GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) (“GreenPower” and the “Company”), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announces the fourth tranche of its previously announced secured term loan offering for an aggregate principal amount of U.S. $200,000 (collectively, the “Loans“). Please refer to the Company’s news release dated May 13, 2025 for more details regarding the term loan offering.
The Company anticipates closing the fourth tranche of U.S. $200,000 from companies associated with the CEO and a Director of the Company (together, the “Lenders“). Management anticipates that the Company will allocate the net proceeds from the Loans towards production costs, supplier payments, payroll and working capital.
As an inducement for the Loans, the Company will issue non-transferable share purchase warrants (each, a “Loan Bonus Warrant“) to one of the Lenders, with the number of Loan Bonus Warrants to be determined by the principal amount of the applicable Loan divided by the Market Price (as such term is defined in the Policies of the TSX Venture Exchange) (the “Market Price“). Each Loan Bonus Warrant will entitle the holder to purchase one common share of the Company (each, a “Share“) at an exercise price equal to the Market Price of the Shares on the closing date for a period of twenty-four (24) months. In addition, one of the Lenders will be issued Shares (each a “Loan Bonus Share“), with the number of Loan Bonus Shares to be determined by taking 20% of principal amount of the applicable Loans divided by the Market Price.
The Lenders are each considered to be a “related party” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“) and each of the Loans and issuance of Loan Bonus Warrants and Loan Bonus Shares, as applicable, is considered to be a “related party transaction” within the meaning of MI 61-101 but each is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(a) as the fair market value, in each case, of the Loans, the Loan Bonus Warrants and the Loan Bonus Shares, as applicable, is not more than 25% of the Company’s market capitalization.
All securities issued in connection with the Loans will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan in accordance with applicable securities legislation.
