Minutes To be Confirmed

This meeting of the Board of Directors of the Toronto Atmospheric Fund was conducted with members participating in person and remotely.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the report (November 7, 2025) from the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund, for information.

Irene Lam, Director, Client Services, and Joshua Mogil, Advisor, Mantle Climate gave a presentation on Future of Data Centres in the Greater Toronto and Hamilton Area and Ontario.

Toronto Atmospheric Fund (TAF) provided a grant to MaRS to explore what artificial intelligence (AI) infrastructure (i.e. data centres) build-out could look like in the Greater Toronto and Hamilton Area (GTHA) and more broadly in Ontario, and the policies and practices that can ensure that they are developed as innovatively and sustainably in order to maintain a robust electricity supply and meet its climate and broader economic objectives. MaRS and their partner Mantle Developments will present initial findings from stakeholder consultation and research.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

At its meeting held on October 8 and 9, 2025, City Council appointed the following members to the Toronto Atmospheric Fund Board for a term of office from October 10, 2025, to October 11, 2029, and until successors are appointed: 

• Jehad Aliweiwi; and
• Elizabeth McCallion

These new appointments fill the positions previously held by Stuart Galloway and Kim Marshall whose terms of office came to an end on July 15, 2025.

City Council also reappointed Jean Olemou for a term of office from October 10, 2025, to October 11, 2029, and until a successor is appointed.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The Chief Executive Officer, Toronto Atmospheric Fund gave an overview of the Chief Executive Officer's report.

This report provides an update on the Toronto Atmospheric Fund initiatives with regard to Governance Matters, Staff and Operational Matters, and Strategic Programs.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Appointed Jehad Aliweiwi as the Treasurer of the Board of Directors of the Toronto Atmospheric Fund.

This report recommends appointment of the Treasurer of the Board of Directors.

The Board of Directors of the Toronto Atmospheric Fund:  

1.  Appointed Jehad Aliweiwi and Wayne Miranda to the Audit Committee.

2.  Appointed Elizabeth McCallion to the Human Resources Committee.

This report recommends appointment of Board members to the Toronto Atmospheric Fund’s Human Resources and Audit Committees.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The unaudited financial results for the two quarters ended June 30, 2025, and September 30, 2025 (second quarter and third quarter) are provided in Attachments 1 and 2.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the 2026 Consolidated Operating Budget as presented in Attachment 1 to the report (November 6, 2025) from the Director, Finance, Toronto Atmospheric Fund.

Toronto Atmospheric Fund’s 2026 Operating Budget is presented for Board consideration and approval. This is a balanced and self-financed budget, with zero impact on the City’s budget. Revenue is based on a projected annual return on the marketable securities portfolio which the Investment Committee considers appropriate; the expected returns on the current book of direct investments; an estimate of return on new direct investments advanced during the course of the year; and committed external funding.  Expenditures are based on the projected revenues including investment proceeds and external funding, with attention to the minimum grant and maximum administrative expense requirements and compliance with the Payout Ratio established to protect the endowments. The 2026 Annual Plan that details the objectives and activities for advancing climate solutions for the Greater Toronto and Hamilton Area (GTHA) will be crafted in keeping with the approved 2026 Operating Budget and presented to the Board at the first meeting of 2026.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Draft minutes of the Investment Committee meeting held on September 25, 2025.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Draft Minutes of the Direct Investment Committee meeting held on October 28, 2025.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

Draft minutes of the Grants and Programs Committee meeting held on October 30, 2025.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the grant requests summarized in Confidential Attachment 1 to the report (November 7, 2025) from the Senior Grants Manager, Toronto Atmospheric Fund, which includes grants recommended for approval and project descriptions.

2.  Declined the grant requests summarized in Confidential Attachment 2 to the report (November 7, 2025) from the Senior Grants Manager, Toronto Atmospheric Fund, and received the rationale for partial funding decisions, including original requested amounts.

3.  Authorized the public release of Confidential Attachment 1 to the report (November 7, 2025) from the Senior Grants Manager, Toronto Atmospheric Fund, only for grants approved by the Board, and direct that confidential information on any declined grants remain confidential, as it contains financial information, supplied in confidence to The Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

4.  Directed that the confidential information contained in Confidential Attachment 2 to the report (November 7, 2025) from the Senior Grants Manager, Toronto Atmospheric Fund, remain confidential in its entirety, as it contains financial information, supplied in confidence to The Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

Confidential Attachment 1 to the report (November 7, 2025) from the Senior Grants Manager, Toronto Atmospheric Fund is now public and can be accessed under Background Information.

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to financial information supplied in confidence to the Toronto Atmospheric Fund which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

This report recommends approval of five grants with a combined value of $848,077.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

In accordance with the Procedural By-law for Meetings of the Board of Directors of the Toronto Atmospheric Fund, the Chair, in consultation with the City Clerk, determines the place, day and hour of its regular Meetings and the schedule of those Meetings shall be publicly available by the beginning of each calendar year, or as soon as possible following the beginning of a new term of Council.

City Council on July 23 and 24, 2025, approved the 2026 schedule of meetings for City Council and its Committees. The schedule of meetings for Board of Directors of the Toronto Atmospheric Fund has been developed to avoid dates, whenever possible, that conflict with the approved City Council schedule; and to avoid days of cultural or religious significance.

The Chair has scheduled the following meetings for 20026:

Date:           February 13, 2026

Time:           9:30 a.m.

