VANCOUVER, BC--(Marketwired - September 13, 2016) - GreenPower Motor Company Inc. (TSX VENTURE: GPV) (OTCQB: GPVRF) ("GreenPower" or the "Company"), announces that it intends to conduct a non-brokered private placement (the "Offering") of units (the "Units") for total aggregate proceeds of up to $1,500,000.
The terms of the Units include:
- the Units will be issued at a price of $0.75 per Unit; and
- each Unit consists of one common share (each, a "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 $1.10 per Share in the first year after issuance and at $1.50 per Share in the second year after issuance, subject to adjustment.
The net proceeds from the Offering will be primarily used for production of electric buses up to $1,200,000, testing, compliance and certification up to $100,000, sales and marketing up to $100,000, and general working capital (including expenses for the Offering) up to $100,000.
The Offering will be offered to existing shareholders of the Company in accordance with the provisions of the Canadian existing shareholder exemption (the "Existing Shareholder Exemption"), as well as to other investors pursuant to other available exemptions.
Shareholders of record of the Company as at September 12, 2016 (the "Record Date") are eligible to participate under the Existing Shareholder Exemption (provided that they continue to hold such common shares as of the closing date). Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely that the subscriber must: (a) be a shareholder of the Company on the Record Date, (b) be purchasing the Units as a principal and for their own account and not for any other party, and (c) not subscribe to more than $15,000 of securities from the Company in any 12 month period. In the event that a subscriber wants to subscribe for more than the $15,000 of securities, then the subscriber may do so provided they have first received 'suitability advice' from a registered investment dealer.
The Offering is subject to a minimum aggregate subscription of $10,000. If subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $1,500,000, Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.
Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.
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 and the Units Warrants 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 may 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.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.
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.
© 2016 GreenPower Motor Company Inc. All rights reserved.