Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 6-K

_________________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of: August 2023

Commission File Number: 001-40412

___________________________

VICINITY MOTOR CORP.

(Translation of registrant’s name into English)

___________________________

3168, 262nd Street

Aldergrove, British Columbia, Canada V4W 2Z6

Telephone: (604) 607-4000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

☒

Form 40-F

☐

The information contained in Exhibits 99.1, 99.2, 99.3 and 99.4 of this Form 6-K shall be deemed to be incorporated by reference into the registrant’s Registration Statement on Form F-3 (File No. 333-272964)(including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit No.		Description

99.1		Unaudited Interim Condensed Consolidated Financial Statements of the Registrant for the three and six months ended June 30, 2023.

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three and six months ended June 30, 2023.

99.3		Form 52-109F2 Certification of Interim Filings by CEO (pursuant to Canadian regulations).

99.4		Form 52-109F2 Certification of Interim Filings by CFO (pursuant to Canadian regulations).

99.5		Press Release dated August 14, 2023 - Vicinity Motor Corp. Reports Second Quarter 2023 Financial Results.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Scheme Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Scheme Definition Linkbase

101.LAB		XBRL Taxonomy Extension Scheme Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Scheme Presentation Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Vicinity Motor Corp. (Registrant)

Date: August 14, 2023	By:	/s/ Danial Buckle
		Name:	Danial Buckle
		Title:	Chief Financial Officer

EXHIBIT 99.1

VICINITY MOTOR CORP.

Unaudited Interim Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2023 and 2022

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)


	Note		June 30, 2023			December 31, 2022
			$			$

Current Assets
Cash and cash equivalents				7,264			1,622
Trade and other receivables				3,954			2,655
Inventory		3		10,953			10,068
Prepaids and deposits				8,687			3,801

Current assets				30,858			18,146
Long-term Assets
Intangible assets				14,675			14,273
Property, plant, and equipment		4		22,794			22,613

Assets				68,327			55,032

Current Liabilities
Accounts payable and accrued liabilities				5,040			4,942
Credit facility		5		6,841			628
Current portion of deferred revenue		6		3,865			2,382
Current portion of provision for warranty cost		7		506			1,585
Current debt facilities		8		7,387			6,587
Current portion of other long-term liabilities				444			449

Current liabilities				24,083			16,573

Long-term Liabilities
Convertible debt		9		2,816			—
Other long-term liabilities		10		7,194			1,503
Provision for warranty cost		7		84			124

Liabilities				34,177			18,200

Shareholders’ Equity
Share capital		11		76,806			75,983
Contributed surplus		11		7,477			7,088
Accumulated other comprehensive (loss) income				645			1,403
Deficit				(50,778	)		(47,642	)

Shareholders’ Equity				34,150			36,832

Liabilities and shareholders’ equity				68,327			55,032

NATURE OF OPERATIONS (Note 1)

COMMITMENTS AND CONTINGENCIES (Note 15)

Approved on behalf of the Board:

/s/“William R. Trainer”		/s/“Christopher Strong”
Director		Director

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Loss

(Unaudited, In thousands of US dollars, except for per share amounts)


	Note		For the three months ended June 30, 2023			For the three months ended June 30, 2022			For the six months ended June 30, 2023			For the six months ended June 30, 2022
			$			$			$			$

Revenue
Vehicle sales		14		3,500			10,117			4,967			11,819
Other		14		1,316			1,625			2,499			3,106
Revenue				4,816			11,742			7,466			14,925

Cost of sales		4		(3,223	)		(10,718	)		(5,399	)		(13,691	)

Gross profit				1,593			1,024			2,067			1,234

Expenses
Sales and administration				2,043			2,371			3,955			4,751
Stock-based compensation		11		191			166			389			463
Amortization				205			699			418			1,319
Interest and finance costs		8,9,10		957			599			1,640			1,186
Change in fair value of embedded derivatives		9		(63	)		—			(154	)		—
Gain on modification of debt		8		—			(803	)		—			(803	)
Foreign exchange (gain) loss				(1,048	)		1,572			(1,054	)		784

Expenses				2,285			4,604			5,194			7,700

Loss before taxes				(692	)		(3,580	)		(3,127	)		(6,466	)

Current income tax expense				9			209			9			209
Net loss				(701	)		(3,789	)		(3,136	)		(6,675	)

Loss per share
Basic				(0.02	)		(0.10	)		(0.07	)		(0.18	)
Diluted				(0.02	)		(0.10	)		(0.07	)		(0.18	)

Weighted average number of common shares outstanding
Basic and diluted				45,541,736			37,569,536			45,541,736			37,569,536

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, In thousands of US dollars)


	For the three months ended June 30, 2023			For the three months ended June 30, 2022			For the six months ended June 30, 2023			For the six months ended June 30, 2022
	$			$			$			$
Net loss		(701	)		(3,789	)		(3,136	)		(6,675	)

Other comprehensive loss items that may be reclassified subsequently to net (loss) income
Exchange differences on translation of foreign operations		(738	)		598			(758	)		330
Total other comprehensive (loss) income		(738	)		598			(758	)		330
Total comprehensive loss		(1,439	)		(3,191	)		(3,894	)		(6,345	)

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Changes in Equity

(Unaudited, In thousands of US dollars, except for per number of shares)


	Note			Number of Shares		Share Capital			Contributed Surplus			Accumulated Other Comprehensive Income			Deficit			Total Shareholders’ Equity
						$			$			$			$			$
Balance, January 1, 2022					34,946,379		58,055			6,035			(151	)		(29,694	)		34,245
Issuance of shares – private placement		11.2	(b)		4,747,000		12,988			—			—			—			12,988
Issuance of shares – options exercised		11.2	(c)		66,661		98			(23	)		—			—			75
Share issuance costs					—		(1,131	)		—			—			—			(1,131	)
Share issuance costs – agent warrants					—		(152	)		152									—
Warrants					—		—			444			—			—			444
Stock-based compensation		11.3-11.4			—		—			463			—			—			463
Other comprehensive loss					—		—			—			330			—			330
Net loss					—		—			—			—			(6,675	)		(6,675	)
Balance, June 30, 2022					39,760,040		69,858			7,071			179			(36,369	)		40,739

Balance, January 1, 2023					44,742,039		75,983			7,088			1,403			(47,642	)		36,832
Issuance of shares – private placement		11.2	(a)		925,667		867			—			—			—			867
Share issuance costs		11.2	(a)		—		(44	)		—			—			—			(44	)
Stock-based compensation		11.3-11.4			—		—			389			—			—			389
Other comprehensive loss					—		—			—			(758	)		—			(758	)
Net loss					—		—			—			—			(3,136	)		(3,136	)
Balance, June 30, 2023					45,667,706		76,806			7,477			645			(50,778	)		34,150

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, In thousands of US dollars)


			Six months ended			Six months ended
	Note		June 30, 2023			June 30, 2022
OPERATING ACTIVITIES				$			$

Net loss for the year				(3,136	)		(6,675	)
Items not involving cash:
Loss on disposal of property and equipment				—			18
Gain on modification of debt				—			(803	)
Amortization				562			1,482
Foreign exchange (gain) loss				(1,293	)		(78	)
Interest and finance costs		8,9		1,640			1,186
Change in fair value of embedded derivatives				(154	)		—
Stock-based compensation		11		389			463
				(1,992	)		(4,407	)
Changes in non-cash items:
Trade and other receivables				(1,223	)		660
Inventory		3		(858	)		1,036
Prepaids and deposits				(4,700	)		(298	)
Accounts payable and accrued liabilities				136			4,607
Deferred consideration				—			(76	)
Deferred revenue		6		1,419			(1,054	)
Warranty provision		7		(1,126	)		255
Taxes paid				(9	)		(209	)
Interest paid				(783	)		(339	)
Cash (used) provided in operating activities				(9,136	)		175

INVESTING ACTIVITIES
Purchase of intangible assets				(272	)		(328	)
Proceeds from government subsidy				—			817
Purchase of property and equipment				(303	)		(8,225	)
Proceeds on disposal of property and equipment				—			247
Cash used in investing activities				(575	)		(7,489	)

FINANCING ACTIVITIES
Proceeds from issuance of common shares		11		867			13,063
Share issuance costs		11		(44	)		(1,131	)
Proceeds of credit facility		5		6,038			659
Proceeds from convertible debt		9		2,939			—
Convertible debt financing fees		9		(159	)		—
Proceeds from long-term loans		10		5,869			—
Repayment of long-term loans				(262	)		(186	)
Cash provided in financing activities				15,248			12,405
Effect of foreign exchange rate on cash				105			(136	)
Increase in cash and cash equivalents				5,642			4,955
Cash and cash equivalents, beginning				1,622			4,402
Cash and cash equivalents, ending				7,264			9,357

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

NATURE OF OPERATIONS

Vicinity Motor Corp. (“Vicinity”, “VMC” or the “Company”) is a Canadian company that is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and relationships with manufacturing partners to supply its flagship electric, compressed natural gas (“CNG”) and clean-diesel Vicinity buses and the VMC 1200 class 3 electric truck. VMC (formerly Grande West Transportation Group) was incorporated on December 4, 2012 under the laws of British Columbia. The Company conducts its active operations in Canada through its wholly owned operating subsidiary, Vicinity Motor (Bus) Corp. which was incorporated on September 2, 2008 under the laws of British Columbia. The Company also conducts its active operations in the U.S. through a wholly owned subsidiary, Vicinity Motor (Bus) USA Corp., incorporated on April 8, 2014 under the laws of the State of Delaware. The Company’s head office is located at 3168 262^nd Street, Aldergrove, British Columbia.

BASIS OF PRESENTATION

The following companies are consolidated with Vicinity Motor Corp. as at June 30, 2023:

Schedule of subsidiary
Company Name	Registered	Holding	Functional Currency
Vicinity Motor Corp.	British Columbia	Parent Company	United States Dollar
Vicinity Motor (Bus) Corp.	British Columbia	100%	Canadian Dollar
Vicinity Motor (Bus) USA Corp.	United States	100%	United States Dollar

Intercompany balances and transactions, and any unrealized gains arising from intercompany transactions, were eliminated in preparing the consolidated financial statements.

a) Statement of compliance

These unaudited interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, have been omitted or condensed. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022.

The interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 14, 2023.

b) Basis of measurement

The interim condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value.

c) Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. For significant estimates and judgements refer to Note 7 and Note 9 of these interim consolidated financial statements as well as the audited consolidated financial statements for the year ended December 31, 2022. During the current period the Company entered into a convertible debt arrangement and accordingly the following are new estimates and judgements.

Fair value of embedded derivatives

The Company is required to determine the fair value of embedded derivatives related to conversion features and redemption options as at the reporting date. Since the embedded derivatives are not traded in an active market, their fair value is based on estimates and valuation techniques as disclosed in Note 9.

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

INVENTORY

Schedule of inventory
	June 30, 2023		December 31, 2022
	$		$
Finished goods		1,187		3,355
Work in progress - vehicles		7,797		4,785
Parts for resale		1,969		1,928
Total Inventory		10,953		10,068

As at June 30, 2023 and December 31, 2022, work in progress – vehicles consists of the cost of buses and trucks still being manufactured. Finished goods inventory consisted of the costs of assembled buses and trucks, as well as freight and other costs incurred directly by the Company in compiling inventory. All inventory is part of the general security agreement to secure the credit facility described in Note 5.

