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 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. Received the report (June 29, 2026) from the Vice President, Impact Investing for information.

2. Directed that the confidential information contained in Confidential Attachment 1 to the report (June 29, 2026) from the Vice President, Impact Investing, remain confidential in its entirety, as it contains commercial 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.

Ryan Kuruliak, President, HUB International gave a presentation on The Atmospheric Fund Asset Mix Review.

Toronto Atmospheric Fund's Statement of Investment Objectives and Principles requires regular assessment to ensure that Toronto Atmospheric Fund portfolio remains aligned with its investment objectives, risk tolerance, and long-term financial sustainability. The Investment Committee is responsible for overseeing this work, including conducting an annual review of the Statement of Investment Objectives and Principles for continued alignment, monitoring asset mix and performance relative to benchmarks, and reporting to the Board.

Additionally, Section 6.2 of the Statement of Investment Objectives and Principles states “a portfolio risk assessment should be undertaken at a minimum of every five years and reported to the Board.” A portfolio risk assessment has been completed, led by HUB International, Toronto Atmospheric Fund’s investment advisor, with support from Toronto Atmospheric Fund staff and in consultation with the Investment Committee.

This report provides an overview of conclusions of the portfolio risk assessment, with a particular focus on the asset mix. Ryan Kuruliak, Senior Vice President and Practice Leader, Investment Consulting at HUB International will present highlights of the assessment and be available to address questions during the meeting.

The Board of Directors of the Toronto Atmospheric Fund:

1. Received the report (June 26, 2026) from the Director, Finance, Toronto Atmospheric Fund for information.

The unaudited financial results for the three months ended March 31,2026 (first quarter) are presented for information.

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

Draft Minutes of the Investment Committee Meeting held May 28, 2026.

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

Draft Minutes of the Direct Investment Committee meeting held June 16, 2026.

The Board of Directors of the Toronto Atmospheric Fund:   

1. Approved an amendment to the existing 2025 Credit Agreement governing its $4.5 million revolving working-capital facility with the Company, to accommodate bridge financing of ElectricVehicle ChargeON Round 2 receivables (the Programme), representing Ontario Government financing of up to half of the cost of each of the 45 sites awarded to the Company under the Programme, subject to the following conditions:

a. the amendment to be on substantially the same terms as the existing facility, except as required to reflect the Programme, including:

i. extension of the advance period;

ii. updates to the advance mechanics to reflect the Round 2 Programme structure and eligible site-level funding parameters; and,

iii. inclusion of a right for Toronto Atmospheric Fund to substitute financed projects where an originally funded site is withdrawn, delayed, or otherwise no longer eligible, 

b. the existing security package to remain in place, subject to such amendments as may be necessary to give effect to the foregoing, 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.

2. Directed that the confidential information contained in Confidential Attachment 1 to the report (June 26, 2026) from the Vice President, Impact Investing, remain confidential in its entirety, as it contains commercial and financial information details 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 amending Toronto Atmospheric Fund's bridge financing facility with the Company, a provider of integrated electric vehicle fast-charging and battery energy storage solutions, to extend the facility to accommodate newly awarded grants backed by the provincial governments electric vehicle ChargeON Program.

The Board of Directors of the Toronto Atmospheric Fund:   

1. Approved an additional CAD $0.5 million commitment increasing Toronto Atmospheric Fund’s total commitment to CAD $1.0 million, through the purchase of additional Class A Units, being the same class of units as Toronto Atmospheric Fund’s existing investment, subject to:

a. completion of any required documentation to effect Toronto Atmospheric Fund’s additional commitment under the existing fund documents, on terms satisfactory to the Vice President, Impact Investing; and,

b. satisfactory review by Toronto Atmospheric Fund’s legal counsel of any such documentation, as determined by the Vice President, Impact Investing and the Chief Executive Officer.

