Vancouver, Canada May 1, 2017 – GreenPower Motor Company Inc. (TSXV: GPV) (OTCQX: GPVRF) (“GreenPower” or the “Company”), announces that it intends to conduct a non- brokered private placement (the “Offering”) of convertible debentures (the “Debentures”) for total aggregate proceeds of up to $2,000,000.
The terms of the Debentures include:
- the Debentures will mature four years after issuance (the “Maturity Date”), and the principal amount of the Debentures, together with accrued and any unpaid interest, will be payable on the Maturity Date;
- the Debentures will bear interest (“Interest”) at a rate that is the greater of 8% or bank prime rate of lending plus 2.5% per annum, which Interest will be payable monthly;
- the Company may, at any time after the second anniversary of the issuance date and prior to the Maturity Date, repay the principal amount and any accrued and unpaid Interest of the Debentures;
- the principal amount of the Debentures will be convertible into common shares of the Company (“Shares”) at a price of $0.65 per Share at any time, until the Maturity Date; and
- for every $1,000 of principal of the Debentures, the Company will issue 1,538 non- transferrable common share purchase warrants (each, a “Debenture Warrant”), with each Debenture Warrant exercisable into one Share of the Company for a period of three years at an exercise price of $0.75 per Share, subject to adjustment.
Countryman Investments Ltd. controlled by David Richardson, Koko Financial Services Ltd. controlled by Fraser Atkinson and Malcolm Clay are insiders of the Company and will participate in the Private Placement in the amount of $1,650,000, thereby making the Private Placement a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61- 101”). The Private Placement is exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61-101 as the Company is listed on the TSX Venture Exchange and the fair market value of the Debentures to insiders or the consideration paid by insiders of the Company does not exceed 25% of the Company’s market capitalization. No new insiders are anticipated to be created, nor will there be any change of control as a result of the Private Placement.
The net proceeds from the Offering will be primarily used for production of electric buses up to $1,400,000, testing, compliance and certification up to $200,000, sales and marketing up to $200,000, and general working capital (including expenses for the Offering) up to $200,000.
Closing of the Offering remains subject to final acceptance of the TSX Venture Exchange. The Company may pay finder’s fees in connection with the issuance of the Units under the Offering. The Shares issuable upon conversion of the Debentures or exercise of the Debenture Warrants will be subject to a statutory hold period expiring on the date that is four months and one day after closing.
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 integrates global suppliers for key components 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.greenpowerbus.com
Disclaimer for Forward-Looking Information
Certain statements in this press release related to the Offering and the securities issuable thereunder are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the proceeds to be raised pursuant to the Offering, resale restrictions relating to the securities to be issued, the use of proceeds of Offering and receipt of the approval of the TSX Venture Exchange. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Company’s ability to complete the Offering, including the risk that the Offering may not be completed as expected or at all, that the proceeds of the Offering may be used other than as set out in this news release, that the TSX Venture Exchange may not approve the Offering and such other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information contact:
Fraser Atkinson, Chairman
(604) 220-8048
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.