During the six months ended June 30, 2023, the Company recognized $4,771 as the cost of inventory included as an expense in cost of sales (June 30, 2022: $11,551).

PROPERTY AND EQUIPMENT

During the six months ended June 30, 2023, the Company completed construction and received its certificate of occupancy for its US manufacturing campus in Ferndale, Washington. The building will start being amortised once it is capable of operating in the manner intended by management.

CREDIT FACILITY

During the year ended December 31, 2017, the Company entered into a revolving credit facility agreement with a financial institution for a maximum amount of C$20 million based on the value of certain Company assets. The terms of the agreement were amended on October 23, 2020, renewing the asset-based lending (ABL) facility for a three-year term. The credit facility bears interest at a rate of 0.75% - 1% plus Canadian prime rate for loans denominated in Canadian dollars and 0.75% - 1% plus US prime rate for loans denominated in US dollars. The facility is secured by way of a general security agreement over all assets of the Company.

During the six months ended June 30, 2023, the terms of the agreement were amended to reduce the ABL facility to C$10M for use with its existing bus orders. The facility will expire in February of 2024 and may be renewed on a yearly basis at the discretion of the lender.

As at June 30, 2023, the Company had drawn $nil on this facility (December 31, 2022: $628). Per the terms of the ABL credit facility, the Company must maintain a consolidated 12-month rolling fixed charge coverage ratio if the Company borrows over 75% of the available facility. As at June 30, 2023, the Company has not borrowed over 75% of its availability.

During the six months ended June 30, 2023, the Company obtained $30M in credit commitments from Royal Bank of Canada and Export Development Canada to fund production of the Company’s VMC 1200 class 3 electric trucks. The credit facility can be used for 100% of eligible production costs on the trucks, excluding labor and overhead from the Company’s assembly plants. The facility will expire in February of 2024 and may be renewed on a yearly basis at the discretion of the lender and has an interest rate of prime plus 2% and will be secured by existing assets of the Company.

As at June 30, 2023, the Company had drawn $7,081 on this facility (December 31, 2022: $nil 0). The Company also recorded $240 in deferred financing fees against the carrying value of the debt for a net balance at June 30, 2023 of $6,841. Per the terms of the credit facility, the Company must maintain minimum earnings before interest, taxes, depreciation, and amortization (EBITDA) target and certain production targets. The facility is repaid as units are sold.

As at June 30, 2023, the Company is in compliance with all covenants.

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

DEFERRED REVENUE

Schedule of deferred revenue
		June 30, 2023		December 31, 2022
		$		$
Sales deposits – future delivery of buses			2,018		453
Future delivery of buses	(a)		1,847		1,929
Deferred revenue			3,865		2,382
Less: current portion			3,865		2,382
Long-term portion of deferred revenue			—		—

During the year ended December 31, 2022, the Company recognized deferred revenue in relation to a non-cash agreement with a customer in which the Company provided the customer with 8 leased buses to be leased until the delivery of 8 new buses which is expected within the next 12 months. As a result, the Company has recognized $82 as lease revenue (June 30, 2022: $85) and has a deferred revenue balance of $1,847 as at June 30, 2023.

PROVISION FOR WARRANTY COST

The Company provides a two year bumper to bumper warranty coverage for vehicles on specified components, with the exception of normal wear and tear.

During the six months ended June 30, 2023, the Company recorded warranty expense of $147 (June 30, 2022 - $451) as part of its cost of sales in connection with sales completed during the six months. During the six months ended June 30, 2023, $276 of warranty costs (June 30, 2022 - $498) have been incurred against the provision. Change in estimate of the warranty provision relates to re-assessment of the warranty provision compared to the actual warranty claims applied.

Schedule of provision for warranty cost
	$
Balance at December 31, 2021		1,669

Additions		499
Warranty claims applied		(841	)
Change in estimate of warranty provision		421
Change in foreign exchange		(39	)
Balance at December 31, 2022		1,709
Additions		147
Warranty claims applied		(276	)
Change in estimate of warranty provision		(996	)
Change in foreign exchange		6
Balance at June 30, 2023		590
Less: Current portion		506
Long-term portion of warranty provision		84

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

CURRENT DEBT FACILITIES

Schedule of current debt facilities
		June 30, 2023		December 31, 2022
		$		$
Unsecured debentures - 2021	(a)		7,387		6,587
			7,387		6,587

On October 5, 2021, the Company issued C$10.3 million in unsecured debentures with a maturity 12 months from the date of issue. On June 15, 2022, the maturity date of the debentures was extended to October 4, 2023, with the extension being treated as a modification of the original debt with the classification changing from current to long-term liabilities. As a result, a gain of $803 on modification of debt was recorded during the six months ended June 30, 2022. In connection with the extension, the Company cancelled 412,000 warrants from the previous agreement. On extension the Company issued 1,000,000 warrants to purchase common shares at an exercise price of C$2.25 per share. The value of these warrants was incorporated in the $803 gain on modification of debt. The warrants expire on the debt maturity date of October 4, 2023.

The unsecured debentures include 8% annual interest paid at maturity with $449 being recorded as borrowing costs on June 15, 2022, and an effective interest rate of 24%.

During the six months ended June 30, 2023, the Company incurred $936 in interest expense

(June 30, 2022 - $889) on this loan, $1,066 (December 31, 2022: $765) is included in accounts payable and accrued liabilities as at June 30, 2023.

CONVERTIBLE DEBT

On March 27, 2023, the Corporation completed a private placement of unsecured convertible debentures for gross proceeds of C$4 million. The convertible debentures are issued in denominations of C$1 thousand, bear interest at 15% per annum, and mature 18 months from the closing date. Interest payments on the convertible debentures are due on the twelve-month anniversary and/or the maturity date of September 27, 2024.

Each convertible debenture is convertible at the holder’s option into Units at any time prior to maturity at a conversion price of C$1.45 per Unit. Upon conversion, each Unit will consist of one Common Share and 0.2 of a Warrant. Each Warrant is exercisable into a Common Share at an exercise price of C$1.45 for a period of thirty-six months following the initial debenture closing date. The convertible debenture is redeemable at the Company’s option at any time after 12 months, with 30 days notice, at a redemption price of 105% of the principal, payable in cash, plus any accrued interest up to the maturity date.

The unsecured convertible debentures represent financial instruments that include host debentures accounted for at amortized cost and embedded derivatives related to the conversion feature and redemption option, which are separated from the convertible debentures and accounted for at fair value with changes in fair value recorded in the statement of loss.


	Host debentures			Embedded derivatives			Total
	$			$			$
As at January 1, 2023		—			—			—
Convertible debt principal		2,208			747			2,955
Transactions costs		(159	)		—			(159	)
As at March 24, 2023		2,049			747			2,796
Change in fair value		N/A			(154	)		(154	)
Interest accretion		109			—			109
Foreign exchange		48			17			65
As at June 30, 2023		2,206			610			2,816

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

CONVERTIBLE DEBT (Continued)

The fair value of the embedded derivatives were estimated using a binomial tree method with the following assumptions as at June 30, 2023:

Schedule of assumptions
	Assumptions

Risk-free interest rate		4.7 – 5.3%
Credit spread		28.3	%
Expected life of options		1.2 – 2.7 years
Annual dividend rate		0	%
Annualized volatility		49.5 – 56.1%

For the six months ended June 30, 2023, the change in fair value resulted in a gain of $154 recognized in the statement of loss. The Company incurred $224 in interest expense on the convertible debentures, $115 is included in accounts payable and accrued liabilities as at June 30, 2023.

10.

OTHER LONG-TERM LIABILITIES

Schedule of lease obligation
		June 30, 2023			December 31, 2022
		$			$
Term loan	(a)		5,872			—
Lease obligation	(b)		1,713			1,883
Vehicles			53			69
Less: Current portion			(444	)		(449	)
			7,194			1,503

Term loan

During the six months ended June 30, 2023, the Company secured a financing with a lender for proceeds up to $9,000 to fund working capital and capital expenditures as the Company begins production of the VMC 1200 class 3 electric truck at its facility in Ferndale, Washington. The loan is secured by the assets of the Company and bears interest at a rate of prime plus a per annum margin between 3.75% and 5% depending on the Company’s full year EBITDA as defined in the contract. For the first year of the loan only interest is payable; principal is repaid over the remaining six years. The Company incurred transaction costs of $131. Per the terms of the credit facility, the Company must maintain minimum EBITDA targets and certain production targets. As at June 30, 2023, the Company is in compliance with all covenants.

During the six months ended June 30, 2023, the Company incurred $239 of interest expense on this loan. As at June 30, 2023, the Company had borrowed $6,000 of this loan. The Company also recorded $128 in deferred financing fees against the carrying value of the loan for a net balance at June 30, 2023 of $5,872.

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

10.

OTHER LONG-TERM LIABILITIES (Continued)

Lease Obligation

Minimum lease payments in respect of lease liabilities for the right-of-use assets included in property, plant and equipment (Note 4) and the effect of discounting are as follows:

Schedule of long term lease liabilities
	June 30, 2023
	$
Undiscounted minimum lease payments:
Less than one year		485
One to two years		480
Two to three years		485
Three to six years		398
		1,848
Effect of discounting		(135	)
Present value of minimum lease payments – total lease liability		1,713
Less: Current portion		(425	)
Long-term lease liabilities		1,288

The Company has lease agreements for office and warehouse facilities expiring October 31, 2023, March 31, 2027 and May 31, 2027. and October 31, 2023. The Company also has a lease agreement for a vehicle expiring on November 30, 2025.

11.

SHARE CAPITAL

11.1 Authorized: Unlimited number of common shares without par value

11.2 Issued and Outstanding Common Shares:

The details for the common share issuances during the six months ended June 30, 2023 are as follows:

During the six months ended June 30, 2023, the Company issued 925,667 shares at prices ranging from $0.87 to $1.01, the Company incurred share issuance costs of $44 for net proceeds of $823 through its At-the-Market equity program.

The details for the common share issuances during the six months ended June 30, 2022 were as follows:

During the six months ended June 30, 2022, 4,444,445 units, each unit consisting of one common share and one warrant, were issued on settlement of a private placement at a price of $2.70 for gross proceeds of $12,000. The value allocated to the warrants based on the residual value method was $nil. The Company also incurred share issuance costs of $1,283 in relation to this private placement.

During the six months ended June 30, 2022, the Company also issued 302,555 shares at prices ranging from $2.96 to $3.65 for gross proceeds of $988 through its At-the-Market equity program.

During the six months ended June 30, 2022, 66,661 stock options were exercised by employees of the Company at an average exercise price of $1.13 for gross proceeds of $75.

11.3 Directors, Consultants, and Employee stock options

The Company has adopted a share option plan for which options to acquire up to a total of 10% of the issued share capital, at the award date, may be granted to eligible optionees from time to time. Generally, share options granted have a maximum term of five years, and a vesting period and exercise price determined by the directors.

During the six months ended June 30, 2022, the Company granted 40,000 stock options to executives and directors to purchase common shares of the Company with an exercise price of C$2.98 per common share and expiring in five years. These stock options vest over three years.

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

11.

SHARE CAPITAL (Continued)

During the six months ended June 30, 2023, the Company recognized $113 (June 30, 2022 - $24) on the grant and vesting of options to directors, consultants and employees.

