, 2019, the Company acquired Engin. 125,000 common shares in the Company with an estimated fair value of $368,750 or $2.95 per share were granted as part of the acquisition of Engin in February 2020.

On February 14, 2020, 16,532 common shares of the Company were issued at a price of $3.00 per share to employees in the Company’s sales division.

On July 17, 2020, the Company issued 50,000 shares of common stock with an aggregate value of $69,500 to a former officer of the Company as per the terms of an employment settlement agreement.

On August 6, 2020, the Company issued 50,000 shares of common stock with a fair value of $62,500 pursuant to a conversion of $20,000 in principal and $42,550 in derivative liability relating to the November 10, 2015 convertible debenture. The fair value of the common stock was determined based on closing price of the Company’s common stock of $1.25 per share. This transaction resulted in a gain on extinguishment of debt of $50.

On August 31, 2020, 175,000 stock options were exercised by a director of the Company at the exercise price of $0.01 per share with an aggregate value of $1,750. The Company issued 175,000 shares of common stock from the treasury.

On September 28, 2020, the Company issued 95,238 shares of common stock with an aggregate value of $95,238 under the terms of a sales commission agreement.

On October 19, 2020, the Company issued 525,000 shares of common stock with an aggregate value of $577,500 as part of the acquisition of Innoergy.

On October 19, 2020, the Company issued 100,000 shares of common stock with an aggregate value of $100,000 to a former director in recognition and appreciation for his years of exemplary service and commitment to the Company as a bonus.

On January 11, 2021, the Company issued 228,980 shares of common stock with a fair value of $354,921 pursuant to a conversion of $10,000 in principal and $344,921 in derivative liability relating to the November 10, 2015 convertible debenture. The fair value of the common stock was determined based on closing price of the Company’s common stock of $1.55 per share. This transaction resulted in a gain on extinguishment of debt of $3,077.

On March 30, 2021, the Company issued 106,375 shares of common stock with a fair value of $222,304 for investor relations.

Item 6. Selected Financial Data

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes for the years ended March 31, 2021 and 2020 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report, particularly in section Item 1A “Risk Factors” of this annual report.

Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended March 31, 2021 and 2020.

Revenue for the year ended March 31, 2021 was $61,413,520 versus $130,138,574 for the year ended March 31, 2020. The Company’s revenues were mainly derived from the sale of marine scrubber units and related services. During the year ended March 31, 2021, the Company was in various stages of engineering, delivery, and commissioning of 69 (2020 – 107) marine scrubber units which contributed to revenue of $60,945,254 (2020 – $129,688,156). The decrease in revenue was due to a major client deferring 32 marine scrubber units to 2021. 13 of these units have been cancelled. The remainder are still postponed with an option to either proceed or cancel. Engin contributed to revenue of $468,266 from providing design and engineering services for CSP contracts during the year ended March 31, 2021 (March 31, 2020 – $450,418).

The gross profit margin for the year ended March 31, 2021 was approximately 35% (2020 – 40%).

Due to the current Covid-19 pandemic and the lower than anticipated oil price spread, expenses for the year ended March 31, 2021, were $24,321,962 as compared to $41,529,313 for the year ended March 31, 2020 as the Company reduced its operations team and closed its Norway subsidiary. Management and technical consulting fees decreased significantly also due to the Norway office closure and lower sales. Management and technical consulting fees were comprised of fees paid to third parties for business development efforts, advisory services, as well as amounts paid to the directors of the Company. Advertising, office-based costs, alongside travel costs also decreased due to reduced business activities. Professional fees were mainly comprised of legal, audit, and accounting costs. During the last 12 months, there were more professional fees incurred due to increased complexity of business requirements and acquisition work. Depreciation and amortization expenses increased mainly due to property, equipment, and intangible assets recorded from Engin acquisition in December 2019. Additionally, the delivery of units resulted in a warranty provision being recorded for possible maintenance and claim issues within a prescribed period. For the year ended March 31, 2021, the Company recorded a warranty expense of $1,228,092 (2020 - $1,630,541) related to the estimated expectation of warranty costs.

During the year ended March 31, 2021, we recorded a gain of $3,240,250 (¥22,000,000) related to the re-evaluation of the probability of the contingent consideration associated with the Engin acquisition. The reason was that the required conditions for the final payment were not met by the selling party.

During the year ended March 31, 2021, due to the Covid-19 pandemic conditions and the narrowing oil price spread, we decided to cease operations of our Norway subsidiary. As a result, a gain on disposition of the Norway subsidiary of $239,174 was recognized.

For the year ended March 31, 2021, our company had a net income of $1,181,078 ($0.03 per share) compared to net income of $10,381,420 ($0.23 per share) for the year ended March 31, 2020.

Our financial results for the years ended March 31, 2021 and 2020 are summarized as follows:

	Year Ended
	March 31,
	2021			2020
Revenues	$	61,413,520		$	130,138,574
Cost of goods sold	$	(39,828,410	)	$	(78,566,155	)
Gross profit	$	21,585,110		$	51,572,419

Expenses
Advertising and promotion	$	902,015		$	1,257,901
Amortization of intangible assets	$	1,601,222		$	1,070,698
Bad debts expense	$	705,454		$	450,262
Depreciation	$	184,975		$	87,614
Foreign exchange loss (gain)	$	235,758		$	(780,567	)
Impairment	$	37,700		$	–
Management and technical consulting	$	8,319,910		$	22,905,321
Operating lease expense	$	489,796		$	428,733
Office and miscellaneous expense	$	1,576,044		$	2,721,884
Professional fees	$	1,970,945		$	1,428,774
Research and development	$	62,943		$	98,041
Salaries and wages	$	6,364,656		$	6,527,743
Transfer agent and filing fees	$	258,777		$	214,203
Travel and accommodation	$	383,675		$	3,488,165
Warranty and related	$	1,228,092		$	1,630,541
Total expenses	$	24,321,962		$	41,529,313

Other Income (Expense)
Financing interest income	$	628,330		$	95,136
Gain (loss) on change in fair value of derivative liability	$	(134,472	)	$	257,102
Gain on termination of lease	$	3,019		$	–
Gain on derecognition of subsidiary	$	239,174		$	–
Gain on reduction of acquisition costs of subsidiary	$	3,240,250		$	–
Interest income (expense) and other	$	(58,371	)	$	(13,924	)
Net Income	$	1,181,078		$	10,381,420

Liquidity and Capital Resources

Working Capital Deficit

	At March 31, 2021		At March 31, 2020
Current Assets	$	41,228,286	$	64,182,889
Current Liabilities	$	41,180,588	$	67,713,871
Working Capital (Deficit)	$	47,698	$	(3,530,982	)

Cash Flows

	Year Ended March 31, 2021			Year Ended March 31, 2020
Net Cash Provided by Operating Activities	$	3,402,719		$	23,449,250
Net Cash Used in Investing Activities	$	(1,559,728	)	$	(4,247,690	)
Net Cash Provided by (Used in) Financing Activities	$	1,750		$	(614,546	)
Effect of Exchange Rate Changes on Cash	$	204,742		$	(63,228	)
Net Change in Cash and Cash Equivalents	$	2,049,483		$	18,523,786

As of March 31, 2021, we had $23,436,417 in cash, $41,228,286 in total current assets, $41,180,588 in total current liabilities, and working capital of $47,698, compared to a working capital deficit of $3,530,982 as at March 31, 2020. The Company’s working capital deficit improved as we closed Norway office and the contingent payable for Engin acquisition was removed due to payment condition not being met. The Company’s contract assets, contract liabilities and accruals changed significantly from period to period, depending on the status of equipment deliveries, customer receipts and payments to third party manufacturers.

During the year ended March 31, 2021, we received $3,402,719 from operating activities, whereas we received $23,449,250 on operating activities for the year ended March 31, 2020. Operating cash flows for the year ended March 31, 2021 primarily consist of deposits and instalments received from customers and our corresponding manufacturing outlays. During the year ended March 31, 2021, the company was in various stages of engineering, delivery, and commissioning of 69 (2020 – 107) marine scrubber units. We completed our revenue-generating activities on substantially all of these vessels in 2021.

During the year ended March 31, 2021, we used $1,559,728 in investing activities, whereas we used $4,247,690 in investing activities during the year ended March 31, 2020. Our investing activities for the year ended March 31, 2021 were primarily related to the acquisition of Innoergy, Richborough, and of office equipment.

During the year ended March 31, 2021, we received $1,750 related to financing activities, whereas we spent $614,546 from financing activities during the year ended March 31, 2020. Our financing activity for the year ended March 31, 2021 related to exercise of stock options.

Anticipated Cash Requirements

We do not anticipate requiring additional funds to fund our budgeted expenses over the next 12 months. However, if we do these funds may be raised through asset sales, equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

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, Canada, United Kingdom, China, Hong Kong 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 year 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 March 31, 2021, we had $23,436,417 in 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 year ended March 31, 2021 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.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Critical Accounting Policies

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. 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. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of property and equipment and intangible assets, contract assets and liabilities associated with revenue contracts in progress, contingent consideration on asset acquisition, warranty accruals, going concern, and deferred income tax asset valuation allowances. 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.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization and are comprised of patents, customer relationships, plant designs, and software licensing. The patents, which were acquired in 2013, are being amortized on a straight-line over the estimated useful life of 17 years. The other intangible assets, which were acquired in December 2019, are being amortized according to the following table. Intangible assets are reviewed annually for impairment.

Patents		17 years straight-line
Customer relationships		6 years straight-line
Plant designs		6 years straight-line
Software licensing		10 years straight-line

Impairment of Long-lived Assets

Our company reviews 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. If 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.

Revenue Recognition

The Company derives revenue from the sale of emission control equipment and related services as well as providing design and engineering services for Concentrated Solar Power.

Irrespective of the line of business 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 Company determines revenue recognition through the following five steps:

●

identification of the contract, or contracts, with a customer;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, performance obligations are satisfied.

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

As our contracts with customers include multiple performance obligations, judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. For such arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on the prices charged to customers or using expected cost-plus margin.

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

Contracts signed with one customer has a significant financing component. The Company provides design, production, and installation services of scrubber units to this customer. 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 instalments 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.

Accounts Receivable

Accounts receivables consist of trade receivables arising in the normal course of business. The Company establishes an allowance for doubtful accounts that reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, age, financial information that is publicly accessible and other currently available evidence.

Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, short term investments, accounts receivable, lease receivable, amounts due from and to related parties, accounts payable and accrued liabilities, and operating lease liability. The recorded values of all financial instruments are at amortized cost which approximate their current fair values because of their nature and respective maturity dates or durations.

Stock-based compensation

The Company records share-based payment transactions for acquiring goods and services from employees and nonemployees in accordance with ASC 718, Compensation – Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are measured at grant-date fair value of the equity instruments issued.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. The majority of the Company’s awards vest upon issuance.

Subsequent to the adoption of ASU 2018-07 - Improvements to Nonemployee Share-Based Payment Accounting, the accounting for employee and non-employee stock options is now aligned.

Contract Liabilities and Contract Assets

Contractual arrangements with customers for the sale of a scrubber unit generally provide for deposits and instalments through the procurement and design phases of equipment manufacturing. Amounts received from 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 are recorded as contract assets until the equipment is manufactured to specifications and accepted by the customer.

The Company presents the contract liabilities and contract assets on its balance sheet when one of the parties to the revenue contract has performed before the other.

Warranty Provision

The Company reserves a 2% warranty provision on the completion of a contract following the commissioning of marine scrubbers, there being a number of milestone-based stage payments. 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 delivery 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.

Lease

Leases classified as operating leases, where the Company is the lessee, are recorded as lease liabilities based on the present value of minimum lease payments over the lease term, discounted using the lessor’s rate implicit in the lease for each individual lease arrangement or the Company’s incremental borrowing rate, if the lessor’s implicit rate is not readily determinable. Corresponding right-of-use assets are recognized consisting of the lease liabilities, initial direct costs and any lease incentive payments. Lease liabilities are drawn down as lease payments are made and right-of-use assets are depreciated over the term of the lease. Operating lease expenses are recognized over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset.

Item 7A. 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 8. Financial Statements and Supplementary Data

PACIFIC GREEN TECHNOLOGIES INC.

Consolidated Financial Statements

March 31, 2021

(Expressed in US dollars)

	Index

Report of Independent Registered Public Accounting Firm	F–2

Consolidated Balance Sheets	F–3

Consolidated Statements of Operations and Comprehensive Loss	F–4

Consolidated Statements of Stockholders’ Equity	F–5

Consolidated Statements of Cash Flows	F–6

Notes to the Consolidated Financial Statements	F–7

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

Pacific Green Technologies Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Pacific Green Technologies Inc. and subsidiaries (the Company) as of March 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern Assessment

As discussed in Note 1 to the consolidated financial statements, the consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. In making this assessment, the Company has evaluated whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the consolidated financial statements are issued. This included assessment of liquidity, judgments about the Company’s future activities including the estimates of future cash flows. The Company concluded that there are no known or currently foreseeable conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

We identified the assessment of the existence of conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern as a critical audit matter. The evaluation of the Company’s estimate of cash flows used in its forecasted model of liquidity for at least 12 months beyond the date of the issuance of the consolidated financial statements involved a high degree of subjective auditor judgment due to uncertainty in the estimate of cash flows.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls related to the Company’s assessment of its ability to continue as a going concern. This included a control related to determination of significant assumptions used in the forecasted model of liquidity, including forecast sales and forecast costs. We assessed the reasonableness of the significant assumptions used in the Company’s forecasted model of liquidity by comparing the forecasted cash flows to actual results, underlying agreements and documentation. We compared the Company’s historical forecasted cash flows to actual results to assess the Company’s ability to accurately forecast. We performed sensitivity analyses to assess the impact of changes in the significant assumptions included in the Company’s forecasted model of liquidity. We assessed the Company’s forecasted model of liquidity in the context of other audit evidence obtained during the audit to determine whether it supported or contradicted the conclusions reached by the Company.

