GreenPower Motor Company announces $2M convertible debenture offering

News Release

GreenPower Announces Private Placement of Convertible Debentures to Finalize First Phase of Porterville Order

Directors to also Provide US $500,000 Standby Commitment for Leasing Facilities

Vancouver, Canada – September 14, 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 CDN $2,000,000. The funds will be primarily used for the production of EV350 all-electric transit buses connected to its previously announced order from the City of Porterville. The first two of the ten buses related to the order are expected to be completed and deployed before the end of the calendar year.

The Company also plans to enter into a support agreement with two of its directors, David Richardson and Fraser Atkinson. The agreement is for a standby commitment (the “Standby Commitment”) of US $500,000 tied to leasing facilities provided by third-party leasing companies for GreenPower customers. In consideration for providing the funds for the Standby Commitment, GreenPower will issue an aggregate of 1,500,000 non-transferrable common share purchase warrants (the “SG Warrants”) to David Richardson and Fraser Atkinson. Each SG Warrant will be exercisable into one common share of the Company (each, a “Share”) for a period of four years at an exercise price of CDN $0.50 per Share, subject to adjustment.

“These debenture funds are expected to enable us to finalize a crucial step in our project to electrify Porterville’s transit system,” said GreenPower Executive Chairman Fraser Atkinson. “In addition to the first two buses this will also allow us to commence production in tranches on the rest of the order. Separately, the funds from our support agreement will enable GreenPower to offer customers attractive leasing options, which will provide another entry point for sales to potential customers.”

The terms of the Debentures are as follows:
• 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 Shares at a price of CDN $0.40 per Share at any time until the Maturity Date; and
• for every CDN $1,000 of principal of the Debentures, the Company will issue 2,500 non-transferrable common share purchase warrants (each, a “Warrant”), with each Warrant exercisable into one Share for a period of four years at an exercise price of CDN $0.50 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 intend to participate in the Offering in the amount of CDN $875,000. David Richardson and Fraser Atkinson are also providing the Standby Commitment. Both the Offering and the Standby Commitment are considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Offering and the Standby Commitment are each exempt from the need to obtain minority shareholder approval 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 each of the Debentures and the Standby Commitment 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 closing of the Offering.

Closing of the Offering and the Standby Commitment remains subject to final acceptance of the TSX Venture Exchange. The Company may pay finder’s fees in connection with the issuance of the Debentures 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