Solar Alliance Energy : OFFERING DOCUMENT – LISTED ISSUER FINANCING EXEMPTION

This Offering Document (the "Offering Document") constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.

These securities have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any of the securities laws of any state of the United States, and may not be offered or sold to, or for the account or benefit of, U.S. persons or persons in the United States without registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with exemptions therefrom. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities to, or for the account or benefit of, U.S. persons or persons in the United States. "United States" and "U.S. person" have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

OFFERING DOCUMENT

UNDER THE LISTED ISSUER FINANCING EXEMPTION

May 14, 2024

SOLAR ALLIANCE ENERGY INC.

What are we offering?

Offering: Solar Alliance Energy Inc. (the "Corporation") is offering up to 20,000,000 units of the Corporation (each, a "Unit") at a price of $0.05 per Unit (the "Offering Price"), for gross proceeds of up to $1,000,000 (the "Offering").

Each Unit will be comprised of one common share of the Corporation (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to purchase one Common Share at a price of $0.07 at any time on or before that date which is thirty-six (36) months after the Closing Date (as herein defined).

Each Common Share carries one vote at all meetings of shareholders, is entitled to receive dividends as and when declared by the board of directors of the Corporation and is entitled to participate in the remaining property and assets of the Corporation upon dissolution or winding-up. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights.

Offering Price: $0.05 per Unit.

Offering Up to 20,000,000 Units for gross proceeds of up to $1,000,000 subject to the terms

Amount: and conditions set out herein, and subject to all necessary regulatory approvals.

Closing Date: The Offering is expected to close on or about June 20, 2024 or such other date or dates as the Corporation may determine (the "Closing Date").

Exchange: The Common Shares are listed for trading on the TSX Venture Exchange ("TSXV") under the symbol "SOLR".

Last Closing On May 14, the closing price of the Common Shares on the TSXV was $0.055. price

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you, and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

The Corporation is conducting a listed issuer financing under section 5A of National Instrument 45- 106 - Prospectus Exemptions. In connection with this Offering, the Corporation represents the following is true:

• The Corporation has active operations, and its principal asset is not cash, cash equivalents or its exchange listing.
• The Corporation has filed all periodic and timely disclosure documents that it is required to have filed.
• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed $5,000,000.
• The Corporation will not close this Offering unless the issuer reasonably believes that it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
• The Corporation will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Corporation seeks security holder approval.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering document contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws, which is based upon the Corporation's current internal expectations, estimates, projections, assumptions, and beliefs. The forward-looking information included in this offering document is made only as of the date of this offering document. Such forward-looking statements and forward-looking information include, but are not limited to, the expected future performance of the Corporation, information about the Offering, including the size thereof, the expected timing to complete the Offering, the ability to complete the Offering on the terms provided herein or at all; the Corporation's expectations with respect to the use of proceeds and the use of the available funds following completion of the Offering; regulatory approvals for the Offering, including approval of the TSXV; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Corporation. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "plans",

"expects", "potential", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates",

"forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to the Offering not closing within the timeframe anticipated or at all, or not closing on the terms and conditions currently anticipated by the Corporation, the resale restrictions on the securities issued pursuant to the Offering, the issuance of the Units pursuant to the listed issuer financing exemption, timely receipt of all regulatory and third party approvals for the Offering, including that of the TSXV, the anticipated use of the

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net proceeds of the Offering, regulatory approval of the Offering, the use of available funds, general business and economic conditions, the Corporation's objectives, goals or future plans, the effects of product development and need for continued technological change, the ability to complete the Corporation's current and backlog of solar projects; the quantum of the Corporation's grant-supported project pipeline and the ability of the Company to receive governmental approval for such projects, the ability to grow the Corporation's market share; the US solar industry; the expected timing of the construction and completion of the Corporation's solar projects; disruptions in the Corporation's supply chains, the ability to execute on the Corporation's key objectives, the effect of government regulation and compliance on the Corporation and the industry, research and development risks, reliance on key personnel, operations in foreign jurisdictions, protection of intellectual property rights, contractual risk, third-party risk, risk of technological or scientific obsolescence, dependence of technical infrastructure, political risks, uncertainties relating to the availability and costs of financing needed in the future, capital markets conditions, inflation, changes in interest rates, changes in currency exchange rates, an inability to raise additional funding, the manner the Corporation uses its cash or the proceeds of an offering of the Corporation's securities, other risks involved in the materials development industry, and those risks set out in the Corporation's public documents filed on SEDAR+.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward- looking information. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. For more information on the Corporation and the risks and challenges of its business, investors should review the Corporation's annual filings that are available at www.sedarplus.ca.

To the extent any forward-looking statement in this offering document constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out herein. The Corporation's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Corporation's revenue and expenses. The Corporation's financial projections were not prepared with a view toward compliance with published guidelines of International Financial Reporting Standards and have not been examined, reviewed or compiled by the Corporation's accountants or auditors. The Corporation's financial projections represent management's estimates as of the dates indicated thereon.

The Corporation provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.

