Minutes Confirmed on July 13, 2026

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 received the item for information.

The Vice President, Policy and Programs, 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. Received the presentation on Lighting the Path to Solar for information.

The Director, Clean Electrification, Toronto Atmospheric Fund gave a presentation on Lighting the Path to Solar.

Staff will provide an overview of how Toronto Atmospheric Fund's (TAF) recently launched Home Solar Accelerator will support homeowners interested in going solar, and how the program can help evolve the ecosystem for home solar and storage in the GTHA.

The Board of Directors of the Toronto Atmospheric Fund:

1. Received the report (April 14, 2026) from the Vice President, Strategy and Partnerships, Toronto Atmospheric Fund, for information.

This report provides information regarding the impact of Toronto Atmospheric Fund's (TAF) programs based on the two core key performance indicators (KPIs): emission reduction potential and mobilization of financial capital. It also summarizes new approaches for impact tracking and reporting which will be advanced.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Appointed the following Officers of the Corporation to hold office at the pleasure of the Board for one year, or until their successors are appointed:

a. Vice Chair: Councillor Dianne Saxe; 

b. Corporate Secretary: Graysanne Bedell; and

c. Treasurer: Jehad Aliweiwi.

This report recommends appointment of the Toronto Atmospheric Fund’s Vice Chair, Treasurer, and Corporate Secretary.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Established the composition of the Grants and Programs Committee as seven members, and appoint the individual listed in Confidential Attachment 1 to the report (April 14, 2026) from the Chief Executive Officer, Toronto Atmospheric Fund, as a member, effective April 28, 2026.

2. Established the composition of the Direct Investment Committee as nine members, and:

a. appointed two individuals listed in Confidential Attachment 1 to the report (April 14, 2026) from the Chief Executive Officer, Toronto Atmospheric Fund, to first terms; and

b. reappointed two members listed in Confidential Attachment 1 to the report (April 14, 2026) from the Chief Executive Officer, Toronto Atmospheric Fund, to second and final terms, effective April 28, 2026.

3. Instructed the City Clerk to make the appointee names public once appointed by the Board, and directed that the balance of Confidential Attachment 1 to the report (April 14, 2026) from the Chief Executive Officer, Toronto Atmospheric Fund, remain confidential as it deals with personal matters about identifiable people.

The names of the individuals appointed to the Grants and Programs Committee and Direct Investment Committee are now public as follows:

Direct Investment Committee
James Henry
Charles Holt
Michael LeClair
Stephen Simpson 

Grants and Programs Committee
Elizabeth McCallion 

This report recommends the appointment of one member to the Toronto Atmospheric Fund’s (TAF) Grants and Programs Committee, and the appointment and reappointment of members to the Direct Investment Committee.

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

Draft Minutes of the Investment Committee Meeting Held March 12, 2026.

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

Minutes of the Direct Investment Committee Meeting Held January 22, 2026

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

Draft Minutes of the Direct Investment Committee Meeting Held April 9, 2026

The Board of Directors of the Toronto Atmospheric Fund:

1. Approved a clarification and amendment of Direct Investment 2024 #2, approved by the Board on November 21, 2024, to authorize staff, consistent with instructions from the Direct Investment Committee, to negotiate and amend Letters of Intent and related project agreements to adjust upfront cost sharing arrangements and initial EV charger deployment for a limited number of pilot buildings.

2. Directed that the confidential information contained in Confidential Attachment 1to the report (April 14, 2026) from the Vice President, Impact Investing, Toronto Atmospheric Fund, remain confidential in its entirety, as it contains commercial and financial information and negotiation details supplied in confidence, 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 seeks Board approval of a clarification and amendment to the Direct Investment 2024 #2 (EV Ready MURBs) approved by the Board on November 21, 2024, to permit amendments to Letters of Intent and related project agreements for a limited number of pilot buildings.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Adopted the Confidential Instructions to Staff in Confidential Attachment 1 to the report (April 14, 2026) from the Vice President, Impact Investing, authorizing the Toronto Atmospheric Fund’s consent to the assignment and associated amendments to an existing subordinated debt facility.

2. Directed that the confidential information contained in Confidential Attachment 1 to the report (April 14, 2026) from the Vice President, Impact Investing, remain confidential in its entirety, as it contains commercial and 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.

The Direct Investment Committee recommends that the Board of Directors approve the Toronto Atmospheric Fund’s consent to administrative and structural amendments to an existing subordinated debt facility previously approved for a for-profit, energy efficiency-focused infrastructure as a service company. The proposed changes are intended to align the facility with the Toronto Atmospheric Fund’s current lending structure and security framework following earlier Board-approved restructuring of related financing arrangements. The request does not involve new capital, changes to approved limits, or amendments to pricing or economic terms.

Details of the proposed amendments are contained in Confidential Attachment 1.