The following tables summarize information about the Company’s stock options outstanding at June 30, 2023:

Schedule of stock options outstanding
							Remaining
	Options		Options		Exercise		Contractual
	Outstanding		Exercisable		Price		Life (Years)		Expiry Date
					C$

January 17, 2019		166,666		166,666		2.40		0.55	January 17, 2024
November 15, 2019		233,333		233,333		1.50		1.50	November 15, 2024
November 28, 2019		16,666		16,666		1.56		1.56	November 28, 2024
May 4, 2020		24,999		24,999		1.20		1.84	May 4, 2025
November 23, 2020		66,664		66,664		6.15		2.40	November 23, 2025
January 12, 2021		333,333		333,333		6.51		2.54	January 11, 2026
February 1, 2021		41,666		41,666		9.36		2.59	January 31, 2026
April 27, 2021		60,000		40,000		7.24		2.82	April 26, 2026
March 31, 2022		40,000		13,333		2.98		3.75	March 30, 2027
September 22, 2022		250,000		—		1.50		2.23	September 21, 2025
November 25, 2022		97,500		16,250		1.30		4.41	November 24, 2027

Total		1,330,827		952,910

During the six months ended June 30, 2023, 249,999 stock options expired.

11.4 Deferred Share Units

Pursuant to the Company’s Deferred Share Unit (“DSU”) Incentive Plan approved by the board of directors of the Company on July 8, 2018, deferred stock units to acquire common shares of the Company may be granted to specified board members of the Company in accordance with the terms and conditions of the plan.

Each DSU entitles the participant to receive one common share upon vesting. DSUs vest into common shares on the board members’ separation date from the board of directors. DSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such DSUs vest, nor do they entitle a holder to exercise voting rights or any other rights attached to ownership or control of the common shares, until the DSU vests and the DSU participant receives common shares.

A summary of the Company’s DSUs are as follows:

Schedule of deferred share units
	Number of DSUs

Outstanding, December 31, 2021		170,791
Issued		452,910
Outstanding, December 31, 2022		623,701
Issued		342,363
Outstanding, June 30, 2023		966,064

During the six months ended June 30, 2023, the Company issued 342,363 DSUs (June 30, 2022 – 163,387) to board members of the Company that vest upon the board members separation date from the Board of Directors.

During the six months ended June 30, 2023, the Company recorded $276 (June 30, 2022 - $282) as stock-based compensation for the fair value of the DSUs issued.

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

12.

RELATED PARTY BALANCES AND TRANSACTIONS

Key management consists of personnel having the authority and responsibility for planning, directing and controlling the activities of the Company, which are the directors and executive officers of the Company.

Compensation to key management:

Schedule of related party transactions
	Six months ended		Six months ended
	June 30, 2023		June 30, 2022
	$		$
Salaries and benefits		454		664
Stock-based compensation		361		442
Total		815		1,106

During the six months ended June 30, 2023 the Company paid $117 in lease payments to a company owned by a director. $127 was recognized as depreciation and interest expense on the right of use asset and lease liability.

During the six months ended June 30, 2022 the Company paid $97 in lease payments to a company owned by a director. $88 was recognized as depreciation and interest expense on the right of use asset and lease liability.

Balances with key management and other related parties are:

As at June 30, 2023, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $nil 0 (June 30, 2022 - $5).

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

13.

FINANCIAL INSTRUMENTS

Fair values

The Company’s financial instruments include cash and cash equivalents, trade and other receivables, accounts payable, the credit facility, short-term loans and convertible debt. The carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, the credit facility, and short-term loans approximate fair value due to their short term nature. The embedded derivatives related to the convertible debt are the only instruments measured at fair value through profit and loss in accordance with IFRS 9 – Financial Instruments. The fair value of the host debenture as at June 30, 2023 is $2,206 if it was a standalone instrument.

The following table summarizes the carrying values and fair values of the Company’s financial instruments:


	June 30, 2023		December 31, 2022
	$		$
Assets:
Measured at amortized cost (i)		13,424		4,277
Liabilities:
Amortized cost (ii)		26,906		14,109
Fair value through P&L (iii)		610		—

(i)	Cash and cash equivalents, and trade and other receivables
(ii)	Accounts payable and accrued liabilities, current loans, and lease obligations.
(iii)	Embedded derivatives related to convertible debt (only financial instrument carried at fair value)

The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy. The measurement is classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

13.

FINANCIAL INSTRUMENTS (Continued)

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices), and

Level 3 – Inputs that are not based on observable market data

The Company valued the derivatives associated with the convertible debt (iii) as a level 3 instrument. The Company used the binomial tree method to determine the fair value of the embedded derivatives attributed to the convertible debt (Note 9).

14.

SEGMENT INFORMATION

Allocation of revenue to geographic areas for the single segment is as follows:

Schedule of geographic distribution
	Six months ended June 30, 2023						Six months ended June 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		—		987		987		7,549		4,270		11,819
Truck Sales		3,980		—		3,980		—		—		—
Vehicle Sales		3,980		987		4,967		7,549		4,270		11,819

Spare part sales		1,992		423		2,415		2,738		283		3,021
Operating lease revenue		2		82		84		—		85		85
Other revenue		1,994		505		2,499		2,738		368		3,106

Total Revenue		5,974		1,492		7,466		10,287		4,638		14,925

During the six months ended June 30, 2023, the Company had sales of $3,984 and $987 to two end customers, representing 53% and 13% of total sales, respectively. During the six months ended June 30, 2022, the Company had sales of $5,599, $4,474, and $1,581 to three end customers representing 38%, 30% and 11% of total sales, respectively.

15.

COMMITMENTS AND CONTINGENCIES

The Company entered into a production agreement with one of its manufacturers whereby the parties have agreed to a specified production volume. The Company also has outstanding purchase order commitments related to equipment for its new manufacturing facility. Future payments as at June 30, 2023 are $33,487 with the majority expected to be paid within the next 12 months.

EXHIBIT 99.2

VICINITY MOTOR CORP.

Management Discussion and Analysis

For the three and six months ended June 30, 2023

Introduction

This Management Discussion and Analysis (“MD&A”) relates to the financial condition and results of the operations of Vicinity Motor Corp. (“Vicinity”, “VMC” or the “Company”) together with its subsidiaries and is supplemental to, and should be read in conjunction with, Vicinity’s unaudited interim consolidated financial statements for the three and six months ended June 30, 2023, (including notes) (the “financial statements”) which are prepared in condensed format in accordance with International Financial Reporting Standards (“IFRS”) as applicable to the preparation of interim statements, including International Accounting Standard 34, Interim financial reporting. The unaudited condensed interim financial statements should also be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which have been prepared in accordance with IFRS. Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Vicinity’s public disclosure statements are available on SEDAR at www.sedar.com. This MD&A has been prepared as of August 14, 2023. All amounts are in thousands of US dollars, except share and per share information or where otherwise noted.

Cautionary Statement on Forward-Looking Information

This document includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding anticipated vehicle deliveries, future sales, completion of its assembly facility in the State of Washington, vehicle market acceptance and strategic partnerships, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

These forward-looking statements may include statements regarding the perceived merit of the product offered by Vicinity; sales estimates; manufacturing capabilities; capital expenditures; timelines; strategic plans; market prices for parts and material; or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from Vicinity’s expectations include uncertainties relating to the economic conditions in the markets in which Vicinity operates, vehicle sales volume, anticipated future sales growth, the success of Vicinity’s operational strategies, the vehicle assembly facility in the State of Washington capable of operating in the manner intended by management, the effect of the COVID-19 pandemic on supply chain recovery to pre-pandemic levels, related government-imposed restrictions on operations, the success of Vicinity’s strategic partnerships; and other risk and uncertainties disclosed in Vicinity’s reports and documents filed with applicable securities regulatory authorities from time to time. Vicinity’s forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Vicinity assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

About Vicinity

Vicinity Motor Corp. is a Canadian company that is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and close relationships with manufacturing partners to supply its flagship electric, compressed natural gas (“CNG”) and clean-diesel Vicinity buses and the VMC 1200 electric truck.

The Company’s common shares are publicly traded on the TSX Venture Exchange (“TSXV”) under the symbol “VMC”, on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VEV” and on the Frankfurt Stock Exchange (the “FSE”) under the symbol “6LGA”.

Second Quarter and Subsequent Highlights

●

Order backlog as of June 30, 2023 exceeded $150 million, the vast majority of which are for electric vehicles.

●

Gross margin of 23%, after removing the impact of positive warranty adjustments, for the three months ended June 30, 2023, primarily driven by the delivery of thirty-four (34) VMC 1200 electric trucks, which carry a higher margin profile than transit buses (see “Non-GAAP and Other Financial Measures”). Gross margin was 33% including all warranty adjustments for the three months ended June 30, 2023.

●

Secured a strategic collaboration with Lafarge Canada, Canada’s largest provider of sustainable and innovative building materials, to electrify Lafarge’s truck fleet with the VMC 1200 electric truck to help reduce their carbon footprint.

●

Received a purchase order from Transdev, a global mobility leader, for forty-two (42) Vicinity™ Classic buses, illustrating Vicinity’s continued Canadian market leadership in the mid-size heavy duty bus segment.

●

Created additional financial flexibility during the three months ended June 30, 2023 with a new $9.0 million credit facility with Export Development Canada (“EDC”), complementing the previously announced $30 million credit facility with RBC and EDC, providing additional financial resources for working capital and expenditures related to the commencement of production at the Ferndale, Washington Facility.

●

Revenue for the three months ended June 30, 2023 of $4,816 compared to $11,742 for the three months ended June 30, 2022.

●

Net loss for the three months ended June 30, 2023 of $701 compared to net loss of $3,789 for the three months ended June 30, 2022.

●

Adjusted EBITDA loss for the three months ended June 30, 2023 of $377 compared to an adjusted EBITDA loss of $1,249 for the three months ended June 30, 2022 (see “Non-GAAP and Other Financial Measures”).

●

Deliveries of thirty-four (34) Vicinity trucks for the three months ended June 30, 2023 compared to deliveries of thirty-four (34) Vicinity buses, including two VMC Optimal electric vehicles, and one bus from the lease pool, for the three months ended June 30, 2022.

●

Revenue for the six months ended June 30, 2023 of $7,466 compared to $14,925 for the six months ended June 30, 2022.

●

Net loss for the six months ended June 30, 2023 of $3,127 compared to net loss of $6,675 for the six months ended June 30, 2022.

●

Adjusted EBITDA loss for the six months ended June 30, 2023 of $1,744 compared to an adjusted EBITDA loss of $3,337 for the six months ended June 30, 2022 (see “Non-GAAP and Other Financial Measures”).

The Company reports results for the three months ended June 30, 2023 including deliveries of thirty-four (34) Vicinity trucks, revenue of $4,816, net loss of $701 and gross profit of $1,593 which was 33% of revenue (see “Non-GAAP and Other Financial Measures”). The gross profit for the three months ended June 30, 2023 was positively affected by an adjustment for expired warranty of $407 during the quarter. Excluding the warranty adjustments, gross margin was 23%. The impact of delayed bus production and deliveries based on the availability of certain components continued into the three months ended June 30, 2023 with bus deliveries for customers having restarted in the first week of July, subsequent to quarter end.