/s/ KPMG LLP

Chartered Professional Accountants

We have served as the Company’s auditor since 2019.

Vancouver, Canada

June 29, 2021

F-2

PACIFIC GREEN TECHNOLOGIES INC.

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

	March 31, 2021 $			March 31, 2020 $

ASSETS
Cash and cash equivalent		23,436,417			21,386,934
Short-term investments and amounts in escrow (Note 3)		1,126,728			718,100
Accounts receivable, net of allowance for doubtful account of $1,559,757 in 2021 and $361,858 in 2020		10,996,220			16,161,811
Prepaid expenses and parts inventory		932,948			839,705
Contract assets (Note 10)		4,329,607			24,604,339
Lease receivable, current portion (Note 4)		406,366			472,000
Total Current Assets		41,228,286			64,182,889

Lease receivable (Note 4)		–			369,634
Long term receivable		2,735,415			2,027,855
Project under development (Note 9)		2,001,116			–
Property and equipment (Note 5)		1,229,828			1,301,905
Intangible assets (Note 6)		11,180,524			12,575,303
Goodwill (Note 7 and 8)		4,293,789			3,524,162
Right of use asset		1,118,949			1,813,921
Security deposit		635,870			430,568
Total Assets		64,423,777			86,226,237

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued liabilities (Note 12)		24,486,138			42,276,285
Warranty provision (Note 13)		2,425,107			1,089,356
Contract liabilities (Note 10)		13,603,559			23,553,267
Convertible debenture (Note 11)		–			30,000
Current portion of lease obligations (Note 20)		490,947			548,338
Due to related parties (Note 14)		174,837			42,141
Derivative liability (Note 11)		–			174,484
Total Current Liabilities		41,180,588			67,713,871

Long-term accounts payable and accrued liabilities (Note 12)		3,294,342			1,622,284
Long-term lease obligations (Note 20)		822,289			1,305,722
Total Liabilities		45,297,219			70,641,877

Stockholders’ Equity

Preferred stock, 10,000,000 shares authorized, $0.001 par value nil and nil shares issued and outstanding, respectively		–			–
Common stock, 500,000,000 shares authorized, $0.001 par value 46,990,565 and 45,659,971 shares issued and outstanding, respectively (Note 15)		46,991			45,660
Additional paid-in capital		92,327,092			90,653,018
Accumulated other comprehensive income		892,732			207,017
Deficit		(74,140,257	)		(75,321,335	)
Total Stockholders’ Equity		19,126,558			15,584,360
Total Liabilities and Stockholders’ Equity		64,423,777			86,226,237

Nature of Operations (Note 1)

Commitment (Note 20)

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

F-3

PACIFIC GREEN TECHNOLOGIES INC.

Consolidated Statements of Operations and Comprehensive Income

(Expressed in U.S. Dollars)

	Year Ended March 31, 2021 $			Year Ended March 31, 2020 $

Sales (Note 10)		61,413,520			130,138,574
Cost of goods sold (Note 10)		(39,828,410	)		(78,566,155	)
Gross profit		21,585,110			51,572,419

Expenses
Advertising and promotion		902,015			1,257,901
Amortization of intangible assets (Note 6)		1,601,222			1,070,698
Bad debts expense		705,454			450,262
Depreciation (Note 5)		184,975			87,614
Foreign exchange loss (gain)		235,758			(780,567	)
Impairment of intangible assets (Note 6)		37,700			–
Management and technical consulting		8,319,910			22,905,321
Operating lease expense (Note 20)		489,796			428,733
Office and miscellaneous		1,576,044			2,721,884
Professional fees		1,970,945			1,428,774
Research and development		62,943			98,041
Salaries and wage expenses		6,364,656			6,527,743
Transfer agent and filing fees		258,777			214,203
Travel and accommodation		383,675			3,488,165
Warranty and related (Note 13)		1,228,092			1,630,541
Total expenses		24,321,962			41,529,313
(Loss) income before other income (expense)		(2,736,852	)		10,043,106
Other income (expense)
Financing interest income		628,330			95,136
(Loss) gain on change in fair value of derivative liability (Note 11)		(134,472	)		257,102
Gain on termination of lease		3,019			–
Gain on derecognition of cost of subsidiary (Note 19)		239,174			–
Gain on reduction in acquisition costs of subsidiary (Note 7)		3,240,250			–
Interest income (expense) and other		(58,371	)		(13,924	)
Total other income		3,917,930			338,314

Net income for the year		1,181,078			10,381,420
Other comprehensive income

Foreign currency translation gain (loss)		685,715			(63,228	)

Comprehensive income for the year		1,866,793			10,318,192
Net income per share, basic and diluted		0.03			0.23
Net income per share, diluted		0.03			0.22
Weighted average number of shares outstanding, basic¹		46,543,758			46,022,709
Weighted average number of shares outstanding, diluted		46,618,758			46,201,052

(1)	The period ended March 31, 2021, includes 337,500 stock options (March 31, 2020 – 487,500) that are exercisable at any time and for nominal cash consideration.

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

F-4

PACIFIC GREEN TECHNOLOGIES INC.

Consolidated Statement of Stockholders’ Equity

(Expressed in U.S. Dollars)

								Accumulated
					Additional			Other
	Common Stock				Paid-in			Comprehensive						Stockholder’s
	Shares		Amount		Capital			Income			Deficit			Equity
	#		$		$			$			$			$

Balance March 31, 2019		45,493,439		45,493		90,684,174			270,245			(85,702,755	)		5,297,157

Fair value of options granted		–		–		91,711			–			–			91,711
Shares issued for cancellation (Note 15)		25,000		25		73,475			–			–			73,500
Shareholder settlement (Note 15)		–		–		135,454			–			–			135,454
Shares issued for acquisition (Note 15)		125,000		125		368,625			–			–			368,750
Shares issued to employees (Note 15)		16,532		17		49,579			–			–			49,596
Settlement of warrants (Note 16)		–		–		(750,000	)		–			–			(750,000	)
Foreign exchange translation (loss)		–		–		–			(63,228	)		–			(63,228	)
Net income for the year		–		–		–			–			10,381,420			10,381,420
Balance March 31, 2020		45,659,971		45,660		90,653,018			207,017			(75,321,335	)		15,584,360
Fair value of options granted		–		–		207,350			–			–			207,350
Shares issued for option exercise (Note 17)		175,000		175		1,575			–			–			1,750
Shares issued for commissions (Note 15)		95,238		96		95,143			–			–			95,239
Shares issued for employee settlement and investor relations (Note 15)		256,375		256		391,568			–			–			391,824
Shares issued on debt conversion (Note 15)		278,981		279		401,463			–			–			401,742
Shares issued for acquisition (Note 15)		525,000		525		576,975			–			–			577,500
Foreign exchange translation		–		–		–			685,715			–			685,715
Net income for the year		–		–		–			–			1,181,078			1,181,078
Balance March 31, 2021		46,990,565		46,991		92,327,092			892,732			(74,140,257	)		19,126,558

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

F-5

PACIFIC GREEN TECHNOLOGIES INC.

Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

	Year Ended			Year Ended
	March 31,			March 31,
	2021			2020
	$			$

Operating Activities

Net income for the year		1,181,078			10,381,420
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets (Note 6)		1,601,222			1,070,698
Gain on disposition of subsidiary		(242,193	)		–
Gain on reduction of acquisition costs of subsidiary (Note 7)		(3,240,250	)		–
Operating lease expense (Note 20)		489,796			428,733
Depreciation (Note 5)		184,975			87,614
Lease finance charge		36,733			56,358
(Gain) Loss on change in fair value of derivative liability (Note 11)		134,472			(257,102	)
Fair value of stock options granted		207,350			91,711
Shares issued for services (Note 15)		487,012			123,096
Loss on unrealized foreign exchange		172,134			–
Changes in operating assets and liabilities:
Short-term investments and amounts held in trust		507,151			1,018,838
Accounts receivable		4,868,895			(15,892,527	)
Prepaid expenses and deposits		(134,881	)		(358,572	)
Lease payments		(536,114	)		(388,594	)
Contract assets		20,274,732			(12,366,514	)
Accounts payable and accrued liabilities		(14,108,132	)		33,858,164
Warranty provision		1,335,751			968,011
Contract liabilities		(9,949,708	)		4,702,780
Due to related parties		132,696			(74,864	)
Net Cash Provided by Operating Activities		3,402,719			23,449,250

Investing Activities:
Acquisition of businesses, net of cash acquired		114,013			(3,800,876	)
Asset acquisition		(681,957	)		–
Additions of property and equipment		(76,005	)		(446,814	)
Short-term investments		(915,779	)		–
Net Cash Used in Investing Activities		(1,559,728	)		(4,247,690	)

Financing Activities
Proceeds from exercise of stock options (Note 15)		1,750			–
Shareholder settlement (Note 15)		–			135,454
Share purchase warrants settled (Note 16)		–			(750,000	)
Net Cash Provided by (Used in) Financing Activities		1,750			(614,546	)
Effect of Foreign Exchange Rate Changes on Cash		204,742			(63,228	)
Change in Cash and Cash Equivalents		2,049,483			18,523,786
Cash and Cash Equivalents, Beginning of Year		21,386,934			2,863,148
Cash and Cash Equivalents, End of Year		23,436,417			21,386,934

Non-Cash Investing and Financing Activities, excluded in above:
Common stock issuable in acquisition		525,000			368,750
Consideration accrued for acquisition, net of imputed discount		1,516,985			5,190,023
Right of use assets and lease obligations recognized		–			2,190,569
Supplemental Disclosures:
Interest paid		–			–
Income taxes paid		9,632			–

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

F-6

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(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. On December 20, 2019, the Company acquired Shanghai Engin Digital Technology Co. Ltd., a company incorporated and registered in China (“Engin”). Engin is a solar design, development, and engineering company (Note 7). On June 19, 2020, Engin was changed to Pacific Green Technologies (Shanghai) Co. Ltd. On October 19, 2020, the Company acquired Innoergy Limited (“Innoergy”). Innoergy is a designer of battery energy storage systems and registered in the United Kingdom (Note 8). In connection with the acquisition, Innoergy adopted the name Pacific Green Innoergy Technologies Limited. On March 18, 2021, the Company acquired Richborough Energy Park Ltd. (“Richborough”), a company in the business of battery energy storage systems and registered in the United Kingdom (Note 9).

In connection with preparing consolidated financial statements for each annual and interim reporting period, the Company is required to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt exists when conditions and events, considered in aggregate, indicate that it is probable that a company will be unable to meet its obligations as they become due within one year after the date that the consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans and actions that have not been fully implemented as of the date that the financial statements are issued. When substantial doubt exists, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both: (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued; and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

Generally, to be considered probable of being effectively implemented, the plans must have been approved before the date that the financial statements are issued.

Management’s evaluation has concluded that there are no known or currently foreseeable conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued. These consolidated financial statements have therefore been prepared on the basis that the Company will continue as a going concern.

F-7

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(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 Marine Technologies (Norway) SA (“PGN”)		Wholly-owned subsidiary of PGTU
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 Hydrogen Technologies Inc. (“PGHT”)		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 (China) Ltd. (“PGTC”)		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
Richborough Energy Park Ltd. (“Richborough”)		Wholly-owned subsidiary of PGESU

On July 1, 2020, the Company ceased operations of PGN (Note 19). PGN has been deconsolidated as it has been run by the courts. All inter-company balances and transactions have been eliminated upon consolidation.

F-8

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

(b)

Use of Estimates

(c)

Property and Equipment

Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates, net of any residual value determined.

Furniture and equipment		5 years straight-line
Leasehold improvements		3 years straight-line
Test Scrubber system		20 years straight-line
Computer equipment		5 years straight-line
Building		20 years straight-line

(d)

Intangible Assets

Patents		17 years straight-line
Customer relationships		6 years straight-line
Plant designs		6 years straight-line
Software licensing		10 years straight-line

(e)

Impairment of Long-lived Assets

F-9

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(f)

Financial Instruments and Fair Value Measurements

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

F-10

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(g)

Revenue Recognition

The Company derives revenue from the sale of emission control equipment and related services as well as providing design and engineering services for Concentrated Solar Power.

The Company determines revenue recognition through the following five steps:

●

Identification of the contract, or contracts, with a customer

●

Identification of the performance obligations in the contract

●

Determination of the transaction price

●

Allocation of the transaction price to the performance obligations in the contract

●

Recognition of revenue when, or as, performance obligations are satisfied

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

F-11

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(h)

Contract Liabilities and Contract Assets

The Company presents the contract liabilities and contract assets on its balance sheet when one of the parties to the revenue contract has performed before the other.

