GreenPower Announces Private Placement of Convertible Debentures and Share Units
Vancouver, Canada November 5, 2015 – GreenPower Motor Company Inc. (TSXV: GPV) (OTCQB: GPVRF) (“GreenPower” or the “Company”), announces that it intends to conduct a non-brokered private placement (the “Offering”) of convertible debentures (the “Debentures”) and units (the “Share Units”) for total aggregate proceeds of up to $2,500,000.
The terms of the Debentures include:
- the Debentures will mature three 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 of 8% per annum, which Interest will be payable annually;
- the principal amount of the Debentures will be convertible into common shares of the Company (“Shares”) at a price of $0.40 per Share at any time, until the Maturity Date;
- for every $1,000 of principal of the Debentures, the Company will issue 1,450 non-transferrable common share purchase warrants (each, a “Debenture Warrant”), with each Debenture Warrant exercisable into one Share at an exercise price of $0.50 per Share in the first year after issuance, $0.75 per Share in the second year after issuance and at $1.00 per Share in the third year after issuance, 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 terms of the Share Units include:
- the Share Units will be issued at a price of $0.35 per Unit; and
- each Share Unit consists of one Share and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Unit Warrant”), with each Unit Warrant exercisable into one Share at an exercise price of $0.50 per Share in the first year after issuance, $0.75 per Share in the second year after issuance and at $1.00 per Share in the third year after issuance, subject to adjustment.
The net proceeds from the Offering will be primarily used for production of electric buses as well as testing, sales and marketing, and general working capital.
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 Debentures and/or the Share Units under the Offering. The Debentures, the Debenture Warrants, the Shares, the Units Warrants and the Shares issuable on conversion thereof will be subject to a statutory hold period expiring on the date that is four months and one day after closing. The Offering may be considered a related party transaction pursuant to applicable securities laws due to the fact that certain insiders of the Company will be participating in the Offering
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.greenpowermotor.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.
© 2015 GreenPower Motor Company Inc. All rights reserved.