Results for the three months ended June 30, 2022 included deliveries of thirty-four (34) Vicinity buses, including two VMC Optimal electric vehicles, and one bus from the lease pool, revenue of $11,742, net loss of $3,789 and gross profit of $1,024 which was 9% of revenue (see “Non-GAAP and Other Financial Measures”). The gross margin for the three months ended June 30, 2022 was negatively affected by product mix. Consistent with the rest of the automotive industry, shipping difficulties and global supply chain disruptions in the availability of certain bus components delayed a large portion of expected deliveries.

Business Overview

Corporate Update

“The second quarter was highlighted by the successful deliveries of thirty-four (34) VMC 1200 electric trucks to our customer base, culminating in the long-awaited initiation of production at our U.S. manufacturing campus in Ferndale in August,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “The VMC 1200 has proven to be an incredible success, leveraging our strong history of automotive experience to target an underserved market with a compelling product at an extremely attractive price point, which is further reduced through Canadian federal and provincial rebates. The VMC 1200 carries a healthy margin profile with the year-round purchasing habits of the differentiated customer base helping to smooth the traditional uneven revenue of our established transit bus business. Overall gross margins for the quarter were 23%, after excluding positive warranty adjustments, which is higher than historical averages for quarters with only bus sales (see “Non-GAAP and Other Financial Measures”).

“The VMC 1200 electric truck has multiple applications – for example, it was recently chosen by Lafarge Canada, Canada’s largest provider of sustainable and innovative building materials, to electrify their truck fleet and reduce the associated carbon footprint. In addition to delivering immediate cost savings and contributing to carbon emissions reductions, the VMC 1200 qualifies for a federal rebate nationwide of CAD$40 thousand from Transport Canada as well as provincial rebates. We are eager to ramp up production in our Ferndale facility to address the significant demand for this exciting new product.

“Turning to the transit bus business, our strong legacy of North American market leadership in the mid-sized heavy-duty segment continued to shine. In the last 90 days, global mobility leader Transdev ordered an additional forty-two (42) Vicinity™ Classic buses for its fleet. As supply chains have improved, we restarted delivery of transit buses to our customers in July of 2023. We believe our ability to offer both legacy and next-generation electric vehicles in a variety of classes and configurations positions us to address an incredibly wide variety of customer needs.

“To support demand, our new U.S. manufacturing campus in Ferndale, Washington began production earlier this month. Although finishing the facility took longer than expected, doing it right and not rushing will allow us to more successfully tackle the fulfillment of our growing order backlog which, as of June 30^th, exceeded $150 million. The facility is designed to meet our current and future production needs for both buses and class 3 VMC 1200 electric trucks. With a new $9.0 million credit facility for Ferndale with EDC, complementing a previous $30 million credit facility, we now have greater financial flexibility to invest in Vicinity’s next phase of growth.

“Looking ahead, with improving margins, a growing sales funnel and strong backlog, we are positioning Vicinity for a transition to positive EBITDA in the second half of 2023. Market fundamentals continue to support our business strategy, with government incentives, corporate sustainability goals and declining cost of ownership all pointing to surging EV adoption rates. I look forward to providing additional updates in the months to come as we continue our rapid pace of operational execution, all with the aim of delivering sustainable, long-term value to our shareholders,” concluded Trainer.

Recent Developments

In February 2023, VMC announced the closing of a new $30 million credit facility to be used for up to 100% of eligible production costs for the VMC 1200 truck. VMC also announced the renewal of an asset based lending facility for $10 million for use with bus orders.

In February 2023, VMC announced the signing of a dealer network development services agreement with Dealer Solutions Mergers and Acquisitions (“DSMA”) to enhance North American market penetration for its VMC 1200 electric trucks.

During the three months ended March 31, 2023, VMC issued 925,667 common shares at prices ranging from $0.87 to $1.01 per share for net proceeds of $824 through its “at-the-market” equity distribution program approved in 2021.

In May 2023, VMC announced the closing of a new $9 million credit facility with EDC to be used for operating costs and equipment purchases in the recently completed manufacturing facility in Ferndale, Washington.

In May 2023, VMC announced an order of forty-two (42) buses from Transdev for delivery in 2024 to be used in the greater Montreal, Quebec area.

Supply Chain Update

Consistent with other manufacturing and automotive companies, VMC continues to experience delays from some suppliers and shipping companies due to ongoing supply chain shortages related to bus production, which has affected deliveries originally scheduled for delivery in 2021 and into 2022 and 2023. Sales activity, for both the pipeline and order book, has strengthened significantly during 2021 and 2022 for future deliveries. The Company’s manufacturing partners are operating and currently producing to meet the Company’s needs. Although deliveries may be delayed, purchase orders are firm and will be delivered when product is made available and once the Company can work its way through delayed production backlog. We continue to work with our customers to communicate ongoing supply chain issues to manage expected delivery timelines.

Our supply chain is currently working to provide us with the necessary components, although delayed in certain circumstances, for production and aftermarket part sales. Even though supply chains have improved from prior years, the Company continues to experience longer lead times of key components resulting in production related inefficiencies.

The Company is working through supply chain concerns and remains well-positioned to serve its customers. We continue to monitor the industry and supply chain issues closely and we are responding swiftly and effectively to protect the interests of our stakeholders. We are confident that our skilled and loyal workforce, the diversification and strength of our business model, and our strong partner relationships position us well to navigate the current environment.

Outlook

Management expects to maintain its strong market segment leadership position in Canada and continue to make progress in the U.S. with private operators and public transit agencies. The external pressures to “right size” vehicles for their applications and ridership levels along with the availability of funding in Canada and the U.S. create an ideal environment for Vicinity to prosper. Even with the challenges remaining from ongoing supply chain disruptions for bus manufacturing, the outlook for Vicinity, including significant growth in the U.S., remains very positive. The supply chain for the VMC 1200 truck has been more insulated from global disruptions than the problems VMC has experienced with the availability of bus components.

Order activity for deliveries in 2023 and beyond remains strong across Vicinity product lines, including the Vicinity Lightning™ EV and the newly announced VMC 1200 trucks. The demand for the VMC 1200 electric truck has exceeded expectations with one thousand (1,000) trucks being ordered in October 2022 with a solid pipeline of further orders expected to be finalized and announced in the near future. The addition of a partnership with DSMA will enhance VMC 1200 market penetration in North America through DSMA’s existing dealer relationships and automotive industry knowledge.

Our newly constructed U.S. manufacturing facility in Ferndale, Washington, has now been completed with operations commencing in August of 2023. The Company received its certificate of occupancy in March 2023 with the installation of electrical components that were delayed through supply chain issues. VMC is currently finalizing the certification of the new facility as a Foreign Trade Zone to manage any potential duties during the manufacturing process. The facility will be used for the manufacturing of both buses and EV trucks for sale in North America.

Approved funding for transit in the U.S. and Canada prior to the pandemic was high. During the pandemic, government support for transit has remained strong in both the U.S. and Canada with both countries approving emergency funding for transit through billions of dollars in safe restart programs. Funding announcements have continued in both the U.S. and Canada showing a commitment to improving transit through investing heavily in transit and zero emission transit solutions.

In the U.S. the Infrastructure Investment and Jobs Act (“IIJA”), the successor to the Fixing America’s Surface Transportation Act (“FAST Act”), is a $1.2 trillion infrastructure bill that includes increased funding for transit, specifically for the purchase of low or zero emission vehicles and investments to modernize existing transit systems. Deliveries for EV buses are anticipated to strengthen through to 2025 with the expected funding from this program. The IIJA provides $86.9 billion in funding for the Federal Transit Administration (“FTA”) over five years. The FTA funds up to 80% of the cost of qualifying “Buy America” buses.

The Canadian government has committed CAD$17.6 billion in new spending through 2027 that will go towards a “green recovery” for Canadian public transit and announced aggressive emissions reductions targets with a goal to be net-zero by 2050.

The VMC 1200 is eligible for both Canadian federal and provincial rebates currently being offered for commercial electric vehicles. The federal rebate is currently CAD$40 thousand per vehicle with the provincial rebates varying across the country. Currently, the provincial rebates for commercial electric vehicles in British Columbia and Quebec are the highest with rebates of up to 33% of MSRP, or CAD$51 thousand, in BC, and CAD$60 thousand to CAD$85 thousand per vehicle, depending on the battery size, in Quebec.

Although the proposed legislations and funding announcements from the Canadian and U.S. governments are encouraging for the transit industry, the Company does not yet know how or when all proposed funds will materialize and the expected impact on financial performance of the Company.

Our Company has shifted the majority of its business to zero emission vehicles through the expansion of our product lines with the addition of the 100% zero emission electric Vicinity Lightning™ bus model and the introduction of 100% electric trucks to our product lineup to reduce the Company’s exposure to periods of inconsistent quarterly revenues from the bus industry. The Vicinity heavy duty “Classic” bus is planned for electrification in 2023, with potential deliveries in 2024 or early 2025, which will place Vicinity in an excellent position to capture market share as the demand for zero emissions buses grows. Municipalities of all sizes across Canada and the U.S. along with private operators in multiple sectors are looking for a robust low floor accessible bus to replace their cutaways and internal combustion engine propelled heavy duty buses. Our first Vicinity Lightning™ EV buses are currently in production for initial customers. Our Vicinity 1200 trucks are available immediately to fill high volume demands for the electric truck markets. The first Vicinity 1200 trucks were delivered in November of 2022.

As with the entire global manufacturing industry, VMC is exposed to increased inflation with respect to parts and raw materials purchased by the Company. VMC has already ordered the majority of components for current builds or has fixed pricing in place to reduce the short term exposure. Future impacts for higher input costs will be mitigated through higher pricing for new bids or purchase price index (“PPI”) provisions in multiyear contracts.

After-market parts sales are expected to continue to increase as Vicinity bus fleets get older and new vehicles are placed into service.

Tariffs, Invasion of Ukraine, and COVID-19

Management continues to closely monitor negotiations and ongoing global trade discussions which may influence the Company. We are implementing purchasing, shipping and assembly modifications to best adapt to the current trade environment and strengthen our U.S.-based operations and component sourcing.

There have been no significant direct impacts to date on supply chains related to the Russian invasion of Ukraine. VMC does not have direct suppliers based in either Russia or Ukraine, but additional supply delays may arise as the conflict progresses if component supplies of our suppliers are affected.

Lingering disruptions from COVID-19 continue to have ongoing effects on the supply chain for certain critical components. The medium and long-term recovery of the Company’s end markets from the COVID-19 pandemic are currently unknown but are expected to be dependent on government support, manufacturing and supply chain capabilities, and economic activity. The increase in transit ridership and increased bid activity in the industry are encouraging signs of recovery, but the ongoing nature of the lingering effects on the supply chain due to the pandemic and decreased ridership in many communities may adversely impact results in the future.

Non-GAAP and Other Financial Measures

The non-GAAP and other financial measures presented do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be directly comparable to similar measures presented by other issuers. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-GAAP and other financial measures should be read in conjunction with our consolidated financial statements.

Non-GAAP financial measure – Adjusted EBITDA

Adjusted EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization, foreign exchange gains or losses, certain non-recurring and/or non-operating income and expenses and share based compensation. Adjusted EBITDA should not be construed as an alternative for revenue or net loss determined in accordance with IFRS. The Company believes that adjusted EBITDA is a meaningful metric in assessing the Company’s financial performance and operational efficiency.

The following table reconciles net earnings or losses to Adjusted EBITDA based on the consolidated financial statements of the Company for the periods indicated.

