Exchange Bulletin
The Lion Electric Company (LEV, LEV.WT) To Trade On Toronto Stock Exchange
May 5, 2021
Issuer: The Lion Electric Company (the "Company")
| Securities | Symbols | Trading Currency | Number of Issued and Outstanding Securities | Number of Securities Reserved for Issuance |
|---|---|---|---|---|
| Common shares (the "Common Shares") | LEV | CDN$ | 188,497,602 | 81,311,504 |
| Common Share purchase warrants (the "Warrants") | LEV.WT | CDN$ | 27,111,741 | 0 |
| Listing category: | Industrial, Non-Exempt Issuer |
| Transaction: | On November 30, 2020, the Company, Lion Electric Merger Sub Inc. ("Merger Sub"), and Northern Genesis Acquisition Corp. ("NGA") entered into a business combination agreement and plan of reorganization pursuant to which Merger Sub will merge with and into NGA through a statutory merger under the laws of the State of Delaware, with NGA surviving the merger as a wholly-owned subsidiary of the Company (the "Business Combination"). Also on November 30, 2020, the Company entered into subscription agreements for the offering on a private placement basis of an aggregate of 20,040,200 Common Shares at a purchase price of US$10.00 per Common Share for an aggregate purchase price of US$200,402,000 (the "PIPE Financing"). The closing of the PIPE Financing is contingent upon, among other customary closing conditions, the concurrent consummation of the Business Combination. |
| Listing date: | May 6, 2021 (as at 5:01 p.m.) in anticipation of the consummation of the Business Combination, closing of the PIPE Financing and obtaining the receipt of the Autorité des marchés financiers ("AMF") for the non-offering prospectus of the Company (the "Canadian Prospectus") |
| Anticipated closing date: | May 6, 2021 |
| Posted for trading date: | May 7, 2021 (at the opening), subject to the Business Combination becoming effective, closing of the PIPE Financing and obtaining the receipt of the AMF for the Canadian Prospectus |
| Other market(s): | The Common Shares and Warrants will also be listed on the New York Stock Exchange and posted for trading under the symbols "LEV" and "LEV WS", respectively. |
| Temporary market maker: | Integral Wealth Securities Limited |
| Security ownership registration: | Certificated Issue & Direct Registration System |
| Investor relations: | Isabelle Adjahi Vice President, Investor Relations and Sustainable Development (514) 817-9842 Email: isabelle.adjahi@thelionelectric.com |
| Incorporation: | Business Corporations Act (Québec) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is a manufacturer of zero-emission vehicles. The Company creates, designs and manufactures all-electric class 5 to class 8 commercial urban trucks and all-electric buses and minibuses for the school, paratransit and mass transit segments. The Company designs, builds and assembles all its vehicles' components, including chassis, battery packs, truck cabins and bus bodies. |
| Transfer agent and registrar: | AST Trust Company (Canada) in Canada at its principal office in Montréal, and American Stock Transfer & Trust Company, LLC in the United States |
| Dividends: | The Company does not anticipate declaring any cash dividends to holders of Common Shares in the foreseeable future. |
Principal terms of the Warrants:
| Exercise: | Each whole Warrant will entitle its holder to purchase one Common Share at an exercise price of US$11.50 per Common Share and will become exercisable 30 days following the consummation of the Business Combination. |
| Expiry: | 5:00 p.m. (New York City time) on May 6, 2026, namely the day that is five years after the consummation of the Business Combination. At the option of the Company, the Warrants may be redeemed at a price of US$0.01 per Warrant, provided that the last sales price of the Common Shares equals or exceeds US$18.00 per Common Share on each of the twenty trading days within any thirty trading day period commencing after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given by the Company. |
| Warrant Agent: | American Stock Transfer & Trust Company, LLC at its principal office in Brooklyn, New York |
| Sponsorship: | Waived |
| Disclosure documents: | Registration statement on Form F‐4 which was declared effective March 24, 2021 and is available at www.EDGAR.com. The Canadian Prospectus is expected to be dated May 6, 2021 and be available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure documents. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |