Closing Of Private Placement Of Convertible Debentures
GreenPower Announces Closing of Private Placement of Convertible Debentures
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada May 19, 2017 – GreenPower Motor Company Inc. (TSXV: GPV) (OTCQX: GPVRF) (“GreenPower” or the “Company”) announces the closing of the non-brokered private placement of convertible debentures (the “Debentures”) for gross proceeds of $1,900,000 (the “Financing”). Three of the directors of the Company participated in this private placement for $1,650,000.
The terms of the Debentures include:
- the Debentures 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 bear interest (“Interest”) at the greater of 8% per annum or BMO bank prime rate of lending plus 2.5% per annum, which Interest will be payable monthly;
- the principal amount of the Debentures is convertible into common shares of the Company (“Shares”) at a price of $0.65 per Share at any time, until the Maturity Date;
- the Company has issued 2,922,200 non-transferrable common share purchase warrants (each, a “Warrant”), with each Warrant exercisable into one Share for a period of three years at an exercise price of $0.75 per Share, subject to adjustment; and
- 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 Shares issuable upon conversion of the Debentures or exercise of the Warrants are subject to a statutory hold period expiring on September 18, 2017. Finder’s fees of $2,500 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.
Pursuant to Part 3.1 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, on May 18, 2017, Koko Financial Services Ltd. (“Koko”), a company controlled by Fraser Atkinson (“Atkinson”), the Company’s Chairman and a director of the Company, acquired an aggregate of $500,000 in Debentures in the Financing. Prior to the Financing, Atkinson owned 4,730,750 Shares directly, 200,000 Shares indirectly through Atkinson Family Trust (the “Trust”), $230,000 in debentures and 4,127,250 Shares indirectly through Koko, 1,965,044 stock options and 40,000 warrants directly (representing 12.29% of the issued and outstanding Shares on a partially diluted basis assuming exercise of all warrants and options). Upon completion of the Financing, Mr. Atkinson owned 4,730,750 Shares directly, 200,000 Shares indirectly through the Trust, 4,127,250 Shares, $230,000 in debentures, $500,000 in Debentures and 769,000 Warrants indirectly through Koko, 1,965,044 stock options and 40,000 warrants directly (representing 14.29% of the issued and outstanding Shares on a partially diluted basis assuming exercise of all warrants and options and conversion of the Debentures). Countryman Investments Ltd. (“Countryman”), a company controlled by David Richardson (“Richardson”), a director of the Company, acquired an aggregate of $1,000,000 in Debentures in the Financing. Prior to the Financing, Richardson owned 7,827,716 Shares directly and 705,000 stock options (representing 8.5% of the issued and outstanding Shares on a partially diluted basis assuming exercise of all options). Upon completion of the Financing, Richardson owned 7,827,716 Shares directly, $1,000,000 in Debentures and 1,538,000 Warrants indirectly through Countryman and 705,000 stock options directly (representing 12.11% of the issued and outstanding Shares on a partially diluted basis assuming exercise of all warrants and options and conversion of the Debentures).
Each of Atkinson and Richardson acquired the Debentures and Warrants for investment purposes. Depending on economy or market conditions or matters relating to the Company, each of Atkinson and Richardson may choose to either acquire or dispose of securities of the Company.
Countryman, Koko and Malcolm Clay are insiders of the Company and purchased an aggregate of $1,650,000 in Debentures, 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 did not exceed 25% of the Company’s market capitalization.
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.greenpowerbus.com.
For further information 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.