	3 months ended June 30, 2023			3 months ended June 30, 2022			6 months ended June 30, 2023			6 months ended June 30, 2022
(US dollars in thousands – unaudited)	$			$			$			$
Net (loss) income		(701	)		(3,789	)		(3,136	)		(6,675	)
Add back
Stock based compensation		191			166			389			463
Interest		957			599			1,640			1,186
Gain on modification of debt		—			(803	)		—			(803	)
Change in fair value of embedded derivatives		(63	)		—			(154	)		—
Foreign exchange (gain) loss		(1,048	)		1,572			(1,054	)		784
Amortization		278			779			562			1,482
Income tax		9			209			9			209
Loss on disposal of property and equipment		—			18			—			18
Adjusted EBITDA		(377	)		(1,249	)		(1,744	)		(3,336	)

Non-GAAP financial measure – working capital

Working capital is a non-GAAP measure calculated as current assets less current liabilities. Working capital does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies.

	June 30, 2023		December 31, 2022
(US dollars in thousands – unaudited)	$		$
Current Assets		30,858		18,146
Current Liabilities		24,083		16,573

Working Capital		6,775		1,573

Supplementary financial measure – gross margin as a percentage of revenue

Gross margin as a percentage of revenue is a supplementary financial measure calculated as gross profit divided by revenue, expressed as a percentage.

Summary of Quarterly Results

The following selected financial information is derived from unaudited quarterly financial statements of the Company. The information is stated in US dollars.

(US dollars in thousands, except earning per share -unaudited)	Q2 2023 $			Q1 2023 $			Q4 2022 $			Q3 2022 $			Q2 2022 $			Q1 2022 $			Q4 2021 $			Q3 2021 $ (Restated)
Revenue		4,816			2,649			2,035			1,515			11,742			3,183			2,330			2,324
Gross (loss) profit		1,593			473			(560	)		(234	)		1,024			210			(316	)		(577	)
Net (loss) income		(701	)		(2,436	)		(3,828	)		(7,445	)		(3,789	)		(2,887	)		(4,782	)		(3,798	)
Basic and diluted earnings (loss) per share		(0.02	)		(0.05	)		(0.08	)		(0.19	)		(0.10	)		(0.08	)		(0.14	)		(0.13	)

Cash and cash equivalents		7,264			1,783			1,622			1,115			9,357			11,016			4,402			3,890
Working capital		6,775			2,716			1,573			2,075			8,250			8,664			1,405			12,846
Total assets		68,327			56,522			55,032			58,272			65,762			73,268			53,993			30,463
Non-current financial liabilities		10,094			4,176			1,627			7,962			8,349			1,035			347			586

Variability of revenues, gross profit (loss), and net income (loss) over the past 8 quarters is mainly driven by the timing and delivery of buses and electric trucks.

Three and Six Months Ended June 30, 2023 Earnings Review

(US dollars in thousands, except earnings per share -unaudited)	Three months ended June 30, 2023 $			Three months ended June 30, 2022 $

Revenue		4,816			11,742
Gross profit		1,593			1,024
Net loss		(701	)		(3,789	)
Basic and diluted earnings (loss) per share		(0.02	)		(0.10	)

Revenue

Revenue for the three months ended June 30, 2023 was $4,816 compared to $11,742 for the three months ended June 30, 2022, representing a 59% decrease mainly due to product mix. This represented thirty-four (34) truck deliveries versus thirty-four (34) buses, including two VMC Optimal electric vehicles, and one bus from the lease pool in the previous period.

Gross Profit

Gross profit for vehicle sales and other revenue for the three months ended June 30, 2023 was $1,593 or a gross margin of 33% of revenue as compared to the three months ended June 30, 2022, which had a gross profit of $1,024 or 9% of revenue (see “Non-GAAP and Other Financial Measures”). The gross profit for the three months ended June 30, 2023 was positively affected by expired warranty of $407 during the quarter. Excluding this adjustment, the gross margin for the three months ended June 30, 2023 would have been 23%. The higher margins realized in 2023 are mainly a result of a product mix that has shifted to electric trucks, which generally have a higher margin than most traditional buses sold by VMC. Shipping difficulties and global supply chain disruptions in the availability of certain bus components delayed a large portion of expected deliveries during 2022 and into 2023.

Net Loss

Net loss for the three months ended June 30, 2023, was $701 compared to a net loss of $3,789 for the three months ended June 30, 2022. Net loss decrease of $3.1 million for the three months ended June 30, 2023 compared to prior year was mainly due to higher gross profits realized from the sale of EV trucks compared to buses sold in the prior year, $2.6 million due to higher foreign exchange gains realized in 2023 compared to 2022, partially offset by $0.8 million in a gain on modification of debt realized in the three months ended June 30, 2022. Foreign exchange gains were mainly the result of translation of intercompany balances between VMC entities for consolidation purposes and do not represent a cash gain in the periods.

(US dollars in thousands, except earnings per share -unaudited)	6 months ended June 30, 2023 $			6 months ended June 30, 2022 $

Revenue		7,466			14,925
Gross profit		2,067			1,234
Net loss		(3,136	)		(6,675	)
Basic and diluted earnings (loss) per share		(0.07	)		(0.18	)

Revenue

Revenue for the six months ended June 30, 2023 was $7,466 compared to $14,925 for the six months ended June 30, 2022, representing a 50% decrease. This represented deliveries of thirty-nine (39) trucks and three buses versus deliveries of forty (40) buses, including three VMC Optimal electric vehicles, and one bus from the lease pool in the previous period.

Gross Profit

Gross profit for vehicle sales and other revenue for the six months ended June 30, 2023 was $2,067 or 28% of revenue as compared to the six months ended June 30, 2022, which had a gross profit of $1,234 or 8% of revenue (see “Non-GAAP and Other Financial Measures”). The gross profit for the six months ended June 30, 2023 was positively affected by an expired warranty of $1,052 during the period. Excluding these adjustments, the gross margin for the six months ended June 30, 2023 would have been 12%. The higher margins realized in 2023 are mainly a result of a product mix that has shifted more towards electric trucks, which generally have a higher margin than most traditional buses sold by VMC. Shipping difficulties and global supply chain disruptions in the availability of certain bus components delayed a large portion of expected bus deliveries during 2022 and into 2023.

Net Loss

Net loss for the six months ended June 30, 2023, was $3,136 compared to a net loss of $6,675 for the six months ended June 30, 2022. Net loss decreased for the six months ended June 30, 2023 mainly as a result of higher gross profits on sales ($751K), and a foreign exchange gain for the six months ended June 30, 2023 that was $1.8M higher than the six months ended June 30, 2022. Foreign exchange gains were mainly the result of translation of intercompany balances between VMC entities for consolidation purposes and do not represent cash gains.

Liquidity and Selected Cash Flow Items

(US dollars in thousands - unaudited)	June 30, 2023 $		December 31, 2022 $

Cash and cash equivalents		7,264		1,622
Working capital		6,775		1,573
Total assets		68,327		55,032
Non-current financial liabilities		10,094		1,627

Vicinity has working capital of $6,775 as of June 30, 2023 compared to working capital at December 31, 2022 of $1,573 (see “Non-GAAP and Other Financial Measures”). Working capital has increased due to cash received from the issuance of convertible debt and from a new term loan entered into during the three months ended June 30, 2023. Vicinity had a cash and cash equivalents balance of $7,264 as at June 30, 2023 compared to $1,622 as at December 31, 2022.

Cash used in operating activities during the six months ended June 30, 2023 was $9,136 compared to cash provided of $175 during the six months ended June 30, 2022. The decrease of $9,311 from the previous year was mainly due to the change in non-cash working capital items.

As at June 30, 2023, investing activities used cash of $575 compared to the six months ended June 30, 2022, where investing activities used cash of $7,489. The decrease of cash used of $6,914 from the previous year was due to decreased spending on the Company’s new manufacturing facility in Ferndale, Washington for the six months ended June 30, 2023, as the spending at the facility was substantially completed in March of 2023.

As at June 30, 2023, financing activities provided cash of $15,248 compared to the six months ended June 30, 2022, where financing activities provided cash of $12,405. Proceeds from convertible debt, the credit facility and a term loan in 2023 resulted in the increase of cash provided for the six months ended June 30, 2023.

Financial Instruments

Fair values

Capital Management

The Company’s objectives when managing capital are:

●

to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

●

to provide an adequate return to shareholders through expansion correspondingly to the level of risk.

The Company considers its share capital, other shareholders’ equity, credit facility, and short-term loans to be its capital. As a part of its loan commitments, the Company is required to obtain authorization from the credit facility lender prior to obtaining further loans. The Company’s capital is currently not subject to any other external restrictions except those described in Note 5 of the financial statements.

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets, reduce debt or increase its debt.

Commitments

Off-Balance Sheet Arrangements

The Corporation has not entered into any off balance sheet arrangements.

Transactions with Related Parties

Expenses incurred to key management are:

	Six months ended		Six months ended
	June 30, 2023		June 30, 2022
Salaries and Benefits	$	454	$	664
Share based payments		361		442
	$	815	$	1,106

During the six months ended June 30, 2023 the Company paid $117 in lease payments to a company owned by the Chief Executive Officer. $127 was recognized as depreciation and interest expense on the right of use asset and lease liability.

During the six months ended June 30, 2022 the Company paid $97 in lease payments to a company owned by the Chief Executive Officer. $88 was recognized as depreciation and interest expense on the right of use asset and lease liability.

Balances with key management and other related parties are:

As at June 30, 2023, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $nil (June 30, 2022 - $5).

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

Critical Accounting Estimates and Judgements

The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. For significant estimates and judgements refer to Note 6 of the consolidated financial statements for the year ended December 31, 2022 and notes 7 and 9 of the unaudited interim condensed consolidated financial statements. During the current period the Company entered into a convertible debt arrangement and accordingly the following are the new estimates and judgements.

Fair value of embedded derivatives

Recent Accounting Pronouncements

There were no recent accounting pronouncements adopted by the Company.

Segment Information

Allocation of revenue to geographic areas for the single segment is as follows:

	Six months ended June 30, 2023						Six months ended June 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		—		987		987		7,549		4,270		11,819
Truck Sales		3,980		—		3,980		—		—		—
Vehicle Sales		3,980		987		4,967		7,549		4,270		11,819

Spare part sales		1,992		423		2,415		2,738		283		3,021
Operating lease revenue		2		82		84		—		85		85
Other revenue		1,994		505		2,499		2,738		368		3,106

Total Revenue		5,974		1,492		7,466		10,287		4,638		14,925

Outstanding Share Data

At a Special Annual General Meeting of the shareholders held on March 24, 2021, a 3 for 1 share consolidation was approved, effective March 29, 2021. All share and per share amounts are reflective of the share consolidation. Issued and outstanding as of the date of this report is as follows:

45,667,706 common shares

7,573,082 warrants

1,330,827 stock options

966,064 deferred share units

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, William Trainer, Chief Executive Officer of Vicinity Motor Corp. certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Vicinity Motor Corp. (the “issuer”) for the interim period ended June 30, 2023

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2023, and ended on June 30, 2023, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2023

/s/ “William Trainer”

William Trainer,
CEO

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Danial Buckle, Chief Financial Officer of Vicinity Motor Corp. certify the following:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Date: August 14, 2023

/s/ “Danial Buckle”

Danial Buckle,
CFO

EXHIBIT 99.5

Vicinity Motor Corp. Reports Second Quarter 2023 Financial Results

Production is Now Underway at the Company’s U.S. Manufacturing Campus in Ferndale, Washington

Deliveries of 34 VMC 1200 All-Electric Trucks Generate $4.8M in Revenue at Attractive 23% Gross Margin Profile

VANCOUVER, BC / August 14, 2023 / Vicinity Motor Corp. (NASDAQ:VEV) (TSXV:VMC) (“Vicinity” or the “Company”), a North American supplier of commercial electric vehicles, today reported its financial and operational results for the second quarter ended June 30, 2023.