(i)

Warranty Provision

(j)

Income Taxes

The Company accounts for income taxes using the asset and liability method. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

The Company provides for interest and potential administrative penalties where management has assessed that the probability of assessment is greater than 50%. Interest and penalties assessed or expected to be assessed by tax authorities are included in tax expense for the period.

F-12

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(k)

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. The functional currencies of PGTA, PGTU, PGMG, PGTC, PGTIL, PGMT US, PGST, PGEP, PGEST, PGT Can, and PGN are United States dollar. The functional currency of ENGIN and GNPE are Chinese Yuan. PGESU, Innoergy, and Richborough use the United Kingdom Pound as their functional currency. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

The accounts of ENGIN, GNPE, PGESU, Innoergy, and Richborough are translated to United States dollars using the current rate method. Accordingly, assets and liabilities are translated into United States dollars at the period end exchange rate while revenue and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income.

(l)

Research and Development

Research and development costs are charged as operating expenses as incurred.

(m)

Stock-based compensation

Subsequent to the adoption of ASU 2018-07 - Improvements to Nonemployee Share-Based Payment Accounting, the accounting for employee and non-employee stock options is now aligned.

(n)

Earnings (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential options and warrants outstanding during the period using the treasury stock method and convertible debenture using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at March 31, 2021, the Company had 2,890,000 (2020 – nil) anti-dilutive shares outstanding.

F-13

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(o)

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss) and items in other comprehensive income (loss) that are excluded from net income or loss. As at March 31, 2021 and 2020, other comprehensive income (loss) includes cumulative translation adjustments for changes in foreign currency exchange rates during the period.

(p)

Lease

(q)

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.

F-14

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

3.	Short-term Investments and amounts in escrow

At March 31, 2021, the Company has a $60,408 (CAD $75,938) (March 31, 2020 – $53,106 (CAD $75,000) 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, 2021.

At March 31, 2021, the Company has $915,779 (RMB 6,000,000) (March 31, 2020 – nil) in short term investment.

At March 31, 2021, the Company’s solicitor is holding $150,541 (March 31, 2020 – $664,994) relating to proceeds under customer contracts to be released upon satisfying performance obligations.

4.	Lease Receivable

On December 12, 2017, the Company completed the sale of a constructed ENVI-Marine scrubber system under an energy management lease arrangement. The Company’s lease receivable as at March 31, 2021 and March 31, 2020, consists of an amount due from the customer under a long-term lease arrangement.

The payments to the Company under the lease arrangement are based on a quarterly payment of $118,000 per quarter through fiscal 2022. The current portion presented below reflects the minimum expected payments per the lease arrangement for the next twelve months.

At the completion of the minimum required lease payments, the title of the asset transfers to the customer. No amount has been allocated to the residual value. Moreover, there are no other variable amounts involved in this lease arrangement.

	March 31, 2021 $		March 31, 2020 $

Current portion, expected within twelve months		406,366		472,000
Amounts expected thereafter		–		369,634

Total		406,366		841,634

	$

2021		419,114
Interest deemed hereunder		(12,748	)

Total		406,366

F-15

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

5.	Property and Equipment

	Cost $		Accumulated amortization $			March 31, 2021 Net carrying value $		March 31, 2020 Net carrying value $

Building		996,744		(91,847	)		904,897		869,791
Furniture and equipment		288,078		(101,892	)		186,186		274,338
Computer equipment		16,712		(6,672	)		10,040		13,930
Leasehold improvements		109,849		(63,905	)		45,944		73,140
Testing equipment- Scrubber system		107,122		(24,361	)		82,761		70,706

Total		1,518,505		(288,677	)		1,229,828		1,301,905

The company recorded $184,975 in depreciation expense on property and equipment for the year ended March 31, 2021 (2020 – $87,614).

6.	Intangible Assets

	Cost $		Accumulated amortization $			Cumulative impairment $			March 31, 2021 Net carrying value $		March 31, 2020 Net carrying value $

Patents and technical information		35,852,556		(7,426,946	)		(20,457,255	)		7,968,355		8,845,823
Backlogs		98,599		(60,899	)		(37,700	)		–		81,193
Customer lists		239,324		(49,272	)		–			190,052		215,844
Patents and certifications		3,791,325		(780,556	)		–			3,010,769		3,419,375
Software licensing		12,414		(1,066	)		–			11,348		13,068
Total		39,994,218		(8,318,739	)		(20,494,955	)		11,180,524		12,575,303

The Company recorded $1,601,222 of amortization expense on intangible assets for the year ended March 31, 2021 (2020 – $1,070,698). The Company also recorded an impairment of $37,700 on backlogs for the year ended March 31, 2021 (2020 – $nil).

Future amortization of intangible assets is as follows:

Calendar year	$

2021		1,165,492
2022		1,553,989
2023		1,553,989
2024		1,553,989
2025		1,552,607
Thereafter		3,800,458
Total future minimum lease payments		11,180,524

F-16

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

7.	Acquisition of Shanghai Engin Digital Technology Co. Ltd

On December 20, 2019, the Company acquired all the issued and outstanding stock of Shanghai Engin Digital Technology Co. Ltd., a solar design, development and engineering company and its subsidiary. Engin’s expertise in solar technologies provides the Company another green technology to market and develop internationally alongside our manufacturing. The acquisition was concluded concurrently with two groups. The first purchase of the 75% interest was acquired for consideration of $5,864,234 (¥41,000,000) upon signing (paid), plus a further $2,145,002 (¥15,000,000) due by March 20, 2020 (paid) and a final conditional payment of $2,860,002 (¥20,000,000) (not paid). The remaining 25% interest was acquired for consideration of 125,000 new shares of the Company (issued after year end), plus a further conditional $286,000 (¥2,000,000) (not paid). The required conditions for the final payment were not met by the selling party. As a result, the company derecognized the liability and recorded a gain of $3,240,250 (¥22,000,000). On June 19, 2020, Engin’s name was changed to Pacific Green Technologies (Shanghai) Co. Ltd.

Total purchase consideration was estimated at $11,052,307, inclusive of the fair value of the conditional payments, which were considered probable at the acquisition date. The 125,000 shares in the Company have been estimated to have a fair value of $368,750 or $2.95 per share. This share price is determined on the basis of the closing market price of the Company’s common shares at the date of acquisition.

The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition. The purchase consideration has been applied to cash of $2,063,358, other net working capital of Engin of $1,024,461, property and equipment of $948,662, intangible assets of $4,124,007, and cumulative translation adjustment of $484,128. The residual value of consideration after applying it to the carrying values of assets and liabilities acquired and fair value adjustments, resulted in a goodwill allocation of $3,744,697. The goodwill paid as part of the acquisition is expected to be tax deductible.

F-17

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

8.	Acquisition of Innoergy Limited

On October 19, 2020, the Company entered into a Share Purchase Agreement for the acquisition of a 100% interest in Innoergy Limited and immediately changed its name to Pacific Green Innoergy Technologies Limited. Innoergy is a designer of battery energy storage systems registered in the United Kingdom. The acquisition marks the Company’s entry into the battery energy storage system market in conjunction with its joint venture partner, PowerChina SPEM.

In consideration of all the issued and outstanding securities of Innoergy, the Company has issued to the selling shareholders of Innoergy an aggregate of 525,000 common shares of the Company. The Company paid $32,490 (£25,000) to a selling shareholder on completion of the transaction and will pay an equal amount when Innoergy achieves battery storage sales equivalent to 50 megawatts. The common shares of the Company issued to the sellers are subject to a sales volume restriction of 65,625 shares per calendar quarter. As a further condition of the acquisition, Pacific Green will make available to Innoergy a working capital credit facility of approximately $455,000 (£350,000) (at an interest rate of eight percent (8%) above the Bank of England base rate per annum), which will be due on demand and secured by a floating charge and debenture against the assets of Innoergy.

Total purchase consideration is estimated at $633,911, inclusive of the fair value of the conditional payments, which were considered 75% probable at the acquisition date. Total purchase consideration also includes 525,000 shares with fair value of $577,500 or $1.10 per share. This share price is determined on the basis of the closing market price of the Company’s common shares at the date of acquisition. The results of operations of the acquired business and the fair value of the acquired assets and assumed liabilities are included in the Company’s consolidated financial statements with effect from the date of the acquisition. The purchase consideration has been applied to cash of $146,503, other net working capital of $2,758, property and equipment of $540, and loan payable of $64,981. The residual value of $549,091 has been allocated to goodwill, which is expected to be partially or completely tax deductible.

F-18

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

9.	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 Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable group of similar identifiable assets. Accordingly, the consideration was allocated on a relative fair value basis to the assets acquired and liabilities assumed.

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.

F-19

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

10.

Sales, Contract Assets and Contract Liabilities

The Company has analyzed its sales contracts under ASC 606 and has identified performance conditions that are not directly correlated with contractual payment terms with customer. As a result of the timing differences between customer payments and satisfaction of performance conditions, contractual assets and contractual liabilities have been recognized.

Contracts are unique to customers’ requirements. However, the Company’s performance obligations can generally be identified as:

●

Specified service works

●

Certified design and engineering works

●

Acceptance of delivered equipment to customers

●

Acceptance of commissioned equipment

For the year ended March 31, 2021, the Company recognized sales revenues in proportion to performance obligations as noted below:

	2021 $		2020 $

Specified service works		1,421,777		1,485,990
Certified design and engineering works		8,360,112		51,354,969
Acceptance of delivered equipment to customers		29,481,173		59,608,692
Acceptance of commissioned equipment		21,682,192		17,238,505
Concentrated solar power contracts		468,266		450,418

Total		61,413,520		130,138,574

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

	Contract Assets $			Sales (Cost of sales) $			Contract Liabilities $

Balance, March 31, 2019		12,237,825						(18,850,487	)

Customer receipts and receivables		–			–			(134,841,354	)
Sales recognized in earnings		–			130,138,574			130,138,574
Payments and accruals under contracts		90,932,669			–			–
Costs recognized in earnings		(78,566,155	)		(78,566,155	)		–

Balance, March 31, 2020		24,604,339						(23,553,267	)

Customer receipts and receivables		–			–			(51,463,812	)
Sales recognized in earnings					61,413,520			61,413,520
Payments and accruals under contracts		19,553,678			–			–
Costs recognized in earnings		(39,828,410	)		(39,828,410	)		–

Balance, March 31, 2021		4,329,607						(13,603,559	)

For the year ended March 31, 2021, revenue included $16,597,709 from settlement agreements with two customers. Contract liability included $5,276,500 cash payment from one customer to postpone contracts with an option to either proceed or cancel.

F-20

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

11.

Convertible Debenture and Derivative Liability

On November 10, 2015, the Company entered into a $110,000 convertible debenture with a non-related party, in exchange for $100,000, net of $10,000 for legal fees which was deferred and amortized over the term of the debenture. Under the terms of the debenture, the amount is unsecured, bears guaranteed interest at 10% and default interest at 20% per annum and was due on November 10, 2016. The note is convertible into shares of common stock of the Company equal to the lower of: (a) $0.40 or (b) 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date of conversion.

As at March 31, 2021, the carrying value of the debenture was $nil (March 31, 2020 – $30,000) and interest expense on the debenture for the year was recorded as $40,253 (2020 – $6,000). During the year, the Company received notice for the conversion of $30,000 of principal and $81,592 of interest due under a convertible promissory note. Accordingly, the Company has issued 278,981 common shares in settlement at the conversion rate of $0.40 per share.

The fair value of the derivative liability was calculated using a binomial option pricing model. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the year ended March 31, 2021, the Company recorded a loss on the change in fair value of derivative liability of $134,472 (March 31, 2020 – gain of $257,102).

	As at March 31, 2021		As at March 31, 2020

Estimated common stock issuable upon conversion		–		178,343
Estimated exercise price per common share		–	$	0.40
Risk-free interest rate		–		0.11	%
Expected volatility		–		193.6	%
Expected life (in years)		–		0.25

	$

Balance, March 31, 2019		431,586

Mark to market adjustment		(257,102	)

Balance, March 31, 2020		174,484

Mark to market adjustment		134,472

Conversion		(308,956	)

Balance, March 31, 2021		–

F-21

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

12.

Accounts payable and accruals

	March 31, 2021 $		March 31, 2020 $

Accounts payable		3,961,965		9,610,748
Accrued liabilities		20,290,390		32,599,586
Loan payable		68,975		–
Payroll liabilities		164,808		65,951
Total short-term accounts payable and accrued liabilities		24,486,138		42,276,285
Long term accrued liabilities		3,294,342		1,622,284
Balance, end of year		27,780,480		43,898,569

13.

Warranty costs

During the year ended March 31, 2021, the Company recorded a non-cash warranty expense of $1,228,092 (March 31, 2020 – $1,630,541) 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. During the year ended March 31, 2021, the Company used 2% to calculate warranty provision (2020 – 2%) based on management’s best estimate.

	March 31, 2021 $		March 31, 2020 $

Balance, beginning of year		1,089,356		121,345
Expense for warranty provision		1,228,092		1,630,541
Expenses and adjustments		107,659		(662,530	)

Balance, end of year		2,425,107		1,089,356

14.