2. Directed that the confidential information contained in Confidential Attachment 1 to the report (June 26, 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 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 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 an additional investment of up to $0.5 million into a private credit fund that is already part of Toronto Atmospheric Fund’s portfolio. The fund provides financing to high-growth, sustainability-focused companies across clean energy, agriculture, and health sectors, and performance to date has been in line with expectations. The proposed commitment is consistent with Toronto Atmospheric Fund’s investment policy and target portfolio allocation.

The Board of Directors of the Toronto Atmospheric Fund: 

1. Approved an investment of up to $400,000 in preferred equity in the Company, subject to the following conditions: 

a. completion of all required documentation to effect Toronto Atmospheric Fund's investment in the Company, on terms satisfactory to the Vice President, Impact Investing; and,

b. 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. 

2. Directed that the confidential information contained in Confidential Attachment 1 to the report (June 26, 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 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 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 the Board approve an investment of up to $400,000 in preferred shares of a Canadian Electric Vehicles charging enablement company as part of a $2,000,000 seed financing. The company’s Artificial Intelligence enabled power management systems supports Level 2 Electric Vehicles charging in capacity-constrained buildings and fleet applications, reducing the need for costly electrical upgrades. The investment aligns with Toronto Atmospheric Fund’s clean transportation, retrofit, and electrification priorities, supports a Toronto-based company with early Greater Toronto and Hamilton Area traction, and is projected to enable approximately 2.19 million tonnes of carbon dioxide equivalent in cumulative emissions reductions over 20 years.

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

Draft Minutes of the Grants and Programs Committee Meeting held June 18, 2026.

The Board of Directors of the Toronto Atmospheric Fund:

1. Approved the grant requests summarized in Confidential Attachment 1 to the report (June 26, 2026) from the Senior Grants Manager, Toronto Atmospheric Fund, as amended in closed session, which includes grants recommended for approval and project descriptions.

2. Received the rationale for partial funding decisions contained in Confidential Attachment 2 to the report (June 26, 2026) from the Senior Grants Manager, Toronto Atmospheric Fund, for information.

3. Authorized the public release of Confidential Attachment 1 to the report (June 26, 2026) 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. Direct that the confidential information contained in Confidential Attachment 2 to the report (June 26, 2026) 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.

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.

Revised Confidential Attachment 1 to the report (June 26, 2026) from the Senior Grants Manager, Toronto Atmospheric Fund is now public and can be accessed under Background Information.

This report recommends approval of seven grants with a combined value of $876,250.

The Board of Directors of the Toronto Atmospheric Fund:  

1. Approved the updated Terms of Reference for the Grants and Programs, Human Resources, and Audit Committees, as set out in Attachments 1 to 3 to the report (June 26, 2026) from the Chief Executive Officer, Toronto Atmospheric Fund.

This report presents recommended updates to the Terms of Reference for the Toronto Atmospheric Fund’s Grants and Programs, Human Resources, and Audit Committees. 

The proposed updates align with the requirements of Toronto Atmospheric Fund By-law No. 1, reflect current governance practices and mandates of the committees, and improve clarity and consistency by referencing (rather than duplicating) provisions in other governing documents.

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:

Julia Langer, CEO, 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

Sohail Amini, Analyst, Impact Investing, Toronto Atmospheric Fund

Vincent Lau, Manager, Finance for Low Carbon Buildings

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

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

Adam Rosenfield, Director, Clean Transportation, Toronto Atmospheric Fund

Sadia Khan, Senior Manager, Grants, Toronto Atmospheric Fund

Naqiya Jamaly, Analyst, Retrofit Accelerator, Toronto Atmospheric Fund

Tamsyn King, Operations and Retrofit Accelerator, Data Governance Coordinator, Toronto Atmospheric Fund

Zoe Meth, Junior Analyst, Clean Transportation, Toronto Atmospheric Fund

Krithi Shankhari, Junior Analyst, Climate Policy, Toronto Atmospheric Fund

Isabella C Ullerick, Analyst, Climate Policy, Toronto Atmospheric Fund

Kyra Dorfman, Lawyer, City of Toronto 

Alexis Choi, Lawyer, City of Toronto