Second Quarter 2023 and Subsequent Operational Highlights

	●	Order backlog as of June 30, 2023 exceeded $150 million, the vast majority of which are for electric vehicles.

	●	Revenue totaled $4.8 million in the second quarter of 2023 with a gross margin of 23%, after removing the impact of positive warranty adjustments, primarily driven by the delivery of thirty-four (34) VMC 1200 all-electric trucks, which carry a higher margin profile than transit buses. Gross margin was 33% including all warranty adjustments for the three months ended June 30, 2023.

	●	Secured strategic collaboration with Lafarge Canada, Canada’s largest provider of sustainable and innovative building materials, to electrify Lafarge’s truck fleet with the VMC 1200 all-electric truck to help reduce their carbon footprint.

	●	Received purchase order from Transdev, a global mobility leader, for forty-two (42) Vicinity™ Classic buses, illustrating Vicinity’s continued Canadian market leadership in the mid-size heavy duty bus segment.

	●	Created additional financial flexibility during the three months ended June 30, 2023 with a new $9.0 million credit facility with Export Development Canada, complementing the previously announced $30 million credit facility with RBC and EDC, providing additional financial resources for working capital and expenditures related to the commencement of production at the Ferndale, Washington Facility.

	●	Exhibited VMC 1200 all-electric truck at Advanced Clean Transportation Expo, showcasing an upfitted truck by partner EAVX with a Reading truck utility body.

Management Commentary

“The second quarter was highlighted by the successful deliveries of thirty-four (34) VMC 1200 electric trucks to our customer base, culminating in the long-awaited initiation of production at our U.S. manufacturing campus in Ferndale in August,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “The VMC 1200 has proven to be an incredible success, leveraging our strong history of automotive experience to target an underserved market with a compelling product at an extremely attractive price point, which is further reduced through Canadian federal and provincial rebates. The VMC 1200 carries a healthy margin profile with the year-round purchasing habits of the differentiated customer base helping to smooth the traditional uneven revenue of our established transit bus business. Overall gross margins for the quarter were 23%, after excluding positive warranty adjustments, which is higher than our historical averages for quarters with only bus sales.

“Turning to the transit bus business, our strong legacy of North American market leadership in the mid-sized heavy-duty segment continued to shine. In the last 90 days, global mobility leader Transdev added forty-two (42) Vicinity™ Classic buses to its fleet. As supply chains have improved, we restarted delivery of transit buses to our customers in July of 2023. We believe our ability to offer both legacy and next-generation electric vehicles in a variety of classes and configurations positions us to address an incredibly wide variety of customer needs.

“To support demand, our new U.S. manufacturing campus in Ferndale, Washington began production earlier this month. Although finishing the facility took longer than expected, doing it right and not rushing will allow us to more successfully tackle the fulfillment of our growing order backlog which, as of June 30^th, exceeded US$150 million. The facility is designed to meet our current and future production needs for both buses and Class 3 VMC 1200 electric trucks. With a new $9.0 million credit facility for Ferndale with EDC, complementing a previous $30 million credit facility, we now have greater financial flexibility to invest in Vicinity’s next phase of growth.

“Looking ahead, with improving margins, a growing sales funnel and record backlog, we are positioning Vicinity for a transition to positive adjusted EBITDA in the second half of 2023. Market fundamentals continue to support our business strategy, with government incentives, corporate sustainability goals and declining cost of ownership all pointing to surging EV adoption rates. I look forward to providing additional updates in the months to come as we continue our rapid pace of operational execution, all with the aim of delivering sustainable, long-term value to our shareholders,” concluded Trainer.

Second Quarter 2023 Financial Results

All figures stated in this press release are in U.S. dollars unless stated otherwise.

Revenue totaled $4.8 million in the second quarter of 2023, as compared to $11.7 million in the second quarter of 2022. The difference in revenue was primarily driven by a change in product mix represented by thirty-four (34) truck deliveries in the second quarter, as compared to thirty-four (34) buses in the same year-ago quarter. Revenue totaled $7.5 million for the six months ended June 30, 2023, as compared to $14.9 million for the six months ended June 30, 2022..

Gross profit in the second quarter of 2023 totaled $1.6 million, or 33% of revenue, as compared to $1.0 million, or 8.7% of revenue, in the second quarter of 2022. The gross profit was positively affected by an adjustment for expired warranty of $0.4 million during the quarter. Excluding the warranty adjustments, gross margin totaled 23% in the second quarter of 2023.

Gross profit totaled $2.1 million, or 28% of revenue, for the six months ended June 30, 2023, as compared to $1.2 million, or 8% of revenue in the six months ended June 30, 2022. The gross margin for the six months ended June 30, 2023 was positively affected by expired warranty of $1.1 million during the period. Excluding these adjustments, the gross margin for the six months ended June 30, 2023 would have been 12%.

Cash used in operating activities totaled $9.1 million in the six months ended June 30, 2023, as compared to $0.2 million in the first half of 2022.

Net loss in the second quarter of 2023 was $0.7 million, or $(0.02) per share, as compared to $3.8 million, or $(0.10) per share, in the second quarter of 2022. Net loss for the six months ended June 30, 2023 was $3.1 million, or $(0.07) per share, as compared to $6.7 million, or $(0.18) per share, in the six months ended June 30, 2022.

Adjusted EBITDA loss in the second quarter of 2023 totaled $0.4 million, as compared to $1.2 million in the second quarter of 2022. Adjusted EBITDA loss for the six months ended June 30, 2023 was $1.7 million, as compared to $3.3 million in the six months ended June 30, 2022.

Cash and cash equivalents as of June 30, 2023 totaled $7.3 million, as compared to $1.6 million as of December 31, 2022.

Second Quarter 2023 Results Conference Call

Management will host an investor conference call at 4:30 p.m. Eastern time today to discuss Vicinity Motors’ second quarter financial results, provide a corporate update, and conclude with a question and answer session from telephone participants. To participate, please use the following information:

Q2 2023 Conference Call & Webcast

Date: Monday, August 14, 2023
Time: 4:30 p.m. Eastern time
U.S./Canada Dial-in: 1-844-850-0545
International Dial-in: 1-412-542-4118
Conference ID: 10181340

Webcast: Vicinity Motors Q2 2023 Webcast

Please dial in at least 10 minutes before the start of the call to ensure timely participation.

A playback of the call will be available through Thursday, September 14, 2023. To listen, call 1-844-512-2921 within the United States and Canada or 1-412-317-6671 when calling internationally. Please use the replay pin number 10181340. A webcast will also be available by clicking here: Vicinity Motors Q2 2023 Webcast.

About Vicinity Motor Corp.

Vicinity Motor Corp. (NASDAQ:VEV) (TSXV:VMC) (“VMC”) is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and close relationships with world-class manufacturing partners to supply its flagship electric, CNG and clean-diesel Vicinity buses, as well as the VMC 1200 electric truck to the transit and industrial markets. For more information, please visit www.vicinitymotorcorp.com.

Company Contact:
John LaGourgue
VP Corporate Development
604-288-8043
IR@vicinitymotor.com

Investor Relations Contact:
Lucas Zimmerman
MZ Group - MZ North America
949-259-4987
VMC@mzgroup.us
www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from Vicinity’s expectations include uncertainties relating to the economic conditions in the markets in which Vicinity operates, vehicle sales volume, anticipated future sales growth, the success of Vicinity’s operational strategies, the timing of the completion of the vehicle assembly facility in the State of Washington, the effect of the COVID-19 pandemic, related government-imposed restrictions on operations, the success of Vicinity’s strategic partnerships; and other risk and uncertainties disclosed in Vicinity’s reports and documents filed with applicable securities regulatory authorities from time to time. Vicinity’s forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Vicinity assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

Non-GAAP Financial Measures

Non-GAAP financial measure - Adjusted EBITDA

Adjusted EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization, foreign exchange gains or losses, certain non-recurring and/or non-operating income and expenses, and share based compensation. Adjusted EBITDA should not be construed as an alternative for revenue or net loss determined in accordance with IFRS. The Company believes that adjusted EBITDA is a meaningful metric in assessing the Company’s financial performance and operational efficiency.

The following table reconciles net earnings or losses to Adjusted EBITDA based on the consolidated financial statements of the Company for the periods indicated.

(US dollars in thousands - unaudited)	3 months ended June 30, 2023			3 months ended June 30, 2022			6 months ended June 30, 2023			6 months ended June 30, 2022
Net (loss) income		(701	)		(3,789	)		(3,136	)		(6,675	)
Add back
Stock based compensation		191			166			389			463
Interest		957			599			1,640			1,186
Gain on modification of debt		—			(803	)		—			(803	)
Change in fair value of embedded derivatives		(63	)		—			(154	)		—
Foreign exchange loss (gain)		(1,048	)		1,572			(1,054	)		784
Amortization		278			779			562			1,482
Income tax		9			209			9			209
Loss on disposal of property and equipment		—			18			—			18
Adjusted EBITDA		(377	)		(1,249	)		(1,744	)		(3,336	)

Vicinity Motor Corp.
Interim Condensed Consolidated Statements of Financial Position
(Unaudited, In thousands of US Dollars)

	Note		June 30, 2023			December 31, 2022
			$			$

Current Assets
Cash and cash equivalents				7,264			1,622
Trade and other receivables				3,954			2,655
Inventory		3		10,953			10,068
Prepaids and deposits				8,687			3,801

				30,858			18,146
Long-term Assets
Intangible assets				14,675			14,273
Property, plant, and equipment		4		22,794			22,613

				68,327			55,032

Current Liabilities
Accounts payable and accrued liabilities				5,040			4,942
Credit facility		5		6,841			628
Current portion of deferred revenue		6		3,865			2,382
Current portion of provision for warranty cost		7		506			1,585
Current debt facilities		8		7,387			6,587
Current portion of other long-term liabilities				444			449

				24,083			16,573

Long-term Liabilities
Convertible debt		9		2,816			—
Other long-term liabilities		10		7,194			1,503
Provision for warranty cost		7		84			124

				34,177			18,200

Shareholders’ Equity
Share capital		11		76,806			75,983
Contributed surplus		11		7,477			7,088
Accumulated other comprehensive (loss) income				645			1,403
Deficit				(50,778	)		(47,642	)

				34,150			36,832

				68,327			55,032

Vicinity Motor Corp.
Interim Condensed Consolidated Statements of Loss
(Unaudited, in thousands of US dollars, except for per share amounts)

	Note		For the three months ended June 30, 2023			For the three months ended June 30, 2022			For the six months ended June 30, 2023			For the six months ended June 30, 2022
			$			$			$			$

Revenue
Vehicle sales		14		3,500			10,117			4,967			11,819
Other		14		1,316			1,625			2,417			3,106
				4,816			11,742			7,384			14,925

Cost of sales		4		(3,223	)		(10,718	)		(5,399	)		(13,691	)