Related Party Transactions

(a)

As at March 31, 2021, the Company owed $174,837 (March 31, 2020 – $42,141) to directors or companies controlled by directors of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.

(b)

During the year ended March 31, 2021, the Company incurred $1,747,504 (March 31, 2020 – $2,003,938) in consulting fees, salaries, and commissions to companies controlled by a director of the Company.

(c)

During the year ended March 31, 2021, the Company incurred $231,090 (March 31, 2020 – $323,622) in consulting fees to directors or companies controlled by directors of the Company.

F-22

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

15.

Common Stock

Common stock issued during the year ended March 31, 2021:

(a)

On July 17, 2020, the Company issued 50,000 shares of common stock with an aggregate value of $69,500 to a former officer of the Company as per the terms of an employment settlement agreement.

(b)

(c)

(d)

On September 28, 2020, the Company issued 95,239 shares of common stock with an aggregate value of $95,239 under the terms of a sales commission agreement.

(e)

On October 19, 2020, the Company issued 525,000 shares of common stock with an aggregate value of $577,500 as part of the acquisition of Innoergy.

(f)

On October 19, 2020, the Company issued 100,000 shares of common stock with an aggregate value of $100,000 to a former director in recognition.

	(g)	On January 11, 2021, the Company issued 228, 980 shares of common stock with a fair value of $354,921 pursuant to a conversion of $10,000 in principal and $344,921 in derivative liability relating to the November 10, 2015 convertible debenture. The fair value of the common stock was determined based on closing price of the Company’s common stock of $1.55 per share. This transaction resulted in a gain of debt of $3,077.

	(g)	On March 30, 2021, the Company issued 106,375 shares of common stock with a fair value of $222,304 for investor relations.

Common stock issued during the year ended March 31, 2020:

(a)

(b)

In February 14, 2020, 125,000 common shares in the Company with an estimated fair value of $368,750 or $2.95 per share were issued as part of the acquisition of Engin (See note 7).

(c)

In February 14 2020, 16,532 common shares of the Company were issued to employees in the Company’s sales division as compensation with a fair value of $3.00 per share.

F-23

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

16.

Share Purchase Warrants

	Number of warrants			Weighted average exercise price $

Balance, March 31, 2019		4,300,000		2.15
Cancelled		(1,000,000	)	2.50

Balance, March 31, 2020		3,300,000		2.15

Expired		(3,300,000	)	2.50

Balance, March 31, 2021		–		–

On November 10, 2019, the Company entered into an agreement with a warrant holder for the settlement of 1,000,000 share purchase warrants, with an exercise price of $1.00 per share and expiry of November 23, 2019. Under the terms of the settlement agreement, the Company paid $750,000 for the surrender and cancellation of these warrants.

On July 1, 2020, 3,300,000 share purchase warrants expired unexercised.

F-24

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

17.

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, 2019		3,452,500		1.41	2.30		5,481,125

Granted		75,000		1.99
Forfeited		(150,000	)	0.63

Balance, March 31, 2020		3,377,500		1.46	1.49		6,045,000

Exercised		(175,000	)	0.01
Granted		100,000		1.01

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

Additional information regarding stock options outstanding as at March 31, 2021 is as follows:

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

	312,500	0.42	0.01
	2,865,000	0.67	1.70
	25,000	1.29	2.26
	25,000	2.79	1.03
	25,000	3.00	0.01
	50,000	3.00	1.50
	3,302,500

Unless otherwise noted, the Company estimates the fair value of its stock options using the Black-Scholes option pricing model, assuming no expected dividends or forfeitures.

The Company agreed to an extension of 312,500 stock options issued to the Company’s former President which were due to expire August 31, 2020. The stock options have an exercise price of $0.01 per share and have been extended to August 31, 2021. The extension of the stock options has not resulted in any material incremental fair value to be recorded.

F-25

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

17.

Stock Options (continued)

On January 15, 2021, the Company granted 25,000 stock options to an officer of the Company. These options are exercisable at a 25% discount to the average of the 30 trading days immediately prior to January 15, 2021. The options are exercisable on January 15, 2022 for a period of 3 years or 12 months following the termination of officer’s employment contract dated January 15, 2020, whichever is earlier.

On March 31, 2021, the Company granted 75,000 stock options to an officer of the Company. 25,000 options are exercisable at the price of $0.01 and 50,000 options are exercisable at the price of $1.50. These options expire on March 30, 2024.

The following weighted average assumptions were used in the determination of fair value using the Black-Scholes option pricing model:

	2021	2020

Risk-free interest rate	1.54%	2.31%
Expected life (in years)	3.00	2.75
Expected volatility	134%	180%

The fair value of stock options vested and recognized during the year ended March 31, 2021 was $207,350 (2020 – $91,711), which was recorded as additional paid-in capital and charged to salaries.

F-26

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

18.

Segmented Information

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

	March 31, 2021
	North America $		Europe $		Asia $		Total $

Property and equipment		134,594		180,304		914,930		1,229,828
Intangible Assets		7,968,355		–		3,212,169		11,180,524
Right of use assets		49,278		837,533		232,138		1,118,949

		8,152,227		1,017,837		4,359,237		13,529,301

	Year Ended March 31, 2021
	North America $		Europe $		Asia $		Total $

Revenues by customer region		5,047,715		55,702,530		663,275		61,413,520

	March 31, 2020
	North America $		Europe $		Asia $		Total $

Property and equipment		154,208		263,976		883,721		1,301,905
Intangible Assets		8,845,823		–		3,729,480		12,575,303
Right of use assets		83,256		1,471,847		258,818		1,813,921

		9,083,287		1,735,823		4,872,019		15,691,129

	Year Ended March 31, 2020
	North America $		Europe $		Asia $		Total $

Revenues by customer region		10,266,338		113,967,818		5,904,418		130,138,574

For the year ended March 31, 2021, 75% (2020 – 71%) of the Company’s revenues were derived from the largest customer. 15% (2020 – 11%) of the Company’s revenues were derived from the second largest customer.

F-27

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

19.	Deconsolidation of PGMT Norway SA (PGN)

	Effective July 1, 2020, the Company ceased operations of the Norway subsidiary. This was due in part to the thinning spread of the current oil prices combined with the current Covid-19 pandemic conditions. All the assets in PGN were liquidated through a court process. The Company has removed the subsidiary’s assets and liabilities from the consolidated balance sheet and recorded a gain of $239,174. The intercompany loan was due to PGMT US and it was written off due to the liquidation. The courts have now closed this case and the Company has no further liability. At July 1, 2020, PGN’s assets and liabilities were as shown below:

	$
Assets:
Cash		22,314
Prepaids		1,135
PPE		26,720
Right of use		241,825
Total Assets		291,994

Liabilities
Accounts payable		289,301
Intercompany loans		1,572,571
Operating lease		244,274
Total liabilities		2,106,146
Net liability		(1,814,152	)
Intercompany loans write-off		1,572,571
Less: investment in subsidiary		2,407
Gain on disposition		239,174

20.

Commitments

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

		Effective July 1, 2020, the Company terminated its operating lease in Lysaker, Norway as the company has ceased operations of its Norway subsidiary

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%
North Vancouver, Canada	December 1, 2019	August 31, 2022	1.75	4.50%
Shanghai, China	March 1, 2020	May 31, 2025	5.25	4.75%

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

F-28

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

20.

Commitments (continued)

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 year ended March 31, 2021:
Operating lease expense *		$	489,796

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 next five years of the lease as follows:

Calendar Year	$

2021		406,725
2022		528,611
2023		391,951
2024		64,105
2025		16,026
Total future minimum lease payments		1,407,418
Imputed interest		(94,182	)
Operating lease obligations		1,313,236

(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.

(c)

On December 2, 2020, the Company signed a Joint-Venture 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 will hold 70% interest in the joint venture.

The parties will fund the venture proportionately, 70% by the Company and 30% by Amkest Group. Neither party have funded the joint venture to date and there has been no revenue and expense associated with it.

F-29

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

21.

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:

	2021 $			2020 $

United States		3,523,847			9,719,018
Foreign		(2,342,769	)		662,402
Net income before taxes		1,181,078			10,381,420

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.

	2021 $			2020 $

Net income (loss) before taxes		1,181,078			10,381,420
Statutory tax rate		21	%		21	%

Expected income tax expense (recovery)		248,026			2,180,098
Permanent differences and other		1,661,313			387,020
Foreign tax rate difference		(28,961	)		(12,973	)
Change in valuation allowance		(1,880,378	)		(2,554,145	)

Income tax provision		–			–

Current		–			–
Deferred		–			–

Income tax provision		–			–

F-30

PACIFIC GREEN TECHNOLOGIES INC.

Notes to the Consolidated Financial Statements

Years Ended March 31, 2021 and 2020

(Expressed in U.S. Dollars)

21.

Income Taxes (continued)

As at March 31, 2021, the Company has completed delinquent tax filings and management believes that the active entities within the group are now 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.

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. Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred income tax assets and liabilities at March 31, 2021 and 2020 are primarily comprised of the following:

	2021 $			2020 $

Net operating losses carried forward		3,459,282			2,387,441
Tax basis of intangibles and depreciable assets in excess of book value		(230,624	)		1,680,000
Lease receivable without tax basis		(286,254	)		(176,743	)
Warranty and accruals timing differences		185,781			1,117,865
Deferred tax asset		3,128,185			5,008,563
Valuation allowance		(3,128,185	)		(5,008,563	)

Net deferred tax asset		–			–

On December 22, 2017, the US federal tax legislation commonly known as the Tax Cut and Jobs Act (TCJA) was signed into law. The TCJA made major changes to the Internal Revenue Code, including reducing the US federal income corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. Under the TCJA, for net operating losses (“NOLs”) arising in taxable years beginning after December 31, 2017, the TCJA limits a US corporate taxpayer’s ability to utilize NOL carryforwards to 80% of the taxpayer’s taxable income (as modified by the CARES Act, as described below). In addition, NOLs arising in taxable years beginning after December 31, 2017 can be carried forward indefinitely, with no carryback. NOLs generated in tax years beginning before January 1, 2018 are not subject to the taxable income limitation and generally has a 20 year carryforward. On March 27, 2020 the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The CARES Act introduced various tax changes, including granting a five-year carry back period for NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021, temporary suspension of the 80% taxable income limitation on the use of NOLs arising in tax years beginning after December 31, 2017 but before January 1, 2021.

The Company estimates that is has accumulated net operating losses of approximately $16,500,000, which were mainly incurred in the U.S. and expires as follow:

	U.S.		UK and Other		Total
	$		$		$

2036		2,032,706		–		2,032,706
2038		897,440		–		897,440
No expiration		10,412,408		3,157,446		13,569,854
Total estimated tax losses		13,342,554		3,157,446		16,500,000

F-31

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and chief financial officer (principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our company’s 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 accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our Chief Executive Officer (our principal executive officer) and chief financial officer (principal financial officer and principal accounting officer), our company conducted an evaluation of the effectiveness of our company’s internal control over financial reporting as of March 31, 2021 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2021, our company determined that there were control deficiencies that constituted material weaknesses, as described below.

●

We do not have an Audit Committee for the entire year – The Company established an Audit Committee in March 2021. While not being legally obligated to have an Audit Committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over our company’s financial statements. Historically, the board of directors has acted in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. Given the timing of the establishment of the Audit Committee, we have not yet had the opportunity to test the operating effectiveness and we conclude that this material weakness has not been remediated.

As a result of the material weaknesses described above, management has concluded that our company did not maintain effective internal control over financial reporting as of March 31, 2021 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

In January 2020, the newly appointed chief financial officer commenced a review of controls and processes relating to accounting and financial reporting. In March 2020, the Company hired two experienced, qualified accountants to join the finance team. New controls were put in place to calculate, review and book transactions and to provide improved documentation and supporting information. Previously, we had identified a material weakness associated with not having adequate accounting personnel. Based on our assessment of the design and operating effectiveness of these new controls, we have concluded that the previously identified material weakness was remediated during the year ended March 31, 2021.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Item 9B. Other Information

On August 31, 2013, Neil Carmichael consented to and was appointed as president, treasurer and secretary of our company. On August 23, 2019, Dr. Carmichael resigned, and the Company entered into a non-executive directorship agreement with Dr. Carmichael.

Effective October 1, 2013, Andrew Jolly was appointed as a director of our company. Andrew Jolly resigned on February 1, 2020 as director and became a senior technical adviser to our Company.

Effective July 20, 2016, Alexander Shead was appointed as a director of our company. On October 16, 2020, Mr. Shead resigned as a director of the Company.

Effective May 8, 2017, Scott Poulter was appointed as an executive director of our company. On August 23, 2019, Scott Poulter was appointed Chief Executive Officer of our Company.

Effective January 24, 2019, Iain Lees was appointed as chief operating officer of our company. On July 2, 2019, Mr. Lees resigned from the Company.

On May 24, 2019, the Company appointed Richard Oliver as chief financial officer. On December 19, 2019, the Company accepted the resignation of Mr. Oliver.

On January 20, 2020, Richard Fraser-Smith was appointed the Company’s chief financial officer.