The Board of Directors of the Toronto Atmospheric Fund:

1. Directed the Chief Executive Office, Toronto Atmospheric Fund to enter an arrangement to commit to funding for an Affordable Housing Guarantee Pool in which investors rateably agree to provide an amount, as called upon by the Housing Guarantee Pool Fund Administrator, for projects approved under the terms of the arrangement, namely:

a. the principal amount of all amounts advanced by Toronto Atmospheric Fund under the arrangement shall not exceed $5 million and the Toronto Atmospheric Fund shall not be required to provide any security for its commitment;

b. Toronto Atmospheric Fund shall not enter into the arrangement until:

i.  other investors have committed (at the same time or earlier) to amounts no less than the principal amount of $10 million under the same terms of arrangement; and,

ii.  the Project Sponsor (who is a well-regarded developer of affordable housing who identifies suitable projects for the Fund, provides the first loss position and will act as the development manager on all projects they sponsor) has funded $5 million; and,

c.  the term of the arrangement shall be for no longer than 8 years from the execution of the arrangement (subject to survival of any outstanding commitments).

2. Directed the completion of a legal review of all documentation to the satisfaction of Toronto Atmospheric Fund's legal counsel as determined by Toronto Atmospheric Fund's Vice President, Impact Investing and Chief Executive Officer.

3. Directed that the confidential information contained in Confidential Attachment 1 to the report (April 14, 2026) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains commercial and financial information and negotiation details supplied in confidence, 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.

The Direct Investment Committee recommends an unfunded amount of $5 million to the affordable housing guarantee pool. This investment is strongly aligned with Toronto Atmospheric Fund's (TAF) mandate to mobilize capital and accelerate delivery of affordable, zero‑carbon, non‑profit multi‑unit residential (MURB) housing. By using a pooled guarantee structure, it has the ability to unlock construction financing while limiting Toronto Atmospheric Fund's (TAF) exposure to its committed amount. The proposed allocation complies with Toronto Atmospheric Fund's (TAF) investment policy and asset allocation framework.

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

Draft Minutes of the Grants and Programs Committee Meeting held March 26, 2026

The Board of Directors of the Toronto Atmospheric Fund:  

1. Approved the allocation of funding to grants approved in 2025 as presented in Attachment 1 to the report (April 14, 2026) from the Senior Grants Manager, Toronto Atmospheric Fund.

This report provides an update on enhancements to Toronto Atmospheric Fund's (TAF) Grants Program in 2026 and recommends Board approval of the allocation of endowment proceeds to grants approved in 2025.

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

Draft minutes of the Human Resources Committee Meeting held April 9, 2026.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Adopted the Confidential Instructions to staff in Confidential Attachment 1 to the report (April 13, 2026) Report from the Chair, Human Resources Committee, from the Human Resources Committee with respect to Chief Executive Officer compensation.

2. Directed that the confidential information contained in Confidential Attachment 1 (April 13, 2026) Report from the Chair, Human Resources Committee, remain confidential in its entirety, as it contains personal matters about an identifiable person.

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 personal matters about an identifiable person.

This report summarizes the performance review of the Toronto Atmospheric Fund’s Chief Executive Officer and provides a compensation recommendation.

The Board of Directors of the Toronto Atmospheric Fund:

1. Approved the transfer of:

a. $1,303,938 from the Toronto General Fund (unrestricted) to the Internally restricted Stabilization Fund;

b. $561,021from the Ontario General Fund (unrestricted) to the Internally restricted Stabilization Fund; and,

c. $1,487,882 from the Canada General Fund (unrestricted) to the Internally restricted Stabilization Fund.

2.  Approved the consolidated financial statements of the Toronto Atmospheric Fund for the year ended December 31, 2025 as presented in Attachment 1 to the report (April 24, 2026) from the Director, Finance, Toronto Atmospheric Fund, together with the related notes thereto, subject to:

a. completion of management’s and the auditors’ subsequent event procedures through the date of issuance; and

b. the possible inclusion of additional disclosure on the matter to appropriately describe the subsequent event and related matters identified.

3. Received the Doane Grant Thornton Report to the TAF Board Audit Committee on Audit Results, and Draft Minutes of the Audit Committee Meeting held April 23, 2026, as presented in Attachments 2 and 3 to
the report (April 24, 2026) from the Director, Finance, Toronto Atmospheric Fund.

4. Recommends that City Council receive for information the Toronto Atmospheric Fund 2025 Audited Consolidated Financial Statements as presented in Attachment 1 to the report (April 24, 2026) from the Director, Finance, Toronto Atmospheric Fund.

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.

The 2025 Audited Consolidated Financial Statements have been prepared by Doane Grant Thornton and are presented to the Toronto Atmospheric Fund (TAF) Board of Directors for approval. These statements provide separate fund accounting for the endowment funds provided to the Toronto Atmospheric Fund by the City of Toronto, Province of Ontario, and Government of Canada.

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 Vice 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:

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

Akhil Bhalla, City Legal, City of Toronto

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

Sadia Khan, Senior Manager, Grants, Toronto Atmospheric Fund

Tracy Haynes, Senior Manager, Impact Reporting and Investor Relations, Toronto Atmospheric Fund

Sohail Amini, Analyst, Impact Investing, Toronto Atmospheric Fund

Julie Leach, Senior Manager, Campaigns and Communications, Toronto Atmospheric Fund

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

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

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

Adam Rosenfield, Director, Clean Transportation, Toronto Atmospheric Fund

Chris Caners, Director, Clean Electrification, Toronto Atmospheric Fund

Jessica Obodoechi, Program Manager, Home Solar Accelerator

David Fioretti, Doane Grant Thorton LLP

Teresa Hui, Doane Grant Thorton LLP