Gross profit				1,593			1,024			1,985			1,234

Expenses
Sales and administration				2,043			2,371			3,955			4,751
Stock-based compensation		11		191			166			389			463
Amortization				205			699			418			1,319
Interest and finance costs		8,9,10		957			599			1,640			1,186
Change in fair value of embedded derivatives		9		(63	)		—			(154	)		—
Gain on modification of debt		8		—			(803	)		—			(803	)
Foreign exchange loss				(1,048	)		1,572			(1,054	)		784

				2,285			4,604			5,194			7,700

(Loss) income before taxes				(692	)		(3,580	)		(3,127	)		(6,466	)

Current income tax expense				9			209			9			209
Net (loss) income				(701	)		(3,789	)		(3,136	)		(6,675	)

Loss per share
Basic				(0.02	)		(0.10	)		(0.07	)		(0.18	)
Diluted				(0.02	)		(0.10	)		(0.07	)		(0.18	)

Weighted average number of common shares outstanding
Basic and diluted⁽¹⁾				45,541,736			37,569,536			45,541,736			37,569,536

Vicinity Motor Corp.
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands of US dollars)

			Six months ended			Six months ended
	Note		June 30, 2023			June 30, 2022
OPERATING ACTIVITIES				$			$

Net loss for the year				(3,136	)		(6,675	)
Items not involving cash:
Loss on disposal of property and equipment				—			18
Gain on modification of debt				—			(803	)
Amortization				562			1,482
Foreign exchange (gain) loss				(1,293	)		(78	)
Interest and finance costs		8,9		1,640			1,186
Change in fair value of embedded derivatives				(154	)		—
Stock-based compensation		11		389			463
				(1,992	)		(4,407	)
Changes in non-cash items:
Trade and other receivables				(1,223	)		660
Inventory		3		(858	)		1,036
Prepaids and deposits				(4,700	)		(298	)
Accounts payable and accrued liabilities				136			4,607
Deferred consideration				—			(76	)
Deferred revenue		6		1,419			(1,054	)
Warranty provision		7		(1,126	)		255
Taxes paid				(9	)		(209	)
Interest paid				(783	)		(339	)
Cash (used) provided in operating activities				(9,136	)		175

INVESTING ACTIVITIES
Purchase of intangible assets				(272	)		(328	)
Proceeds from government subsidy				—			817
Purchase of property and equipment				(303	)		(8,225	)
Proceeds on disposal of property and equipment				—			247
Cash used in investing activities				(575	)		(7,489	)

FINANCING ACTIVITIES
Proceeds from issuance of common shares		11		867			13,063
Share issuance costs		11		(44	)		(1,131	)
Proceeds of credit facility		5		6,038			659
Proceeds from convertible debt		9		2,939			—
Convertible debt financing fees		9		(159	)		—
Proceeds from long-term loans		10		5,869			—
Repayment of long-term loans				(262	)		(186	)
Cash provided in financing activities				15,248			12,405
Effect of foreign exchange rate on cash				105			(136	)
Increase in cash and cash equivalents				5,642			4,955
Cash and cash equivalents, beginning				1,622			4,402
Cash and cash equivalents, ending				7,264			9,357

See accompanying notes to the consolidated financial statements

Cover	6 Months Ended
Cover	Jun. 30, 2023
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40412
Entity Registrant Name	VICINITY MOTOR CORP.
Entity Central Index Key	0001834975
Entity Address, Address Line One	3168
Entity Address, Address Line Two	262nd Street
Entity Address, City or Town	Aldergrove
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V4W 2Z6

Interim Condensed Consolidated Statements of Financial Position (Unaudited) $ in Thousands, $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Current Assets
Cash and cash equivalents	$ 7,264	$ 1,622
Trade and other receivables	3,954	2,655
Inventory	10,953	10,068
Prepaids and deposits	8,687	3,801
Current assets	30,858	18,146
Long-term Assets
Intangible assets	14,675	14,273
Property, plant, and equipment	22,794	22,613
Assets	68,327	55,032
Current Liabilities
Accounts payable and accrued liabilities	5,040	4,942
Credit facility	6,841	628
Current portion of deferred revenue	3,865	2,382
Current portion of provision for warranty cost	506	1,585
Current debt facilities	7,387	6,587
Current portion of other long-term liabilities	444	449
Current liabilities	24,083	16,573
Long-term Liabilities
Convertible debt	2,816
Other long-term liabilities	7,194	1,503
Provision for warranty cost	84	124
Liabilities	34,177	18,200
Shareholders’ Equity
Share capital	76,806	75,983
Contributed surplus	7,477	7,088
Accumulated other comprehensive (loss) income	645	1,403
Deficit	(50,778)	(47,642)
Shareholders’ Equity	34,150	36,832
Liabilities and shareholders’ equity	$ 68,327	$ 55,032

Interim Condensed Consolidated Statements of Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Revenue	$ 4,816	$ 11,742	$ 7,466	$ 14,925
Cost of sales	(3,223)	(10,718)	(5,399)	(13,691)
Gross profit	1,593	1,024	2,067	1,234
Expenses
Sales and administration	2,043	2,371	3,955	4,751
Stock-based compensation	191	166	389	463
Amortization	205	699	418	1,319
Interest and finance costs	957	599	1,640	1,186
Change in fair value of embedded derivatives	(63)		(154)
Gain on modification of debt		(803)		(803)
Foreign exchange (gain) loss	(1,048)	1,572	(1,054)	784
Expenses	2,285	4,604	5,194	7,700
Loss before taxes	(692)	(3,580)	(3,127)	(6,466)
Current income tax expense	9	209	9	209
Net loss	$ (701)	$ (3,789)	$ (3,136)	$ (6,675)
Loss per share
Basic	$ (0.02)	$ (0.10)	$ (0.07)	$ (0.18)
Diluted	$ (0.02)	$ (0.10)	$ (0.07)	$ (0.18)
Weighted average number of common shares outstanding
Basic and diluted	45,541,736	37,569,536	45,541,736	37,569,536
Vehicle Sales [Member]
Revenue
Revenue	$ 3,500	$ 10,117	$ 4,967	$ 11,819
Other [Member]
Revenue
Revenue	$ 1,316	$ 1,625	$ 2,499	$ 3,106

Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Profit or loss [abstract]
Net loss	$ (701)	$ (3,789)	$ (3,136)	$ (6,675)
Other comprehensive loss items that may be reclassified subsequently to net (loss) income
Exchange differences on translation of foreign operations	(738)	598	(758)	330
Total other comprehensive (loss) income	(738)	598	(758)	330
Total comprehensive loss	$ (1,439)	$ (3,191)	$ (3,894)	$ (6,345)

Interim Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Issued capital [member]	Contributed Surplus [Member]	Accumulated other comprehensive income [member]	Retained earnings [member]	Total
Beginning balance, value at Dec. 31, 2021	$ 58,055	$ 6,035	$ (151)	$ (29,694)	$ 34,245
Balance, beginning of year (in shares) at Dec. 31, 2021	34,946,379
IfrsStatementLineItems [Line Items]
Issuance of shares – private placement	$ 12,988				12,988
Issuance of shares - private placement, Shares	4,747,000
Issuance of shares – options exercised	$ 98	(23)			75
Issuance of shares - options exercised, Shares	66,661
Share issuance costs	$ (1,131)				(1,131)
Share issuance costs – agent warrants	(152)	152
Warrants		444			444
Stock-based compensation		463			463
Other comprehensive loss			330		330
Net loss				(6,675)	(6,675)
Ending balance, value at Jun. 30, 2022	$ 69,858	7,071	179	(36,369)	40,739
Balance, end of year (in shares) at Jun. 30, 2022	39,760,040
Beginning balance, value at Dec. 31, 2022	$ 75,983	7,088	1,403	(47,642)	36,832
Balance, beginning of year (in shares) at Dec. 31, 2022	44,742,039
IfrsStatementLineItems [Line Items]
Issuance of shares – private placement	$ 867				867
Issuance of shares - private placement, Shares	925,667
Share issuance costs	$ (44)				(44)
Stock-based compensation		389			389
Other comprehensive loss			(758)		(758)
Net loss				(3,136)	(3,136)
Ending balance, value at Jun. 30, 2023	$ 76,806	$ 7,477	$ 645	$ (50,778)	$ 34,150
Balance, end of year (in shares) at Jun. 30, 2023	45,667,706

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
OPERATING ACTIVITIES
Net loss for the year	$ (3,136)	$ (6,675)
Items not involving cash:
Loss on disposal of property and equipment		18
Gain on modification of debt		(803)
Amortization	562	1,482
Foreign exchange (gain) loss	(1,293)	(78)
Interest and finance costs	1,640	1,186
Change in fair value of embedded derivatives	(154)
Stock-based compensation	389	463
Changes in non-cash items:
Trade and other receivables	(1,223)	660
Inventory	(858)	1,036
Prepaids and deposits	(4,700)	(298)
Accounts payable and accrued liabilities	136	4,607
Deferred consideration		(76)
Deferred revenue	1,419	(1,054)
Warranty provision	(1,126)	255
Taxes paid	(9)	(209)
Interest paid	(783)	(339)
Cash (used) provided in operating activities	(9,136)	175
INVESTING ACTIVITIES
Purchase of intangible assets	(272)	(328)
Proceeds from government subsidy		817
Purchase of property and equipment	(303)	(8,225)
Proceeds on disposal of property and equipment		247
Cash used in investing activities	(575)	(7,489)
FINANCING ACTIVITIES
Proceeds from issuance of common shares	867	13,063
Share issuance costs	(44)	(1,131)
Proceeds of credit facility	6,038	659
Proceeds from convertible debt	2,939
Convertible debt financing fees	(159)
Proceeds from long-term loans	5,869
Repayment of long-term loans	(262)	(186)
Cash provided in financing activities	15,248	12,405
Effect of foreign exchange rate on cash	105	(136)
Increase in cash and cash equivalents	5,642	4,955
Cash and cash equivalents, beginning	1,622	4,402
Cash and cash equivalents, ending	$ 7,264	$ 9,357

NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2023

Nature Of Operations

NATURE OF OPERATIONS

NATURE OF OPERATIONS

BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

The following companies are consolidated with Vicinity Motor Corp. as at June 30, 2023:

Schedule of subsidiary
Company Name	Registered	Holding	Functional Currency
Vicinity Motor Corp.	British Columbia	Parent Company	United States Dollar
Vicinity Motor (Bus) Corp.	British Columbia	100%	Canadian Dollar
Vicinity Motor (Bus) USA Corp.	United States	100%	United States Dollar

Intercompany balances and transactions, and any unrealized gains arising from intercompany transactions, were eliminated in preparing the consolidated financial statements.

a) Statement of compliance

The interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 14, 2023.

b) Basis of measurement

The interim condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value.

c) Use of estimates and judgments

Fair value of embedded derivatives

INVENTORY

6 Months Ended

Jun. 30, 2023

Disclosure Inventory Abstract

INVENTORY

INVENTORY

Schedule of inventory
	June 30, 2023		December 31, 2022
	$		$
Finished goods		1,187		3,355
Work in progress - vehicles		7,797		4,785
Parts for resale		1,969		1,928
Total Inventory		10,953		10,068

During the six months ended June 30, 2023, the Company recognized $4,771 as the cost of inventory included as an expense in cost of sales (June 30, 2022: $11,551).