On February 1, 2020, Eric Prouty became an Independent non-executive director of the Company.

On February 4, 2021 Peter Rossbach became an Independent non-executive director of the Company.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following individuals serve as the directors and executive officers of our company as of the date of this annual report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name	Position Held with the Company	Age		Date First Elected or Appointed

Eric Prouty	Non-Executive Director		51	February 1, 2020
Peter Rossbach	Non-Executive Director		63	February 4, 2021
Neil Carmichael	Non-Executive Director		68	December 18, 2012
Scott Poulter	CEO and Executive Director		53	May 8, 2017
Richard Fraser-Smith	Chief Financial Officer		57	January 20, 2020

Business Experience

The following is a brief account of the education and business experience during at least the past five years of our directors and executive officer, indicating their principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Scott Poulter – CEO and Executive Director

Scott Poulter was appointed as executive director of Pacific Green Technologies Inc. on May 8, 2017. On August 23, 2019, Mr. Poulter was appointed Chief Executive Officer of our Company. Mr. Poulter was a former professional windsurfer in the United Kingdom, and subsequently became a sports marketing entrepreneur with various sport marketing businesses worldwide which controlled various commercial or licensing rights in Formula One auto racing from 1996 to 2003.

In 2009, he was asked to assist an emission control technology company, EnviroResolutions, in commercializing its proprietary technology and he became increasingly interested in technologies that could help improve the environment. In that vein, Mr. Poulter became a significant investor in our company, and has since endeavoured to use his entrepreneurial skills and international business experience to drive forward the emission control technologies of Pacific Green Technologies, Inc. He has been integral in delivering our Company’s business relationships in China and Europe.

Neil Carmichael – Non-Executive Director

Dr. Neil Carmichael was appointed as a director of our company on December 18, 2012 and as our president, treasurer and secretary on August 31, 2013. On August 23, 2019, Dr. Carmichael resigned, and the Company entered into a non-executive directorship agreement with Neil Carmichael. Dr. Carmichael holds a Mathematics BSc from University of Edinburgh and a Mathematics PhD from University of Warwick. Dr. Carmichael has over 25 years’ energy sector management experience including international business development, strategy formulation and implementation and procurement accountabilities. From 1980-85 Dr. Carmichael worked in scientific and engineering consultancy, initially with Scicon (part of BP group) on non-linear optimization, then with Intercomp on mathematics for petroleum engineering and reservoir simulators. In 1985 he joined Shell in its reservoir engineering research unit. This was followed by positions in petroleum engineering, field development; followed by management roles in business development, personnel, information technology and procurement. This required working in a range of countries, from Peru to Bangladesh. In 2006 to 2010 he was Chief Executive Officer of Shell Business Development Central Asia, based in Astana, Kazakhstan and responsible for Shell’s new business activities in Kazakhstan, Turkmenistan and Azerbaijan. Dr. Carmichael was also the Shell representative in Turkmenistan and Azerbaijan. Since 2010 he has been working on two upstream, exploration focused, start-ups, one in Ukraine and the other in Pakistan. Dr. Carmichael has most recently held the position of general manager and country representative in Central Asia with Shell Exploration and Production. Dr. Carmichael has a wide range of technical, country and management experiences; mostly focused on oil and gas, much of it applicable in other domains.

Alexander Shead – Director (resigned as a director of the Company on October 16, 2020)

Alexander Shead is a British, Australian and Swiss national. In 1993, Mr. Shead co-founded Stuart Alexander in the UK, an insurance advisory business which was sold to AXA UK. In 2004, he moved to Australia where he was a cornerstone investor and director of Milne Alexander, a boutique insurance broking and advisory firm until its sale in 2007. Between 2007 and 2014, Mr. Shead was the Executive Chairman of the Mecon Winsure Insurance Group until its sale to Steadfast Group Limited in 2014.

In 2008, Mr. Shead founded Food Ladder International, an international NGO established to create financially sustainable social enterprises that empower disadvantaged individuals through employment. He remains a Director of Food Ladder International. In 2009, Mr. Shead became a director of First Unity Financial Group, a wealth management business that was sold in 2011. In 2012, he became and still remains as the Non-Executive Chairman of Lockton Companies Australia, the Australian arm of Lockton, the world’s largest privately owned, independent insurance brokerage firm.

Mr. Shead was educated at Harrow School in England and the Sorbonne University in Paris.

Eric Prouty - Non-Executive Director

On February 1, 2020, Eric Prouty became an independent non-executive director of the Company. Mr. Prouty is an experienced Equity Research Analyst and Investor Relations consultant. His research work has primarily focused on environmental sustainability.

In November 2013, Mr. Prouty was a founding partner of AdvisIRy, an investor relations firm based in New York. He also sits on the board of Hudson Technologies Inc. (NASDAQ: HDSN), a NASDAQ listed company, where he is a member of the Audit, Compensation, Nominating and Executive committees.

Prior to the appointments above, Mr. Prouty was a Senior Research Analyst at Canaccord Genuity (2006-2011), director of Equity Research at Adams Harkness (2001-2007), Senior Equity Research Analyst at Robertson Stephens (2000-2001), an Equity Research Analyst at First Albany (1996-2000) and an Equity Research Associate at State Street (1992-1996).

Mr. Prouty graduated with a B.A. in Economics from Dickinson College.

Peter Rossbach – Non-Executive Director

Peter van Egmond Rossbach has worked in the renewable power sector since 1985 when he started at Standard & Poor’s rating utility bonds financing renewable projects in California.

In the late 1980s he worked with Catalyst Energy, a developer of hydro and cogeneration projects that was later sold to the Boone Pickens family. In the early 1990’s, Mr. Rossbach was a vice president of project finance for the Mitsui Bank, arranging loans for wind and cogeneration projects in the United States.

Since the mid-1990s, Mr. Rossbach worked in Europe and Asia making investments in hydro, wind and solar projects in over a dozen counties. Over this time frame he created renewable energy asset portfolios of over 1GW, first for a fund in Asia based in Singapore and then since 2003 for Impax Asset Management in Europe. While at Impax in London he assembled a team of industry-oriented specialists with expertise in project construction, operation, finance and asset management.

Currently Mr. Rossbach serves as Senior Advisor and is on the investment committee for Impax’s private equity funds #1-3 and is a non-executive board member with UGE International Ltd, a TSX-listed renewables developer in the USA. Mr. Rossbach has a degree in Government from Harvard College and a Masters’ degree in Public Policy from Harvard’s Kennedy School of Government.

Richard Fraser-Smith—Chief Financial Officer

Richard Fraser-Smith, Chartered Accountant, is a finance professional. He was previously Chief Financial Officer of Global Marine Systems Limited (“Global Marine”), a provider of engineering solutions and sub-sea fibre optic and power cable installation, maintenance and related services to the worldwide telecoms, offshore wind and oil and gas markets.

Mr. Fraser-Smith qualified as a Chartered Accountant with PricewaterhouseCoopers in 1991, where he worked on audits in a wide range of businesses. He later worked for Conoco Inc., ING Barings, PepsiCo, Halcrow Group Limited and CH2M Hill before joining Global Marine in 2015.

Within the finance function, Mr. Fraser-Smith has used his experience to transform reporting timeframes for management accounts as well as treasury and cash management procedures, along with M&A support. In addition to his financial expertise, he has been integrally involved in business planning and strategy, has developed full board reporting/KPI (key performance indicator) packages in support of this, and reviewed business processes, supply chains and logistics, reducing lead times, freeing up working capital and significantly reducing costs.

Mr. Fraser-Smith graduated in Chemical Engineering from Manchester University (UMIST) and is a Member of the Institute of Chartered Accountants in England and Wales.

Other Directorships

Other than as disclosed above, our directors and officers do not hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Board of Directors and Director Nominees

Since our board of directors does not include a majority of independent directors, the decisions of the board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual board meeting at which the slate of director nominees is adopted, the board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the board, as well as a list of references.

The board identifies director nominees through a combination of referrals from different people, including management, existing board members and security holders. Once a candidate has been identified, the board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the board believes it to be appropriate, board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the board.

Some of the factors which the board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The board may request additional information from each candidate prior to reaching a determination. The board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Conflicts of Interest

Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct. In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

●

the corporation could financially undertake the opportunity;

●

the opportunity is within the corporation’s line of business; and

●

it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

We adopted a code of ethics that obligates our directors, officers, and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Significant Employees

Other than as previously described, we do not expect any other individuals to make a significant contribution to our business.

Legal Proceedings

Except as noted below, to the best of our knowledge, none of our directors or executive officers has, during the past ten years:

	1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

	4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Note: on or about May 1, 2019 an affiliated shareholder of the Company holding more than ten percent of our issued and outstanding securities, informed the Company that it has profited from the purchase and sale of our stock within a period of less than six months, in violation of Section 16(b) of the Securities Exchange Act of 1934 (the “Act”). Pursuant to a Settlement Agreement dated July 2, 2019, in exchange for the forbearance of legal action by the Company pursuant to Section 16(b), the shareholder has disgorged to our Company the full amount of the profit realized.

Audit Committee

In March 2021, the board created an Audit Committee, which held its inaugural meeting on March 25, 2021 in which it set out its charter to provide additional governance and oversight of the internal control over finance reporting. It will work alongside the board of directors as a whole which participates in the review of financial statements and disclosure. The audit committee members are Eric Prouty (chair), Peter Rossbach, and Neil Carmichael. Eric Prouty qualifies as an audit committee financial expert and is independent under applicable NYSE and SEC standards.

Family Relationships

There are no family relationships among our officers, directors, or persons nominated for such positions.

Compliance With Section 16(A) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended March 31, 2021, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

	1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

	3.	compliance with applicable governmental laws, rules and regulations;

	4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

	5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all our company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is attached hereto as Exhibit 14. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Pacific Green Technologies Inc., Suite #10212 8 The Green, Dover, DE 19901 USA.

Item 11. Executive Compensation

The particulars of compensation paid by our company to the following persons:

	(a)	our principal executive officer;

	(b)	each of our most highly compensated executive officers who were serving as executive officers at the end of the period from inception to March 31, 2021; and

	(c)	individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as an executive officer at the end of the period to March 31, 2020, who we will collectively refer to as our named executive officers are set out in the following summary compensation table:

SUMMARY COMPENSATION TABLE

Name

Year

Salary
($)

Bonus
($)

Stock

Awards
($)

Option

Awards
($)

Non-Equity

Incentive

Plan

Compensation
($)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings
($)

All

Other

Compensation
($)

Total
($)

Neil Carmichael

2021

nil

2020

nil

35,000

nil

35,000

Scott Poulter⁽³⁾

2021

559,000

1,188,504

⁽¹⁾

nil

1,747,504

2020

494,000

1,509,938

⁽²⁾

nil

2,003,938

Eric Prouty

2021

51,000

nil

51,000

2020

8,500

nil

8,500

Peter Rossbach

2021

6,000

nil

6,000

2020

nil

Alexander Shead⁽⁴⁾

2021

80,090

nil

100,000

nil

180,090

2020

240,000

nil

240,000

Richard Fraser-Smith

2021

214,111

47,160

nil

72,034

nil

333,305

2020

37,500

nil

11,115

nil

48,615

Iain Lees

2021

nil

2020

150,000

nil

150,000

Andrew Jolly

2021

nil

2020

48,622

nil

48,622

Richard Oliver

2021

nil

2020

115,000

nil

73,500

nil

188,500

(1)	Includes commission of $1,124,099
(2)	Includes commission of $1,052,513

(3)

Paid to Fresh Air Holdings Pte Limited

(4)

Paid to Alexander Consulting Group Pty Limited

Stock Option Plan

Currently, we do not have a stock option plan in the Company.

Stock Options/SAR Grants

On July 20, 2015, the Company granted options to Neil Carmichael to purchase up to 312,500 shares of common stock at an exercise price of $0.01 per share of common stock on or before July 19, 2018. The options expiry date was extended to August 31, 2021.

On September 26, 2017, the Company granted 175,000 stock options to a Company controlled by Alexander Shead. The stock options are exercisable at $0.01 per share and expire September 25, 2019. The options expiry date was extended to September 28, 2020. On August 31,2020, the option was exercised.

On November 30, 2018, the Company granted 2,865,000 stock options to employees, directors and consultants to the Company. These options are exercisable at $1.70 per share and expire on November 29, 2021.

On January 24, 2019, the Company granted 300,000 stock options to an officer of our company, Lain Lees. The director resigned on July 2, 2019 and these options were forfeited.

On May 24, 2019, the Company issued 50,000 stock options to an officer of the Company, Richard Oliver. The officer resigned on December 19, 2019 and these options were forfeited.

On January 15, 2020, the Company issued 25,000 stock options to the Chief Financial Officer, Richard Fraser-Smith. These options are exercisable at a 25% discount to the average of the 30 trading days immediately prior to January 15, 2020. The options are exercisable on July 15, 2021 for a period of 3 years or 12 months following the termination of officer’s employment contract dated January 15, 2020, whichever is earlier.

