GreenPower Establishes ATM Equity Program

Rhea-AI Summary

GreenPower Motor Company (NASDAQ: GP) has established an At-The-Market (ATM) equity program through a sales agreement with Roth Capital Partners. Under this program, GreenPower may issue up to US$850,000 of common shares at market prices through the Nasdaq Capital Market.

The company plans to use the net proceeds for the production of all-electric vehicles, including BEAST school buses and EV Star commercial vehicles, as well as product development. Any remaining funds will be allocated to general corporate purposes. Roth Capital Partners will receive a 3.0% commission on the aggregate gross proceeds from share sales.

The ATM program is established under an effective shelf registration statement filed with the SEC. No shares will be offered or sold in Canada, and GreenPower is not obligated to make any sales under this agreement.

Positive

• Flexible funding mechanism with no obligation to sell shares
• Proceeds will support production of electric vehicles and product development
• No warrants or restrictive financial covenants attached to the agreement

Negative

• Potential dilution for existing shareholders through new share issuance
• Relatively small offering size of only US$850,000
• 3.0% commission and additional expenses reduce net proceeds

Insights

Financial Analyst

GreenPower's establishment of an $850,000 ATM equity program represents a strategic but modest capital raise for the EV manufacturer. The program allows GreenPower to issue shares at prevailing market prices through Roth Capital Partners with a 3% commission structure.

The $850,000 maximum offering represents approximately 5.6% of GreenPower's current $15.2 million market capitalization, suggesting relatively dilution potential compared to typical secondary offerings. The ATM format provides flexibility to raise capital opportunistically without the discount typically associated with traditional block offerings.

The company's stated use of proceeds focuses on production of their BEAST school buses and EV Star commercial vehicles, along with product development and general corporate purposes. This type of incremental financing is often employed by smaller public companies to fund near-term operations and sustain growth initiatives between larger capital raises.

While any equity issuance comes with dilution concerns, the modest size and flexible structure suggest this is more of a working capital management tool rather than a signal of immediate financial distress. The absence of warrants or financial covenants is a positive aspect that avoids additional dilution mechanisms or restrictive operating conditions.

Capital Markets Specialist

This ATM program establishes a capital access mechanism that balances immediate funding needs with minimizing market impact. The facility allows GreenPower to tap public markets incrementally rather than through a single dilutive event, potentially reducing negative price pressure associated with announced secondary offerings.

The $850,000 ceiling represents a relatively small financing – approximately enough to produce a batch of vehicles based on typical EV manufacturing costs. This suggests the company is seeking operational flexibility rather than undertaking major expansion.

The 3% commission rate to Roth Capital is standard for ATM programs and represents a cost-effective alternative to traditional underwritten offerings that typically command 5-7% fees. The program's U.S.-only structure (excluding Canadian sales) aligns with maximizing liquidity where the company's shares are most actively traded.

From a market signaling perspective, ATMs indicate management's desire to maintain capital formation options without committing to immediate issuance. The program's size relative to GreenPower's $15.2 million market cap suggests measured implementation to minimize dilution while supporting working capital for vehicle production – a critical consideration for a manufacturer navigating the capital-intensive EV sector where maintaining production capacity is essential for competitive positioning.

VANCOUVER, BC, March 7, 2025 /PRNewswire/ -- GreenPower Motor Company Inc. (NASDAQ: GP) (TSXV: GPV) ("GreenPower" or the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles, is pleased to announce that it has entered into a sales agreement (the "Sales Agreement") with Roth Capital Partners, LLC ("Roth"), to establish an at the market equity program (the "ATM Program"). The Company, at its discretion, may issue up to US$850,000 of common shares (the "Common Shares") of the Company under the ATM Program, which will be issued from treasury to the public. Any Common Shares sold under the ATM Program will be sold at market price, or as otherwise agreed upon by the Company and Roth by means of ordinary brokers' transactions on the Nasdaq Capital Market ("Nasdaq") or any other existing trading market for the Common Shares in the United States. No Common Shares will be offered or sold in Canada under the ATM Program. The Company intends to use the net proceeds of any sales of Common Shares under the ATM Program for the production of all-electric vehicles, including BEAST school buses and EV Star commercial vehicles, as well as for product development, with the remainder, if any, for general corporate purposes.

The Company is not obligated to make any sales of Common Shares under the Sales Agreement. There are no warrants, derivatives, financial or business covenants associated with the Sales Agreement.

The Company will pay Roth a commission rate equal to 3.0% of the aggregate gross proceeds from the sale of Common Shares pursuant to the Sales Agreement. The Company will also reimburse Roth for certain of its expenses.

The ATM Program is made pursuant to an effective shelf registration statement that has been filed with the U.S. Securities and Exchange Commission (the "SEC"). The prospectus supplement relating to the ATM Program was filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the ATM Program may be obtained from Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660; (800) 678-9147.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Contacts

Fraser Atkinson, CEO
(604) 220-8048

Michael Sieffert, CFO
(604) 563-4144

About GreenPower Motor Company Inc.
GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. 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. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California.  

Forward-Looking Statements
This press release contains forward-looking statements with the meaning of applicable securities laws. 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 "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such forward-looking statements include, among other things, GreenPower's anticipated use of the net proceeds of the ATM Program and the number of Common Shares to be sold in connection to the ATM Program, if any. The material assumptions supporting these forward-looking statements include, among others, the receipt of all required regulatory approvals with respect to the ATM Program. Actual results could differ materially due to a number of factors, including, without limitation, the dilutive effects of the offering, market conditions, and changes to the intended use of proceeds from the ATM Program. Although GreenPower believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in GreenPower's securities should not place undue reliance on forward-looking information and statements because GreenPower can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this press release are as of the date of this press release and GreenPower assumes no obligation to update or revise this forward-looking information and statements except as required by law, including the securities laws of the United States and Canada. Consequently, readers should not place any undue reliance on such forward-looking statements

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. All amounts in U.S. dollars.  ©2025 GreenPower Motor Company Inc. All rights reserved.

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SOURCE GreenPower Motor Company

FAQ

How much can GreenPower (GP) raise through its new ATM equity program?

GreenPower can raise up to US$850,000 by issuing common shares at market prices through the Nasdaq Capital Market.

What will GreenPower (GP) use the ATM program proceeds for?

The proceeds will fund production of all-electric vehicles (BEAST school buses and EV Star commercial vehicles), product development, and general corporate purposes.

What commission will Roth Capital Partners receive for GreenPower's (GP) ATM program?

Roth Capital Partners will receive a 3.0% commission on the aggregate gross proceeds from share sales.

Where will GreenPower (GP) sell shares under the ATM program?

Shares will be sold only through the Nasdaq Capital Market in the United States, with no sales in Canada.