VANCOUVER, BC--(Marketwired - May 01, 2017) - GreenPower Motor Company Inc. (TSX VENTURE: GPV) (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 $2,000,000.
The terms of the Debentures include:
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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;
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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;
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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;
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the principal amount of the Debentures will be convertible into common shares of the Company ("Shares") at a price of $0.65 per Share at any time, until the Maturity Date; and
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for every $1,000 of principal of the Debentures, the Company will issue 1,538 non-transferrable common share purchase warrants (each, a "Debenture Warrant"), with each Debenture Warrant exercisable into one Share of the Company for a period of three years at an exercise price of $0.75 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 will participate in the Private Placement in the amount of $1,650,000, thereby making the Private Placement a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Private Placement is exempt from the need to obtain minority shareholder 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 the Debentures 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 Private Placement.
The net proceeds from the Offering will be primarily used for production of electric buses up to $1,400,000, testing, compliance and certification up to $200,000, sales and marketing up to $200,000, and general working capital (including expenses for the Offering) up to $200,000.
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 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.