NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada October 17, 2016 – GreenPower Motor Company Inc. (TSXV: GPV) (OTCQB: GPVRF) (“GreenPower” or the “Company”) announces the closing of the nonbrokered private placement (the “Financing”) of 684,541 units (each, a “Unit”) at a price of $0.75 per Unit for gross proceeds of $513,406. Two of the directors of the Company participated in this private placement for $97,500.
In connection with the Financing, the Company issued:
- 684,541 common shares resulting in the Company currently having 86,519,135 issued and outstanding; and
- 342,270 non-transferrable common share purchase warrants (each, a “Warrant”), with each Warrant exercisable into one Share at an exercise price of $1.10 per Share in the first year after issuance and $1.50 per Share in the second year after issuance, subject to adjustment.
Finder’s fees of $7,121 were paid to arm’s length finders in connection with the private placement. The closing of this private placement has been approved by the TSX Venture Exchange.
After paying the costs of the private placement, the net proceeds will be primarily used for production of electric buses, as well as testing, sales and marketing, and general working capital.
Insiders of the Company were issued an aggregate of 130,000 Units under the Financing, which constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the xemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of he shares issued to the related parties did not exceed 25% of the Company’s market capitalization.
The securities issued under the Financing, and the Shares that may be issuable on exercise of the Warrants, are subject to a statutory hold period expiring on February 18 2017. None of the securities sold in connection with the Financing will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Pursuant to Part 3.1 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, on October 17, 2016, the Company’s Chairman, Fraser Atkinson, acquired 80,000 Units in the Financing. Prior to the Financing, Mr. Atkinson owned 4,050,750 shares directly, 3,793,750 shares indirectly through Koko Financial Ltd., 200,000 shares indirectly through Atkinson Family Trust, 2,465,044 options, 333,500 warrants indirectly through Koko Financial Ltd. and a $230,000 convertible debenture held indirectly through Koko Financial Ltd. which may be converted into 575,000 shares (representing 12.80% of the issued and outstanding Shares on a partially diluted basis). Upon completion of the Financing, Mr. Atkinson owned 4,130,750 shares directly, 3,793,750 shares indirectly through Koko Financial Ltd., 200,000 shares indirectly through Atkinson Family Trust, 2,465,044 options, 40,000 warrants directly, 333,500 warrants indirectly through Koko Financial Ltd. and a $230,000 convertible debenture held indirectly through Koko Financial Ltd. which may beconvertible into 575,000 shares (representing 12.83% of the issued and outstanding Shares on a partially diluted basis). Mr. Atkinson acquired the Shares for investment purposes. Depending on economy or market conditions or matters relating to the Company, Mr. Atkinson may choose to either acquire or dispose of securities of the Company.
About GreenPower Motor Company Inc.
GreenPower Motor Company Inc. develops electric powered vehicles for commercial markets. GreenPower offers a range of electric powered buses deploying electric drive and battery technologies with a lightweight chassis and low floor or high floor body. GreenPower’s bus is based on a flexible clean sheet design and utilizes a custom battery management system and a proprietary Flex Power system for the drive motors. GreenPower sources and integrates key vehicle components from global suppliers, such as Siemens for the two drive motors, Knorr for the brakes, ZF for the axles and Parker for the dash and control systems. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. For further information go to www.greenpowermotor.com
For further information or to obtain a copy of Mr. Atkinson’s Early Warning Report contact:
Fraser Atkinson, Chairman
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
© 2016 GreenPower Motor Company Inc. All rights reserved.