On February 1, 2020, the Company committed to grant 60,000 stock options to a new independent director of the Company, Eric Prouty. The first 10,000 options to purchase a common share at $0.01 per share, vest after six months of service and expire twenty-four months after the vesting date. The second tranche of 25,000 options to purchase a common share at $2.50 per share, vest after twelve months of service and expire twenty-four months after the vesting date. The final tranche of 25,000 options to purchase common shares at $3.75 per share, vest after twenty-four months of service and expire twenty-four months after the vesting date. As of March 31, 2021, these options are not issued.

Outstanding Equity Awards at Fiscal Year End

None

Option Exercises

During our fiscal year ended March 31, 2019, 50,000 stock purchase options were exercised by Alexander Shead, a director of the Company.

During our fiscal year ended March 31, 2020, no option was exercised.

During our fiscal year ended March 31, 2021, 175,000 stock purchase options were exercised by Alexander Shead, a director of the Company.

Compensation of Directors

On August 23, 2019, The Company entered into an agreement with Neil Carmichael to provide non-executive director service for compensation of $3,000 per month.

On September 26, 2013, we entered into an agreement with Andrew Jolly, wherein Dr. Jolly agreed to serve as a director of our company with compensation of GBP 2,000 (approximately $3,235) per calendar month. Effective October 1, 2013, we appointed Dr. Jolly as a director of our company.

On July 20, 2015, we entered into an agreement with Alexander Shead to provide director services to the Company for compensation of $1,000 per month. On October 16, 2020, Mr. Shead resigned as a director of our Company. As a bonus for his past service, Mr. Shead was issued 100,000 shares of common stock.

On January 24, 2019, we entered into an agreement with Iain Lees to become chief operating officer of the Company for compensation of $20,833 per month. On July 2, 2019, Mr. Lees resigned as chief operating officer. Concurrent with the resignation, Mr. Lees and the Company agreed to compensation of $150,000 and 50,000 restricted shares of common stock in the Company for the extinguishment of 100,000 stock options granted and performance bonuses.

On February 1, 2020, we entered into an agreement with Eric Prouty to become an Independent non-executive director of our Company for compensation of $3,000 per month. The Company will also compensate Mr. Prouty for $5,000 per annum per committee he sits on, and $10,000 per committee when he acts as Chairman.

On February 4, 2021, The Company entered into an agreement with Peter Rossbach to provide non-executive director service for compensation of $3,000 per month.

Other than the above, we do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that two of our directors is an independent director (Eric Prouty and Peter Rossbach), as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the ownership, as of June 29, 2021, of our common stock by each of our directors and executive officers, by all of our executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of June 29, 2021, there were 46,990,565 shares of our common stock issued and outstanding. All persons named have sole voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this registration statement.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾
Alexander Shead Suite #10212, 8 The Green, Dover, DE 19901, USA	4,236,416 Common Shares⁽²⁾		9.0	%
Scott Poulter Suite #10212, 8 The Green, Dover, DE 19901, USA	6,293,666 Common Shares⁽³⁾		13.4	%
Directors and Executive Officers as a Group	10,530,082 Common Shares		22.4	%
Fresh Air Investments Canada Limited⁽³⁾ Suite 409-221, West Esplanade North Vancouver, BC, Canada, V7M 3J3	6,293,666 Common Shares		13.4	%
Twynam Investments Pty Ltd. 226 Liverpool Street Darlinghurst, NSW 2010 Australia	4,850,000 Common Shares		10.3	%
Intrawest Overseas Limited ⁽²⁾ P.O. Box 957 Offshore Incorporations Centre Road Town Tortola, British Virgin Islands	2,773,628 Common Shares		5.9	%
Over 5% Shareholders	15,380,082 Common Shares		32.7	%

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 29, 2021. As of June 29, 2021, there were 46,990,565 shares of our company’s common stock issued and outstanding.

(2)	Includes 1,356,113 common shares held by Alexander Group & Company PTY Ltd. Alexander Shead has voting and dispositive control over securities held by Alexander Group & Company PTY Ltd. Also includes 2,773,628 common shares held by Intrawest Overseas Limited. Securities held by Intrawest Overseas Limited are held for the financial benefit of Mr. Shead. Mr. Shead does not exercise direct voting or dispositive control over these securities.

(3)	Includes 6,293,666 common shares held by Fresh Air Investments Canada Limited. Scott Poulter does not exercise direct voting or dispositive control over these shares. However, the Hookipa Trust is a shareholder of Fresh Air Investments Canada Limited.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Other than set forth below, there have been no other transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $753,250 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

During the years ended March 31, 2021 and 2020, respectively, we incurred $1,984,594 and $2,336,060 in consultancy fees paid to the officers, directors and companies controlled by them.

	Year Ended
	March 31,		March 31,
	2021		2020
	$		$
Fresh Air Holdings Pte, Ltd ⁽¹⁾		1,747,504		2,003,938
Alexander Consulting Group Pty Ltd, controlled by Alexander Shead		180,090		240,000
Equis Energy Limited, controlled by Andrew Jolly (Resigned)		nil		48,622
Eric Prouty		51,000		8,500
Distributed Generation LLC, controlled by Peter Rossbach		6,000		nil
Neil Carmichael		nil		35,000
Total		1,984,594		2,336,060

As at March 31, 2021 and March 31, 2020, we had amounts due to/from related parties as follows:

	March 31, 2021		March 31, 2020
	Due from related parties	Due to related parties	Due from related parties		Due to related parties
Due to (from) related parties	$	$	$		$

Fresh Air Holdings Pte, Ltd⁽¹⁾	nil	174,837		nil	2,154
Other directors	nil	nil		nil	39,987
Total	nil	174,837		nil	42,141

(1)

Fresh Air Holdings Pte, Ltd (FAH) is a wholly owned subsidiary of the Hookipa Trust. FAH provides consulting services pursuant to a consulting agreement dated December 1, 2018. The sole director of FAH is Scott Poulter, a director of the Company effective May 8, 2017.

Related party transactions occurred in the normal course of operations on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, are measured at the exchange amount.

Director Independence

We currently act with four directors, Neil Carmichael, Scott Poulter, Eric Prouty, and Peter Rossbach. Eric Prouty and Peter Rossbach both qualify as an “independent director” as defined by Nasdaq Marketplace Rule 4200(a) (15).

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended March 31, 2021 and for fiscal year ended March 31, 2020 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	March 31, 2021 $		March 31, 2020 $
Audit Fees		347,750		396,700
Audit Related Fees		nil		nil
Tax Fees		93,069		11,000
All Other Fees		nil		nil
Total		440,819		407,700

Fees for the year ended March 31, 2021 and 2020 relate to KPMG LLP.

Fees charged for tax services relate to assistance in U.S. tax compliance and general Canadian tax advisory.

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

Item 15. Exhibits, Financial Statement Schedules

(a)

Financial Statements

	1.	Financial statements for our company are listed in the index under Item 8 of this document.

	2.	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

Exhibit Number		Description
(2)		Plan of Acquisition, Reorganization, Arrangement Liquidation or Succession
2.1		Assignment and Share Transfer Agreement dated June 14, 2012 between our company, Pacific Green Technologies Limited and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
(3)		Articles of Incorporation and Bylaws
3.1		Articles of Incorporation filed on July 3, 2012 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.2		Certificate of Amendment filed on August 15, 1995 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.3		Certificate of Amendment filed on August 5, 1998 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.4		Certificate of Amendment filed on October 15, 2002 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.5		Certificate of Amendment filed on May 8, 2006 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.6		Certificate of Amendment filed on May 29, 2012 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)
3.7		Bylaws filed on July 3, 2012 (incorporated by reference to our Registration Statement on Form 10 filed on July 3, 2012)

*	Filed herewith.

Exhibit Number		Description
3.8		Certificate of Amendment filed on November 30, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 11, 2012)
(4)		Instruments Defining the Rights of Security Holders, Including Indentures
4.1		Share Certificate relating to shares held by our company in the Ordinary Share Capital of Peterborough Renewable Energy Limited (incorporated by reference to our Current Report on Form 8-K filed on December 12, 2013)
(10)		Material Contracts
10.1		Consulting Agreement dated May 1, 2010 between our company and Sichel Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.2		Representation Agreement dated June 7, 2010 between Pacific Green Group Limited and EnviroTechnologies, Inc. (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.3		Peterborough Agreement dated October 5, 2011 between EnviroResolutions, Inc., Peterborough Renewable Energy Limited and Green Energy Parks Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.4		Promissory Note dated June 2012 between our company and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.5		Assignment and Share Transfer Agreement dated June 14, 2012 between our company, Pacific Green Technologies Limited and Pacific Green Group Limited (incorporated by reference to our Registration Statement on Form 10, filed on July 3, 2012)
10.6		Non-Executive Director Agreement dated December 18, 2012 between our company and Neil Carmichael (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2012)
10.7		Supplemental Agreement dated March 5, 2013 between EnviroResolutions, Inc., Peterborough Renewable Energy Limited and Green Energy Parks Limited (incorporated by reference to our Annual Report on Form 10-K filed on July 1, 2013)
10.8		Supplemental Agreement dated March 5, 2013 between our company, EnviroTechnologies Inc. and EnviroResolutions Inc. (incorporated by reference to our Current Report on Form 8-K filed on March 13, 2013)
10.9		Form of Share Exchange Agreement dated April 3, 2013 between our company and Shareholders of EnviroTechnologies Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 8, 2013)
10.10		Form of Share Exchange Agreement dated April 25, 2013 between our company and Shareholders of EnviroTechnologies Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 30, 2013)
10.11		Stock Purchase Agreement dated May 16, 2013 between our company and Shareholders of Pacific Green Energy Parks (incorporated by reference to our Current Report on Form 8-K/A filed on June 3, 2013)
10.12		Debt Settlement Agreement dated May 17, 2013 between our company, EnviroResolutions, Inc. and EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K/A filed on June 3, 2013)
10.13		Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2013)
10.14		Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 30, 2013)
10.15		Agreement dated September 26, 2013 between our company and Andrew Jolly (incorporated by reference to our Current Report on Form 8-K filed on October 3, 2013)
10.16		Form of Share Exchange Agreement between our company and Shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 22, 2013)
10.17		Agreement dated October 22, 2013 between our company and Chris Williams (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2013)
10.18		Form of Subscription Agreement between our company and the subscribers (incorporated by reference to our Current Report on Form 8-K filed on December 24, 2013)
10.19		Form of Share Exchange Agreement between our company and certain shareholders of EnviroTechnologies, Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 27, 2013)

Exhibit Number		Description
10.20		Agreement dated January 27, 2014 between our company and Pöyry Management Consulting (UK) Limited (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 19, 2014)
10.21		Form of Subscription Agreement between our company and the subscribers (incorporated by reference to our Current Report on Form 8-K filed on March 11, 2014)
10.22		Loan Agreement between our company and Intrawest Overseas Limited dated May 27, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 19, 2014)
10.23		Put Option Agreement between our company and Intrawest Overseas Limited dated May 27, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 19, 2014)
10.24		Investor Relations Agreement dated September 22, 2015 between Pacific Green Technologies Inc. and Midam Ventures, LLC (incorporated by reference to our Current Report on Form 8-K filed on December 8, 2015).
10.25		Investor Relations Agreement dated October 24, 2015 between Pacific Green Technologies Inc. and Red Rock Marketing Media, Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 21, 2015)
10.26		Convertible Note dated November 10, 2015 issued to Tangiers Investment Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on November 24, 2015).
10.27		Commercial Joint Venture Agreement between PowerChina SPEM Company Limited and Pacific Green Technologies China Limited dated November 17, 2015 (incorporated by reference to our Current Report on Form 8-K filed on December 21, 2015).
(14)		Code of Ethics, Whistle-Blower Policy, and Insider Trading Policy
14.1		Code of Ethics and Business Conduct (incorporated by reference to our Annual Report on Form 10-K filed on June 29, 2021)
14.2		Whistle-Blower Policy (incorporated by reference to our Annual Report on Form 10-K filed on June 29, 2021)
14.3		Insider Trading Policy (incorporated by reference to our Annual Report on Form 10-K filed on June 29, 2021)
(21)		Subsidiaries of the Registrant
21.1		Pacific Green Technologies Limited, a United Kingdom corporation (wholly owned);
		Pacific Green Energy Parks Limited, a British Virgin Islands corporation (wholly owned);
		Energy Park Sutton Bridge, a United Kingdom corporation (wholly owned by Pacific Green Energy Parks Limited).
(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
(99)		Additional Exhibits
99.1		Peterborough Renewable Energy Limited Directors’ Report and Financial Statements for the period ended December 31, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 12, 2013)
101*		Interactive Data Files
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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: June 29, 2021	By:	/s/ Scott Poulter
		Scott Poulter
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: June 29, 2021	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: June 29, 2021	By:	/s/ Scott Poulter
		Scott Poulter
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: June 29, 2021	By:	/s/ Richard Fraser-Smith
		Richard Fraser-Smith
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Exhibit 14.1

Pacific Green Technologies Inc.

Code of Business Conduct and Ethics Policy

This code of business conduct and ethics policy (the “Policy”) has been approved by the board of directors (the “Board”) of Pacific Green Technologies Inc. and it applies to Pacific Green Technologies Inc. and all its subsidiary companies (“PGT”).

