GREENPOWER ANNOUNCES PRIVATE PLACEMENT

GreenPower arranges $1.5-million private placement

2016-09-13 10:01 ET - News Release

Mr. Fraser Atkinson reports
GREENPOWER ANNOUNCES PRIVATE PLACEMENT OF UNITS
GreenPower Motor Company Inc. intends to conduct a non-brokered private placement of units for total aggregate proceeds of up to $1.5-million.
The terms of the units include:

• The units will be issued at a price of 75 cents per unit.
• Each unit consists of one common share and one-half of one common share purchase 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 $1.2-million, 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 as well as to other investors pursuant to other available exemptions.

Shareholders of record of the company as at Sept. 12, 2016, 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 $1.5-million, 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.
 
Closing of the offering remains subject to final acceptance of the TSX Venture Exchange. The company may pay finders' 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.
We seek Safe Harbor.