Location:     Committee Room 1, City Hall/Video Conference

Date:           April 28, 2026

Time:           9:30 a.m.

Location:     Committee Room 1, City Hall/Video Conference

Date:           July 13, 2026

Time:           9:30 a.m.

Location:     Committee Room 2, City Hall/Video Conference

Date:           November 3, 2026

Time:           9:30 a.m. 

Location:     Committee Room 1, City Hall/Video Conference

The Board of Directors of the Toronto Atmospheric Fund :

1. Re-opened Item TA11.5 - Direct Investment Request 2025 C

2. Deleted Decision 1, and adopted the following instead:

“1. Approve Toronto Atmospheric Fund to provide an unfunded guarantee not exceeding $3.5 million of the repayment by the borrowing company (the "Borrower”) of a term loan made to it by the lending party and affiliates (the "Lender") of no greater than 4 years length ("Guarantee"), subject to the following conditions:

a. The Lender shall have agreed to lend to the Borrower not less than $3.5 million as a working capital loan facility upon the terms described in the Confidential Attachment 1 – Direct Investment Request 2025.C (“Memo") and upon such additional terms as may be consistent therewith as are approved by VP Impact Investing;

b. the terms of the Guarantee shall provide for a minimum total return to Toronto Atmospheric Fund, outlined in the Memo, of the amount of the Guarantee through a combination of fees and warrant consideration, the aggregate value of which is to be determined by the Vice President, Impact Investing as meeting that requirement by using the methods set out in the Memo; and

c. satisfactory review of all legal documentation by Toronto Atmospheric Fund's legal counsel, as determined by the Vice President, Impact Investing and the Chief Executive Officer.”

On June 24, 2025, the Direct Investment Committee of the Toronto Atmospheric Fund approved the following amended recommendation regarding Direct Investment Request 2025.C for presentation to the Board.

"1.  Approved an investment of $3,500,000, structured as an unfunded guarantee of the repayment by the Company of a term loan made to it by Third-Party Credit Lender of no greater than 4 years length, subject to the following conditions:

a. Third-Party Credit Lender shall have agreed to lend to the Company not less than $3,500,000 as a working capital loan facility upon the terms described in the Confidential Attachment 1 – Direct Investment Request 2025.C (“Memo") to the report (July 4, 2025) from the Vice President, Impact Investing, Toronto Atmospheric Fund and upon such additional terms as may be consistent therewith as are approved by Vice President, Impact Investing; and

b. the terms of the Guarantee shall provide for a total return to TAF of no less than 3 percent per annum of the amount of the Guarantee through a combination of fees and warrant consideration, the aggregate value of which is to be determined by the Vice President, Impact Investing as meeting that requirement by using the methods set out in the Memo."

It has come to my attention that while this wording was included in the Draft Minutes of the Direct Investment Committee received by the Board at its meeting on June 24 (https://secure.toronto.ca/council/agenda-item.do?item=2025.TA11.4), the report for item TA 11.5 Direct Investment Request 2025 C (https://secure.toronto.ca/council/agenda-item.do?item=2025.TA11.5) included recommendations that did not reflect the amendments made by the Committee.

By re-opening this item, I am requesting that the Board of Directors of the Toronto Atmospheric Fund amend Decision 1 to ensure the official record reflects the correct Committee-approved language, as the motion adopted by the Board did not include the precise wording required.

The Board of Directors of the Toronto Atmospheric Fund:

1. Amended Section 4 a. Composition of the Human Resources Committee of the Terms of Reference of the Human Resource Committee so that it now reads as follows:

"The Human Resources Committee shall be comprised of three TAF Board members, including the TAF Board Chair."

An update to the Terms of Reference for Toronto Atmospheric Fund’s Human Resources Committee is presented for Board consideration. The proposed change amends the composition of the Committee, removing the specific requirement for participation by a Councillor Board member.

Announcements

The Chair acknowledged that the Board of Directors of the Toronto Atmospheric Fund was meeting on the traditional territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples and is now home to many diverse First Nations, Inuit and Métis peoples. The Chair also acknowledged that Toronto is covered by Treaty 13 with the Mississaugas of the Credit.

Where the Members of the Board of Directors of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely, they were counted for quorum, as permitted by Section 189(4.2) of the City of Toronto Act, 2006 and the Board's Procedures.

Also Present - Non-Members:

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

Fatima Crerar, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Jamie Klein, Senior Manager, People and Operations, Toronto Atmospheric Fund

Heather Keachie, Lawyer, Toronto Atmospheric Fund

Bryan Purcell, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Kristian Knibutat, Vice President, Impact Investing, Toronto Atmospheric Fund

Uzoma Erondu, Senior Manager, Impact Investing, Toronto Atmospheric Fund

Tracy Haynes, Manager, Investor Partnerships, Toronto Atmospheric Fund

Sadia Khan, Senior Manager, Grants, Toronto Atmospheric Fund

Adam Rosenfield, Director, Clean Transportation, Toronto Atmospheric Fund

Chris Caners, Director, Clean Electrification, Toronto Atmospheric Fund

Ben Knaggs, Junior Analyst, Impact Investing, Toronto Atmospheric Fund

Ekaterina Tzekova, Director, Research and Innovation, Toronto Atmospheric Fund

Akhil Bhalla, City Legal, City of Toronto

Tyler Hamilton, Senior Director, Climate, MaRS Discovery District

Irene Lam, Director, Client Services, Mantle Climate

Joshua Mogil, Advisor, Mantle Climate