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SUMMARY DESCRIPTION OF BUSINESS

What is our business?

Solar Alliance is an energy solutions provider focused on the commercial, utility and community solar sectors. Our experienced team of solar professionals reduces or eliminates customers' vulnerability to rising energy costs, offers an environmentally friendly source of electricity generation, and provides affordable, turnkey clean energy solutions.

Solar Alliance targets medium sized commercial and small utility solar projects to generate revenue by providing design, engineering and installation of solar systems.

The Company offers a 'turnkey' solution for businesses, sourcing solar system components from technology providers. Solar Alliance operates in Tennessee, Kentucky, Illinois and North and South Carolina and has an expanding pipeline of solar projects in several Southeast U.S. states.

Recent Developments

• On May 13, 2024, the Corporation announced four contract signings totaling $615,000 that have contributed to a backlog of contracted projects exceeding $2.3 million. The Corporation also provided an update on its grant-supported project pipeline, all subject to government approval, which currently totals $3.7 million.
• On April 30, 2024 the Corporation announced its audited financial results for the year ended December 31, 2023 and its 55% increase in revenue year-over-year.
• On April 15, 2024 the Corporation announced a corporate update for the first quarter which included the Corporation's commitment to continue to target large customers and install its backlog of contracted projects while adding to the backlog with new project sales.
• On March 1, 2024 the Corporation announced a shares for debt transaction pursuant to which the Corporation issued 3,000,000 Common Shares at a deemed price of $0.055 to settle $165,000 of indebtedness.
• On November 21, 2023 the Corporation announced it achieved the Corporation's first profitable quarter in the Corporation's commercial solar history.
• On September 12, 2023 the Corporation announced the establishment of an affiliate program to provide independent sales organizations with access to branded marketing materials, design, engineering and installation management services. In return, the affiliates bring commercial solar opportunities to the Corporation.
• On July 31, 2023 the Corporation announced it has signed contract for three solar projects in the Southeast U.S., ranging in size up to 120-kilowatts ("kW").
• On July 17, 2023, the Company announced it signed contracts for the design, engineering, and construction of two commercial solar projects for a client in Tennessee, with a total capital cost of $530,000.
• On July 10, 2023, the Company announced it signed contracts for the design, engineering, and construction of two commercial solar projects for a client in Tennessee. The first project is a ground mount system with a capacity of 250-kW and a capital cost of $720,000. The second project is a ground mount system with a capacity of 299-kW and a capital cost of $860,000.

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• On June 21, 2023 the Company sold a 67% interest in the two solar projects in New York. On December 6, 2023, the Company sold the remaining 33% interest in these two solar projects.
• On May 25, 2023 the Company announced it had signed contracts for five solar projects in the Southeast U.S., ranging in size from 40-kW to 113-kW. The contracts include the design and installation of solar projects for a range of industries in Tennessee and Kentucky and have a combined capital cost of $1.1 million.
• On February 23, 2023, the Company announced the board of directors has approved the appointment of Christina Wu as Chief Financial Officer of the Company, effective March 10, 2023.

Material Facts

There are no material facts about the securities being distributed that have not been disclosed elsewhere in this offering document or in any other document filed by the Corporation in the 12 months preceding the date of this offering document.

What are the business objectives that we expect to accomplish using the available funds?

The Corporation's business objectives are to support business expansion by increasing its customer base, acquiring equipment to expand capacity, and to advance a utility scale legacy wind project.

The Corporation intends to use the available funds for expenses associated with its growth trajectory including the objectives noted below. Funds required are based on the Corporation's current budget and a one-year forecast. Spending is not expected increase for reasons other than what is forecasted, or if the forecast changes from time to time.

Business Objectives	Preceding significant	Period in which event	Cost related to event
	events	is expected to occur
Advance development	Complete	Fiscal 2024	$100,000
of legacy wind project	interconnection studies
into British Columbia.	and stakeholder
	engagement.
Grow customer base	Contract signings with	Fiscal 2024	$360,000
and exceed 2023	commercial solar
revenue.	customers, enhance
	sales team, marketing
	initiatives and acquire
	materials required for
	construction.
Complete backlog of	Purchase materials,	Fiscal 2024	$6,468,750
solar projects	schedule installation
	and deploy crews.
		TOTAL:	$6,928,750

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USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

The expected availability of funds following the closing of the Offering is as set out in the below table:

			Assuming 100% of Offering(1)
A	Amount to be raised by this offering	$1,000,000
B	Selling commissions and fees(2)		$nil
C	Estimated offering costs (e.g. legal, accounting, audit)	$30,000
D	Net proceeds of offering: D = A - (B + C)	$970,000
E	Working capital as at most recent month end(3)	-$1,729,303
F	Additional sources of funding(4)	$8,625,000
G	Total available funds: G = D + E + F	$7,865,697

Notes

1. Assuming the Offering is fully subscribed and the Over-Allotment Option is exercised in full.
2. Assuming no finder's fees are payable. Finder's fees may be payable to eligible arms-length persons with respect to certain subscriptions accepted by the Corporation. See "Fees and Commissions", below.
3. This is estimated based on management's current estimation of the Corporation's working capital as at March 31, 2024.
4. This is estimated based on management's current expectations for anticipated revenue over the next 12 months. The purpose of this estimate is to provide the reader with an estimate of the funds the Corporation anticipates receiving in the course of its ordinary course operations, and may not be appropriate for other purposes.

