An anonymous director reports
GREENPOWER ANNOUNCES CLOSING OF U.S. INITIAL PUBLIC OFFERING
GreenPower Motor Company Inc. has closed its previously announced U.S. initial public offering of 1.86 million postconsolidation common shares of the company at a price to the public of $20 (U.S.) per share. In addition, the company has granted the underwriters a 30-day option to purchase up to an additional 279,000 shares at $20 (U.S.) per share, less the underwriting discounts and commissions. The gross proceeds from the offering, before deducting underwriting discounts and commissions of $1.40 (U.S.) per share and estimated offering expenses payable by the company, were $37.2-million (U.S.). The shares began trading on the Nasdaq Capital Market on Aug. 28, 2020, under the symbol GP.
The company intends to use the net proceeds from the offering for: the production of all-electric vehicles, including EV Star, EV Star Plus, EV Star Cab and Chassis, Beast school buses and EV250 buses; product development; and geographic expansion. The remainder, if any, will be used for working capital.
In connection with the offering, the company completed a consolidation of its common shares on the basis of seven preconsolidation common shares for one postconsolidation common share, which became effective at the opening of the market on Aug. 28, 2020. The common shares of the company, which were previously traded on the OTCQB, operated by OTC Market Group Inc., are no longer quoted for trading on the OTCQB. The common shares of the company continue to be listed for trading on the TSX Venture Exchange.
B. Riley FBR served as the lead bookrunning manager in the offering. Roth Capital Partners also served as a bookrunning manager in the offering. ThinkEquity, a division of Fordham Financial Management Inc., Maxim Group LLC and PI Financial (US) Corp. served as co-managers in the offering.
The underwriters did not, directly or indirectly, solicit offers to purchase or sell the company's shares in Canada.
A registration statement on Form F-1 relating to the offering has been filed with the U.S. Securities and Exchange Commission and became effective on Aug. 27, 2020. The offering was made only by means of a prospectus. Copies of the final prospectus may be obtained from B. Riley, attention: prospectus department, 1300 17th St. North, Ste. 1300, Arlington, Va., 22209, or by e-mail at email@example.com, or by telephone at 703-312-9580, or by accessing the SEC's website.
Concurrently with the closing of the offering, the company has closed a separate non-brokered private placement, pursuant to Regulation S under the Securities Act of 1933, in which the company sold 25,000 postconsolidation common shares for total gross proceeds of $500,000 (U.S.) to Koko Financial Services Ltd., a company owned by GreenPower's executive chairman and chief executive officer, Fraser Atkinson, at a price of $20 (U.S.) per private placement share, being the price to the public per share of the offering, and without payment by the company of any underwriting discount, bonus, finder's fee or commission.
The private placement subscriber is a related party of the company within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, and Policy 5.9 of the TSX-V. Therefore, the issuance of the private placement shares to the private placement subscriber is a related party transaction within the meaning of MI 61-101. As the material change report relating to the closing of the private placement is being filed on SEDAR less than 21 days before the closing of the private placement, there is a requirement under MI 61-101 to explain why the shorter period is reasonable or necessary in the circumstances. In the view of the company, such shorter period is reasonable and necessary in the circumstances because the company wished to complete the offering and the private placement in a timely manner. Other than the private placement subscriber, the company is aware of no other participation by insiders (as defined in the policies of the TSX-V) in the offering and the private placement.
The TSX-V has conditionally accepted the private placement, which is subject to the final acceptance of the TSX-V. All of the private placement shares are subject to a restricted period of four months and one day from the date of issuance under applicable securities laws. In addition, pursuant to a lock-up agreement entered into in connection with the offering, the private placement subscriber is subject to a contractual hold period of 180 days from the date of the final prospectus in the offering in respect of all securities of the company owned by the private placement subscriber.
About GreenPower Motor Company Inc.
GreenPower Motor Company designs, builds and distributes a full suite of high-floor and low-floor vehicles, including: transit buses; school buses; shuttles; and double-deckers. GreenPower employs a clean-sheet design to manufacture all-electric buses that are purpose built to be battery powered with zero emissions.
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