1 PURPOSE

Pacific Green Technologies Inc. and all its subsidiary companies, (together, “PGT”) is committed to conducting its business with integrity and in an ethical and legal manner. PGT values its good name and its role as a good citizen in each community in which it does business. PGT’s reputation for integrity and honesty ultimately depends upon the actions of those who deal with the outside world on the organization’s behalf.

A copy of this Policy will be distributed to all PGT’s directors, officers, employees and consultants (which term, for all purposes of this Policy, includes all persons who are on the payroll of PGT).

Every director, officer, employee and consultant of PGT must be familiar with his or her obligations under this Code of Business Conduct and Ethics Policy (the “Code”) and conduct himself or herself accordingly. No individual should ever act otherwise. Failure by any director, officer, employee and consultant to do so may result in disciplinary action as described under “COMPLIANCE.” This Code is often phrased in terms of general principles and goals that must be interpreted and applied within the framework of laws, customs, and practices of the jurisdictions in which PGT operates, as well as with a full measure of common sense. This Code is supplemented with a number of PGT policies. Copies of these policies can be obtained from PGT’s external website www.pacificgreen-group.com.

2.1 STANDARDS OF CONDUCT

2.1.1 Equal Employment Opportunity

It is PGT’s policy to comply with applicable laws regarding discrimination in employment based upon race, religion, age, national origin, sex, or disability.

2.1.2 Work Environment

PGT is committed to providing its directors, officers, employees and consultants with a safe and healthful work environment, free from harassment (including sexual, racial or religious harassment), intimidation, or personal behavior not conducive to a productive work climate. All individuals are to be treated with respect.

2.1.3 Employee Relations

In order to attract and retain quality directors, officers, employees and consultants, we will offer competitive remuneration and benefits. All individuals will receive equitable treatment from PGT.

2.1.4 Drugs and Alcohol

PGT seeks to provide its directors, officers, employees and consultants with a substance-free environment. Individuals must report to work free from the presence of prohibited drugs in their system and not under the influence of alcohol. Drug and alcohol use on the job is strictly prohibited. It is the individual’s responsibility to abide by the drug and alcohol policy of his or her workplace, including drug or alcohol testing requirements where applicable.

2.2 COMMUNICATION

PGT is committed to conducting business in an open and honest manner. All communications, whether internal or external, should be accurate and forthright. PGT is committed to providing open communication channels that encourage candid dialogue relative to individuals’ concerns, responsible opinions, and constructive criticism of the organization, its supervisors, managers, and/or policies. Such an atmosphere can only be fostered in an environment free from any prospects of retaliation due to the expression of honest opinion. It is never PGT’s intent to discourage feedback through either intimidation or perceived disinterest.

2.3 OUTSIDE EMPLOYMENT

Employees of PGT are compensated fairly and competitively. Full-time employees owe the organization their undivided business loyalty. An employee may not be involved in employment outside PGT unless, in the opinion of management, it is clear that such employment will not interfere with the employee’s safe and effective performance of his or her duties for the organization.

2.4 CHARITABLE CONTRIBUTIONS

Directors, officers, employees and consultants are encouraged to support the charitable efforts of the communities in which they live, and the organization does business. Under no circumstances, however, should a director, officer, employee, or consultant either directly or indirectly, be subject to pressure by PGT or any of its directors, officers, employees and consultants to support, by way of individual contributions or charitable endeavors, any charitable organization. No employee may have his or her employment or chance of future advancement conditioned in any way on the employee's support of charitable endeavors.

2.5 CONFIDENTIALITY

All employees, directors, and officers, both during and after their employment by PGT, must respect the proprietary information and trade secrets of the organization and its customers and suppliers and may not disclose any such proprietary information unless the individual or firm owning the information properly authorizes the release or disclosure. New employees and consultants must protect the secrecy of proprietary information of their former employers.

2.6 FAIR DEALING

Each director, officer, employee and consultant should endeavor to deal fairly with PGT’s customers, suppliers, competitors, and other employees. No individual should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

2.7 PROTECTION AND PROPER USE OF COMPANY ASSETS

Each director, officer, employee or consultant is a steward of PGT’s assets, and as such, has an obligation to protect and preserve the organization’s assets and to seek to ensure their efficient use. Theft, carelessness, and waste have a direct and negative impact on PGT’s profitability. All PGT assets should be used for legitimate business purposes only. The misappropriation, conversion to personal use, or theft of PGT property (including confidential and proprietary data such as patents, trade secrets, and other intellectual property, drawings, designs, manufacturing processes, and sales and market data) is grounds not only for termination of employment, but for criminal prosecution and other legal action to recover damages for losses sustained, or other legal remedies available either during or after employment or directorship with the organization. Theft of property of other employees is also strictly prohibited.

2.8 MARKETING AND SELLING

PGT is committed to selling our products and services honestly and will not pursue any sale that requires us to act unlawfully or in violation of this Code. PGT will avoid any conduct or understanding that may illegally restrain trade. Sales of PGT’s products and services must be free from any inference or perception that favorable treatment was sought, received, or given by way of payments, gifts, favors, entertainment, or other gratuities.

2.9 BRIBES, KICKBACKS AND OTHER IMPROPER PAYMENTS

Bribes, kickbacks, and other improper payments shall not be made on behalf of PGT in connection with any of its businesses. Amounts paid as tips or gratuities for services will be consistent with local customs and practices. No excessive fees, commissions, or other payments will be made, so as to avoid the inference that a bribe or other improper payment is being made. Under the U.S. Foreign Corrupt Practices Act, it is unlawful for PGT to authorize, direct or knowingly allow the payment or the making of a promise to pay anything of value to any foreign official, foreign political party, or candidate for political office for the purpose of influencing or inducing such official to use his or her influence or discretion to obtain or retain business or gain favorable treatment for the organization. Care must be taken when dealing with foreign customers and vendors to comply with local and foreign laws.

2.10 GIFT GIVING AND RECEIVING

Directors, officers, employees and consultants may not accept gifts, gratuities, entertainment, or favors from existing or potential customers or vendors, or anyone doing or seeking to do business with PGT, if acceptance of such gift, gratuity, or the like could have, or could be perceived as having, an influence over the director’s, officer’s, employee’s or consultant’s decision regarding PGT’s business. The receipt of gifts, gratuities, and the like which go beyond the common courtesies normally associated with accepted business practice is prohibited. Similarly, the giving of such gifts or gratuities on behalf of PGT is prohibited.

2.11 CONFLICTS OF INTEREST

Each director, officer, employee and consultant must conduct himself or herself in an honest and ethical manner and avoid any actual or apparent conflict of interest. A conflict of interest occurs when an individual’s private interest interferes in any way with the interests of PGT as a whole. Situations that may involve a conflict of interest include, but are not limited to, having a direct or indirect (including immediate family) substantial economic interest in an entity that transacts business with PGT or is in competition with it. A conflict of interest situation can arise when a director, officer, employee or consultant takes actions or has interests that may make it difficult to perform his or her PGT work objectively and effectively. Conflicts of interest situations also arise when a director, officer, employee or consultant, or a member of his or her family, receives improper personal benefits as a result of his or her position in PGT. Loans to, or guarantees of obligations of, such persons are of special concern. Business interests that are in any way detrimental to or in conflict with the interests of PGT should be avoided. In particular, directors, officers, employees and consultants who have responsibility for buying or selling goods or services should avoid having any interest that can influence their independence of judgment with regard to appropriate business decisions. No director, officer, employee or consultant shall, on behalf of PGT, authorize or enter into any transaction or other business arrangement involving an undisclosed conflict of interest. In the case of any proposed transaction or arrangement that may involve a conflict of interest, the individual concerned should disclose the conflict of interest to a superior within the organization who has no conflict of interest with respect to the transaction or arrangement, and the superior should decide on behalf of the organization whether the proposed transaction or arrangement should be authorized. In the event of such authorization for a transaction or arrangement of more than trivial size, a superior of the authorizing person should be informed. Caution must be exercised by all to ensure that personal interests never give the appearance of conflicting with the best interests of PGT in any way. This holds true in any of PGT’s business dealings, whether buying or selling services, products or commodities as vendor or customer. Any situation that could be, or could be perceived as, constituting a conflict of interest, including any transaction or relationship that reasonably could be expected to give rise to a conflict of interest, must be reported to senior management.

2.12 COMPLIANCE WITH LAWS

It is PGT’s policy to comply, and take all reasonable actions to cause compliance, with all applicable laws, rules, and regulations of every nation, state, or local jurisdiction in which the organization conducts business. Every director, officer, employee or consultant, no matter what position he or she holds in PGT, is responsible for ensuring compliance with applicable laws.

2.13 FINANCIAL INTEGRITY

Shareholders, creditors, governmental entities, and PGT’s management itself rely on the accuracy of the organization’s accounting records. It is imperative that the accounting records and the reports and statements produced or derived from those records be maintained and presented in accordance both with the laws and regulations of each applicable jurisdiction and with accepted principles of accounting.

2.14 ACCURACY OF COMPANY RECORDS

All transactions must be properly authorized and completely and accurately recorded on the organization’s books and records in accordance with generally accepted accounting practices and established financial policy. No undisclosed or unrecorded fund or asset shall be established for any purpose. No payment shall be approved or made with the intention or understanding that any part of such payment is to be used for a purpose other than that disclosed in the documents supporting the payment. No withdrawal will be made from any disbursement account except means customarily used by major banks, and then only by authorized personnel.

2.15 CORPORATE OPPORTUNITIES

Directors, officers, employees and consultants are prohibited from (a) taking for themselves personally opportunities that are discovered through the use of PGT property, information, or position; (b) using PGT property, information, or position for personal gain; and (c) competing with PGT. Directors, officers, employees and consultants owe a duty to PGT to advance its legitimate interests when the opportunity to do so arises.

2.16 INSIDER INFORMATION AND TRADING

Directors, officers, employees and consultants PGT (whether or not citizens of the United States) are prohibited from trading in PGT corporation stock (the buying or selling of PGT corporation securities), based on material, non-public information. Information is “material” if it has the potential to affect the price of PGT’s stock. It is “non-public” if the information has not been released to the public at large by means of a filing with the Securities and Exchange Commission (the “SEC”) or a press release issued through a major wire service. Furthermore, such information cannot be given to a third party for the purpose of trading in PGT corporate securities (a practice generally referred to as “tipping”). Additionally, directors, officers, employees and consultants (whether or not citizens of the United States) who may have obtained material, non-public information regarding other companies (such as our customers, vendors, or competitors) in the course of their employment are prohibited from trading in the securities of such companies. Refer to separate “Insider Trading policy”.

2.17 ANTITRUST LAWS

PGT is committed to fostering free market competition and preserving the free enterprise system. Directors, officers, employees and consultants must never discuss or engage in price fixing or bid rigging, allocation of markets, geographically or by customers, or in the fixing of production or quotas for production. Directors, officers, employees and consultants must also never exchange information with competitors regarding prices, market share, cost data, or any other data the exchange of which would be considered in violation of anti-trust laws.

2.18 POLITICAL CONTRIBUTIONS AND PAYMENTS

Directors, officers, employees and consultants may not use PGT funds or assets for contributions of any kind to any political party or committee in the United States or to any candidate for, or holder of, any office of any national, state, or local government in the United States except in cases where such use of PGT funds or assets with respect to certain non-federal political matters is clearly permitted by all applicable laws. In countries other than the United States, PGT’s policy shall be determined in accordance with local law and practice, as well as U.S. law. PGT recognizes the need for, and therefore encourages, its employees to contribute their personal funds and their personal time to support candidates of their choice. Good judgment should be exercised to ensure that personal involvement in political activities does not impair an individual's work effort or adversely affect PGT’s standing or image in the community.

3 RESPONSIBILITY OF SENIOR FINANCIAL OFFICERS WITH RESPECT TO PUBLIC DISCLOSURES

PGT’s senior financial officers shall provide, or cause to be provided, full, fair, accurate, timely and understandable disclosure in reports and documents that PGT files on behalf of PGT with, or submits to, the SEC and in PGT’s other public communications.

4 FOREIGN NATIONAL AND LOCAL LAWS AND CUSTOMS

It is PGT policy to abide by the national and local laws of the countries in which we operate unless prohibited by U.S. law. When local customs and business or social practices vary from the Code, it is permissible to conform to local customs and practices where necessary for the proper conduct of PGT business if approved by the organization’s senior management.

5 COMPLIANCE

It is the responsibility of each director, officer, employee and consultant to comply with this Code. Failure to comply with this Code and the associated PGT policies will result in appropriate disciplinary action, including possible termination of employment or directorship with PGT, referral for criminal prosecution, and reimbursement of PGT for any losses or damages resulting from such violation. Compliance with this Code includes the responsibility to report promptly any violation or apparent violation of the provisions of this Code. At least annually, all persons subject to this Code will be surveyed regarding their compliance with this Code and their knowledge regarding the compliance of others with this Code.

6 WAIVERS

Any waiver of any of the provisions of this Code for any executive officer or director may be made only by the Board of Directors or the Audit Committee thereof. Any such waiver must be promptly disclosed to shareholders in accordance with the applicable rules of any stock exchange on which PGT’s securities are traded as well as in accordance with the rules and regulations of the SEC.