How will we use the available funds?

Description of intended use of available funds listed in order of Assuming 100% of Offering(1) priority

Advance development of legacy wind project into British Columbia.	$100,000
Grow customer base via marketing initiatives, other customer base
expansion expenses and acquisition of materials required for	$360,000
construction
Corporate general and administrative	$350,000
Cost of sales(2)	$6,468,750
Working capital	$586,947

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Total: Equal to "G" Total Available Funds in Chart Above

$7,865,697

Notes

1. Assuming the Offering is fully subscribed.
2. Costs associated with expectations for anticipated revenue over the next 12 months.

The above-mentioned allocation and anticipated timing represents the Corporation's current intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Corporation. Although the Corporation intends to expend the proceeds from this Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Corporation's ability to execute on its business plan and financing objectives. See the "Cautionary Note Regarding Forward-LookingStatements" section above.

The most recent audited interim financial statements of the Corporation included a going concern note. Management is aware, in making its going concern assessment, of recurring losses, on-going negative cash flow and an ongoing dependence on financing activities that may cast significant doubt on the Corporation's ability to continue as a going concern. The Corporation expects that available funds from this Offering will be sufficient to cover the Corporation's operating costs for the next 12 months. However, the Offering is not expected to affect the decision to include a going concern note in the next financial statements of the Corporation.

How have we used the other funds we have raised in the past 12 months?

The Corporation has not conducted a financing in the past 12 months.

FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?

The Offering is a non-brokered private placement with no expected finder participation. Finder's fees may be payable to eligible arms-length persons with respect to certain subscriptions accepted by the Corporation.

PURCHASERS' RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

1. to rescind your purchase of these securities with the Corporation; or
2. to damages against the Corporation and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

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If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal advisor.

ADDITIONAL INFORMATION

Where can you find more information about us?

You can access the Corporation's continuous disclosure filings on SEDAR+ at www.sedarplus.ca under the Corporation's profile.

For further information regarding the Corporation, visit our website at www.solaralliance.com.

Please refer to Appendix "A" - "Acknowledgements, Covenants, Representations and Warranties of the Investor" and Appendix "B" - "Indirect Collection of Personal Information" attached hereto.

Investors should read this offering document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of Units.

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DATE AND CERTIFICATE

This offering document, together with any document filed under Canadian securities legislation on or after May 14, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

Dated: May 14, 2024

"Myke Clark"		"Christina Wu"
	Chief Executive Officer and		Chief Financial Officer
	Director

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APPENDIX A

ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE

INVESTOR

Each purchaser of the Units (the "Investor") makes, and is deemed to make, the following acknowledgements, covenants, representations and warranties to the Corporation, as at the date hereof, and as of the Closing Date:

1. the Investor confirms that it: (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Units (including the potential loss of his, her or its entire investment); (ii) is aware of the characteristics of the Units (and the underlying securities) and understands the risks relating to an investment therein; and
2. 1. is able to bear the economic risk of loss of its investment in the Units and understands that it may lose its entire investment in the Units;
3. the Investor is resident in the jurisdiction disclosed to the Corporation and the Investor was solicited to purchase in such jurisdiction;
4. the subscription for the Units by the Investor does not contravene any of the applicable securities legislation in the jurisdiction in which the Investor resides and does not give rise to any obligation of the Corporation to: (i) prepare and file a prospectus or similar document or to register the Units (or underlying securities) or to be registered with or to file any report or notice with any governmental or regulatory authority; or (ii) be subject to any ongoing disclosure requirements under the securities legislation of such jurisdiction;
5. unless the Investor has separately delivered to the Corporation a U.S. Representation Letter (in which case the Investor makes the representations, warranties and covenants set forth therein), the Investor (i) is not in the United States, its territories or possessions, any State of the United States or the District of Columbia (collectively, the "United States"), (ii) was outside of the United States at the time the buy order for the Units was originated, (iii) is not subscribing for the Units for the account of a person in the United States, (iv) is not subscribing for the Units for resale in the United States, and (v) was not offered the Units in the United States;
6. the Investor is aware that the Common Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and that the Common Shares and Warrants may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, any state or territory of the United States or the District of Columbia, without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption from such registration and it acknowledges that the Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the sale or resale of the Common Shares and Warrants;
7. the funds representing the aggregate subscription funds which will be advanced by the Investor to the Corporation hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the
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   "PCMLTFA") or for the purposes of the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act, as may be amended from time to time (the "PATRIOT Act") and the Investor acknowledges that the Corporation may in the future be required by law to disclose the Investor's name and other information relating to the Investor's subscription of the Units, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act, and that, to the best of its knowledge: (i) none of the subscription funds to be provided by the Investor (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction; or (B) are being tendered on behalf of a person who has not been identified to the

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