7 REPORTING VIOLATIONS

It is the responsibility of each director, officer, employee and consultant to report promptly perceived violations of law or this Code. Each individual shall report violations to his or her supervisor. For each senior financial officer, if reporting to his or her supervisor is not possible, practicable, appropriate, or sufficiently prompt, then the senior financial officer shall report directly to the Chair of the Audit Committee. Directors and officers shall report violations to the Chair of the Audit Committee. This section is supported by a separate Whistle-blower policy. It is the responsibility of PGT to make any required report of violations of law to the appropriate government authorities.

Postal compliance reporting address:

Chair of the Audit Committee

Personal & Confidential

Pacific Green Technologies Inc.

Suite 10212,

8 The Green

Dover

DE19901

USA

Email compliance reporting address:

eprouty0121@gmail.com

At the request of the reporting person, reports received will be kept confidential and anonymous. Any director, officer, employee, or consultant who, in good faith, reports what he or she believes to be a violation of this Code will not be subject to any disciplinary action or other form of retaliation as a result of making such report. Any act of retaliation should be reported immediately and will be disciplined appropriately. The act of reporting a violation of this Code should not, however, shield the reporting person from the reasonable consequences flowing from any involvement in improper conduct. A person’s liability for his or her own conduct is not affected by the person’s disclosure of that conduct. However, in some circumstances, an admission may be a mitigating factor when considering disciplinary or other action.

8 APPROVAL OF THIS POLICY

Approved by: Board of Directors of PGT

Dated: September 30, 2020

Exhibit 14.2

Pacific Green Technologies Inc.

Whistle-Blower Policy

This whistle-blower policy (the “Policy”) has been approved by the board of directors (the “Board”) of Pacific Green Technologies Inc. and it applies to Pacific Green Technologies Inc. and all its subsidiary companies (“PGT”).

1 PURPOSE

The charter of the audit committee (the “Audit Committee”) provides that the Audit Committee is responsible for:

(i) establishing and overseeing procedures for the receipt, retention and treatment of complaints received by PGT regarding accounting, internal accounting controls or auditing matters;

(ii) reviewing the PGT’s compliance with internal policies; and

(iii) reviewing any reports of whistleblowing.

This Policy establishes procedures for confidential, anonymous submissions (“Complaints”) by employees, representatives and associates of PGT regarding accounting practices, auditing matters and any known or suspected violations of the Anti-Corruption Policy or other corporate polices.

This Policy has been adopted by the Audit Committee and PGT to establish and describe procedures governing the receipt, retention, investigation and treatment of Complaints, to encourage concerned parties to report suspected wrongdoing or misconduct in a timely way and to protect employees who make good faith reports from retaliation.

Any questions regarding the application of this Policy should be directed to the Chair of the Audit Committee (Eric Prouty at email address: eprouty0121@gmail.com).

This Policy is supplemented with a number of PGT policies. Copies of these policies can be obtained from PGT’s external website www.pacificgreen-group.com.

2 EXAMPLES OF COMPLAINTS

Complaints covered by this Policy include:

	●	Tampering with any accounting or audit-related records or documents of PGT (in any format, including electronic records such as emails) or destroying any PGT accounting or audit-related records or documents (except as otherwise permitted or required by any records retention policies or guidelines as may be adopted by PGT from time to time).

	●	Fraud or deliberate error in the preparation, evaluation, review or audit of any of PGT’s financial statements.

	●	Fraud or deliberate error in the recording and maintaining of PGT’s financial records (for example, overstating expense reports, falsifying time sheets, preparing erroneous invoices, misstating inventory records or misleading classification of expenditures).

●

Deficiencies in or non-compliance with PGT’s internal accounting controls (for example, circumventing the internal control compliance process).

	●	Misrepresentations or omissions regarding matters contained in PGT’s financial records, financial reports or audit reports.

	●	Any effort to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external auditor of PGT in connection with the preparation, examination, audit or review of PGT’s financial statements or other records.

	●	Auditor independence concerns.

	●	Known or suspected violations of the Code of Business Conduct and Ethics Policy.

●

Retaliation or retribution against an individual who makes a Complaint.

Fraudulent or other questionable activities which are not listed above may be also reported in accordance with the Company’s Code of Business Conduct and Ethics or other applicable policies or procedures.

3 REPORTING OF COMPLAINTS

Complaints may be brought by sending an email to the Chair of the Audit Committee (Eric Prouty at email address: eprouty0121@gmail.com)

4 ANONYMITY AND CONFIDENTIALITY

Complaints may be made by sending an email, as described in Section 3 above. In accordance with applicable law and any rules or requirements adopted by securities regulatory authorities and any stock exchange upon which PGT’s securities are listed (the “Applicable Laws”), PGT will maintain confidentiality of Complaints and the identity of the person making the Complaint (if disclosed) and information relating to a Complaint will only be made available to those individuals who need to know of the Complaint in order that the Complaint be properly investigated and addressed.

5 INVESTIGATION

The Audit Committee shall meet to discuss any Complaint received and may exclude from its meetings and subsequent investigations any person it deems appropriate. The Audit Committee is responsible for conducting or delegating the conduct of investigations of each Complaint. In the event that the Audit Committee delegates the conduct of an investigation, a report on the outcome of such investigation must be provided to the Chair of the Audit Committee, on a timely basis, following the conclusion of the investigation. In order to carry out a thorough and comprehensive investigation other parties may be required to participate on an as-needed basis. The person who is the subject of the Complaint is entitled to know the allegations made against him or her and will be given the right to respond. The identity of the person who brought the Complaint will not be shared. In the event that a Complaint is substantiated as a result of the investigative process, appropriate remedial action shall be taken by PGT and any organizational reform necessary to address any identified systemic issues shall be implemented.

6 PROHIBITION ON RETALIATION

In no circumstances will there be any reprisals by PGT against any person who has made a Complaint in good faith. “Reprisals” include termination, dismissal, demotion, discipline, retaliation or any other action which has an adverse effect on the person who has made a Complaint. PGT shall also not take or encourage any actions that would prevent any person from making a Complaint. Persons who engage in any such prohibited conduct may be subject to discipline and termination of employment with PGT.

7 RETENTION OF RECORDS

The Audit Committee shall retain or cause to be retained all relevant records relating to any Complaints received or reports of any reprisals (as set out above) as required by Applicable Laws. The types of retained records shall include records (whether physical or digital) relating to any investigation into a Complaint and the results of any such investigation.

8 ACTING IN GOOD FAITH

Persons filing a Complaint under this Policy should be acting in good faith and have an honest belief that the Complaint is well-founded, including a reasonable factual or other basis. Any Complaints based on allegations that are without basis or that are proven to be intentionally misleading or malicious will be viewed as a serious offense.

9 REVIEW OF POLICY

The Audit Committee shall review this Policy on a periodic basis to determine whether the procedures established under this Policy operate effectively in respect of the receipt, retention and treatment of Complaints and in providing a confidential and anonymous procedure to report violations or Complaints as may be required by Applicable Laws.

The Board may, from time to time, permit departures from the terms hereof, either prospectively or retrospectively, and no provision contained herein is intended to give rise to civil liability to shareholders, competitors, employees or other persons, or to any other liability whatsoever.

10 APPROVAL OF THIS POLICY

Approved by: Board of Directors of PGT

Dated: September 30, 2020

Exhibit 14.3

Pacific Green Technologies Inc.

Insider Trading Policy

This insider trading policy (the “Policy”) has been approved by the board of directors (the “Board”) of Pacific Green Technologies Inc. and applies to Pacific Green Technologies Inc. and all its subsidiary companies (“PGT”).

1 PURPOSE

Directors, officers, employees and consultants of PGT (whether or not citizens of the United States) are prohibited from trading PGT corporation stock (the buying or selling of PGT corporation securities), based on material, non-public information. This policy defines material, non-public information and the restrictions relating to the trading of PGT corporation securities, and the securities other corporations with whom we do business.

This Policy is supplemented with a number of PGT policies. Copies of these policies can be obtained from PGT’s external website www.pacificgreen-group.com.

2 INSIDER TRADING

2.1 MATERIAL INFORMATION

It is the policy of PGT to prohibit the unauthorized disclosure of any non-public information acquired in the workplace and the misuse of material non-public information in securities trading. It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of PGT’s securities. Non-public information is information that has not been previously widely disseminated to the investment community by means of SEC filing, corporate press release etc. and is otherwise not available to the investment community. While it may be difficult to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. In addition, material information may be positive or negative.

Examples of such information may include:

●

Financial results

●

Projections of future earnings or losses

●

Major contract awards, cancellations or write-offs,

●

Joint ventures with third parties

●

Research, exploration, or development milestones

●

News of a pending or proposed merger or acquisition

●

News of the disposition of material assets

●

Impending bankruptcy or financial liquidity problems

●

Gain or loss of a substantial customer or supplier

●

New product announcements or resource discoveries of a material nature

●

Significant pricing changes

●

Stock splits

●

New equity or debt offerings

●

Significant litigation exposure due to actual or threatened litigation

●

Changes in senior management

●

Capital investment plans

●

Changes in dividend policy

2.2 TRADING ON MATERIAL NON-PUBLIC INFORMATION

With certain limited exceptions, no director or officer of PGT, no employee of PGT, and no consultant or contractor to PGT, and no members of the immediate family or household of any such person (collectively, “an insider”), shall engage in any transaction involving a purchase or sale of PGT’s securities, including any offer to purchase or offer to sell, during any blackout period (see definition, below). Blackout periods commence with a date determined by management that a material event has occurred or is likely to occur, and ends at the close of business on the second trading day following the date of public disclosure of that information, or at such time as such non-public information is no longer material. The term “trading day” shall mean a day on which national stock exchanges of the United States of America and the NASDAQ National Market are open for trading.

A quarterly blackout period will always commence ten trading days prior to closing of each fiscal quarter or year-end, and that blackout period will end at the close of business on the second trading day following the filing of a press release disclosing quarterly or annual financial results, or the SEC filing of financial statements (through the issuance to the Securities and Exchange Commission of a quarterly form 10-Q or annual form 10-K).

Furthermore, a blackout period may also exist and be triggered by certain, non-public, events. It is PGT’s policy that an insider (see definition, above) who intends to buy or sell PGT securities outside of the normal quarterly blackout period first seeks authorization and clearance to trade by writing to PGT’s Legal Counsel (Bill Macdonald at email address wmacdonald@wlmlaw.ca) in order to avoid trading inadvertently during a blackout period.

2.3 TIPPING

No insider shall disclose (“tip”) material non-public information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such insider or related person make recommendations or express opinions on the basis of material non-public information as to trading in the Company’s securities.

2.4 REGULATION FD (FAIR DISCLOSURE)

Regulation FD (Fair Disclosure) implemented by the Securities and Exchange Commission provides that when PGT, or person acting on its behalf, discloses material non-public information to certain enumerated persons (in general, securities market professionals and holders of PGT’s securities who may well trade on the basis of the information), it must make public disclosure of that information. The timing of the required public disclosure depends on whether the selective disclosure was intentional or unintentional; for an intentional selective disclosure, PGT must make public disclosures simultaneously; for a non-intentional disclosure PGT must make public disclosure promptly. Under the regulation, the required public disclosure may be made by filing or furnishing a Form 8-K, or by another method or combination of methods that is reasonably designed to effect broad, non-exclusionary distribution of the information to the public.

It is the policy of PGT that all communications with investors, financial analysts, the press, etc. be handled by PGT’s president. Under no circumstances should any director, officer, employee, or consultant of PGT discuss information with outside parties beyond the normal execution of business.

2.5 CONFIDENTIALITY OF NON-PUBLIC INFORMATION

Non-public information relating to PGT is the property of PGT and the unauthorized disclosure of such information is strictly forbidden.

2.6 APPLICABILITY OF INSIDER TRADING REGULATIONS TO SECURITIES OF OTHER COMPANIES

The insider trading guidelines described herein also apply to material non-public information relating to other companies, including PGT’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of PGT. All employees and consultants should treat material non-public information about PGT’s business partners with the same care as is required with respect to information relating directly to PGT.

3 APPROVAL OF THIS POLICY

Approved by: Board of Directors of PGT

Dated: September 30, 2020

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Poulter, certify that:

I have reviewed this annual report on Form 10-K of Pacific Green Technologies Inc. for the year ended March 31, 2021;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2021.

/s/ Scott Poulter
Scott Poulter
Chief Executive Officer and Director
(Principal Executive Officer)
Pacific Green Technologies Inc.

Exhibit 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Fraser-Smith, certify that:

I have reviewed this annual report on Form 10-K of Pacific Green Technologies Inc. for the year ended March 31, 2021;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 29, 2021.

/s/ Richard Fraser-Smith
Richard Fraser-Smith
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Pacific Green Technologies Inc.

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Poulter, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Annual Report on Form 10-K of Pacific Green Technologies Inc. for the period ended March 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Pacific Green Technologies Inc.

	/s/ Scott Poulter
Dated: June 29, 2021	Scott F. Poulter
	Chief Executive Officer and Director (Principal Executive Officer)
	Pacific Green Technologies Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Pacific Green Technologies Inc. and will be retained by Pacific Green Technologies Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Fraser-Smith, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Pacific Green Technologies Inc.

	/s/Richard Fraser-Smith
Dated: June 29, 2021	Richard Fraser-Smith
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	Pacific Green Technologies Inc.