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

CREDIT FACILITY

6 Months Ended

Jun. 30, 2023

Credit Facility

CREDIT FACILITY

CREDIT FACILITY

As at June 30, 2023, the Company is in compliance with all covenants.

DEFERRED REVENUE

6 Months Ended

Jun. 30, 2023

Deferred Revenue

DEFERRED REVENUE

DEFERRED REVENUE

Schedule of deferred revenue
		June 30, 2023		December 31, 2022
		$		$
Sales deposits – future delivery of buses			2,018		453
Future delivery of buses	(a)		1,847		1,929
Deferred revenue			3,865		2,382
Less: current portion			3,865		2,382
Long-term portion of deferred revenue			—		—

PROVISION FOR WARRANTY COST

6 Months Ended

Jun. 30, 2023

Provision For Warranty Cost

PROVISION FOR WARRANTY COST

PROVISION FOR WARRANTY COST

The Company provides a two year bumper to bumper warranty coverage for vehicles on specified components, with the exception of normal wear and tear.

Schedule of provision for warranty cost
	$
Balance at December 31, 2021		1,669

Additions		499
Warranty claims applied		(841	)
Change in estimate of warranty provision		421
Change in foreign exchange		(39	)
Balance at December 31, 2022		1,709
Additions		147
Warranty claims applied		(276	)
Change in estimate of warranty provision		(996	)
Change in foreign exchange		6
Balance at June 30, 2023		590
Less: Current portion		506
Long-term portion of warranty provision		84

CURRENT DEBT FACILITIES

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

CURRENT DEBT FACILITIES

CURRENT DEBT FACILITIES

Schedule of current debt facilities
		June 30, 2023		December 31, 2022
		$		$
Unsecured debentures - 2021	(a)		7,387		6,587
			7,387		6,587

The unsecured debentures include 8% annual interest paid at maturity with $449 being recorded as borrowing costs on June 15, 2022, and an effective interest rate of 24%.

During the six months ended June 30, 2023, the Company incurred $936 in interest expense

(June 30, 2022 - $889) on this loan, $1,066 (December 31, 2022: $765) is included in accounts payable and accrued liabilities as at June 30, 2023.

CONVERTIBLE DEBT

6 Months Ended

Jun. 30, 2023

Convertible Debt

CONVERTIBLE DEBT

CONVERTIBLE DEBT


	Host debentures			Embedded derivatives			Total
	$			$			$
As at January 1, 2023		—			—			—
Convertible debt principal		2,208			747			2,955
Transactions costs		(159	)		—			(159	)
As at March 24, 2023		2,049			747			2,796
Change in fair value		N/A			(154	)		(154	)
Interest accretion		109			—			109
Foreign exchange		48			17			65
As at June 30, 2023		2,206			610			2,816

The fair value of the embedded derivatives were estimated using a binomial tree method with the following assumptions as at June 30, 2023:

Schedule of assumptions
	Assumptions

Risk-free interest rate		4.7 – 5.3%
Credit spread		28.3	%
Expected life of options		1.2 – 2.7 years
Annual dividend rate		0	%
Annualized volatility		49.5 – 56.1%

OTHER LONG-TERM LIABILITIES

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

OTHER LONG-TERM LIABILITIES

10.

OTHER LONG-TERM LIABILITIES

Schedule of lease obligation
		June 30, 2023			December 31, 2022
		$			$
Term loan	(a)		5,872			—
Lease obligation	(b)		1,713			1,883
Vehicles			53			69
Less: Current portion			(444	)		(449	)
			7,194			1,503

Term loan

Lease Obligation

Minimum lease payments in respect of lease liabilities for the right-of-use assets included in property, plant and equipment (Note 4) and the effect of discounting are as follows:

Schedule of long term lease liabilities
	June 30, 2023
	$
Undiscounted minimum lease payments:
Less than one year		485
One to two years		480
Two to three years		485
Three to six years		398
		1,848
Effect of discounting		(135	)
Present value of minimum lease payments – total lease liability		1,713
Less: Current portion		(425	)
Long-term lease liabilities		1,288

SHARE CAPITAL

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

SHARE CAPITAL

11.

SHARE CAPITAL

11.1 Authorized: Unlimited number of common shares without par value

11.2 Issued and Outstanding Common Shares:

The details for the common share issuances during the six months ended June 30, 2023 are as follows:

The details for the common share issuances during the six months ended June 30, 2022 were as follows:

During the six months ended June 30, 2022, the Company also issued 302,555 shares at prices ranging from $2.96 to $3.65 for gross proceeds of $988 through its At-the-Market equity program.

During the six months ended June 30, 2022, 66,661 stock options were exercised by employees of the Company at an average exercise price of $1.13 for gross proceeds of $75.

11.3 Directors, Consultants, and Employee stock options

During the six months ended June 30, 2023, the Company recognized $113 (June 30, 2022 - $24) on the grant and vesting of options to directors, consultants and employees.

The following tables summarize information about the Company’s stock options outstanding at June 30, 2023:

Schedule of stock options outstanding
							Remaining
	Options		Options		Exercise		Contractual
	Outstanding		Exercisable		Price		Life (Years)		Expiry Date
					C$

January 17, 2019		166,666		166,666		2.40		0.55	January 17, 2024
November 15, 2019		233,333		233,333		1.50		1.50	November 15, 2024
November 28, 2019		16,666		16,666		1.56		1.56	November 28, 2024
May 4, 2020		24,999		24,999		1.20		1.84	May 4, 2025
November 23, 2020		66,664		66,664		6.15		2.40	November 23, 2025
January 12, 2021		333,333		333,333		6.51		2.54	January 11, 2026
February 1, 2021		41,666		41,666		9.36		2.59	January 31, 2026
April 27, 2021		60,000		40,000		7.24		2.82	April 26, 2026
March 31, 2022		40,000		13,333		2.98		3.75	March 30, 2027
September 22, 2022		250,000		—		1.50		2.23	September 21, 2025
November 25, 2022		97,500		16,250		1.30		4.41	November 24, 2027

Total		1,330,827		952,910

During the six months ended June 30, 2023, 249,999 stock options expired.

11.4 Deferred Share Units

A summary of the Company’s DSUs are as follows:

Schedule of deferred share units
	Number of DSUs

Outstanding, December 31, 2021		170,791
Issued		452,910
Outstanding, December 31, 2022		623,701
Issued		342,363
Outstanding, June 30, 2023		966,064

During the six months ended June 30, 2023, the Company recorded $276 (June 30, 2022 - $282) as stock-based compensation for the fair value of the DSUs issued.

RELATED PARTY BALANCES AND TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY BALANCES AND TRANSACTIONS

12.

RELATED PARTY BALANCES AND TRANSACTIONS

Compensation to key management:

Schedule of related party transactions
	Six months ended		Six months ended
	June 30, 2023		June 30, 2022
	$		$
Salaries and benefits		454		664
Stock-based compensation		361		442
Total		815		1,106

Balances with key management and other related parties are:

As at June 30, 2023, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $nil 0 (June 30, 2022 - $5).

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

FINANCIAL INSTRUMENTS

13.

FINANCIAL INSTRUMENTS

Fair values

The following table summarizes the carrying values and fair values of the Company’s financial instruments:


	June 30, 2023		December 31, 2022
	$		$
Assets:
Measured at amortized cost (i)		13,424		4,277
Liabilities:
Amortized cost (ii)		26,906		14,109
Fair value through P&L (iii)		610		—

(i)	Cash and cash equivalents, and trade and other receivables
(ii)	Accounts payable and accrued liabilities, current loans, and lease obligations.
(iii)	Embedded derivatives related to convertible debt (only financial instrument carried at fair value)

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices), and

Level 3 – Inputs that are not based on observable market data

SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2023

Segment Information

SEGMENT INFORMATION

14.

SEGMENT INFORMATION

Allocation of revenue to geographic areas for the single segment is as follows:

Schedule of geographic distribution
	Six months ended June 30, 2023						Six months ended June 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		—		987		987		7,549		4,270		11,819
Truck Sales		3,980		—		3,980		—		—		—
Vehicle Sales		3,980		987		4,967		7,549		4,270		11,819

Spare part sales		1,992		423		2,415		2,738		283		3,021
Operating lease revenue		2		82		84		—		85		85
Other revenue		1,994		505		2,499		2,738		368		3,106

Total Revenue		5,974		1,492		7,466		10,287		4,638		14,925

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

COMMITMENTS AND CONTINGENCIES

15.

COMMITMENTS AND CONTINGENCIES

BASIS OF PRESENTATION (Tables)

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of subsidiary

Schedule of subsidiary
Company Name	Registered	Holding	Functional Currency
Vicinity Motor Corp.	British Columbia	Parent Company	United States Dollar
Vicinity Motor (Bus) Corp.	British Columbia	100%	Canadian Dollar
Vicinity Motor (Bus) USA Corp.	United States	100%	United States Dollar

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2023

Disclosure Inventory Abstract

Schedule of inventory

Schedule of inventory
	June 30, 2023		December 31, 2022
	$		$
Finished goods		1,187		3,355
Work in progress - vehicles		7,797		4,785
Parts for resale		1,969		1,928
Total Inventory		10,953		10,068

DEFERRED REVENUE (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Revenue

Schedule of deferred revenue

Schedule of deferred revenue
		June 30, 2023		December 31, 2022
		$		$
Sales deposits – future delivery of buses			2,018		453
Future delivery of buses	(a)		1,847		1,929
Deferred revenue			3,865		2,382
Less: current portion			3,865		2,382
Long-term portion of deferred revenue			—		—

PROVISION FOR WARRANTY COST (Tables)

6 Months Ended

Jun. 30, 2023

Provision For Warranty Cost

Schedule of provision for warranty cost

Schedule of provision for warranty cost
	$
Balance at December 31, 2021		1,669

Additions		499
Warranty claims applied		(841	)
Change in estimate of warranty provision		421
Change in foreign exchange		(39	)
Balance at December 31, 2022		1,709
Additions		147
Warranty claims applied		(276	)
Change in estimate of warranty provision		(996	)
Change in foreign exchange		6
Balance at June 30, 2023		590
Less: Current portion		506
Long-term portion of warranty provision		84

CURRENT DEBT FACILITIES (Tables)

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of current debt facilities

Schedule of current debt facilities
		June 30, 2023		December 31, 2022
		$		$
Unsecured debentures - 2021	(a)		7,387		6,587
			7,387		6,587

CONVERTIBLE DEBT (Tables)

6 Months Ended

Jun. 30, 2023

Convertible Debt

Schedule of changes in fair value statement of loss


	Host debentures			Embedded derivatives			Total
	$			$			$
As at January 1, 2023		—			—			—
Convertible debt principal		2,208			747			2,955
Transactions costs		(159	)		—			(159	)
As at March 24, 2023		2,049			747			2,796
Change in fair value		N/A			(154	)		(154	)
Interest accretion		109			—			109
Foreign exchange		48			17			65
As at June 30, 2023		2,206			610			2,816

Schedule of assumptions

Schedule of assumptions
	Assumptions

Risk-free interest rate		4.7 – 5.3%
Credit spread		28.3	%
Expected life of options		1.2 – 2.7 years
Annual dividend rate		0	%
Annualized volatility		49.5 – 56.1%

OTHER LONG-TERM LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of lease obligation

Schedule of lease obligation
		June 30, 2023			December 31, 2022
		$			$
Term loan	(a)		5,872			—
Lease obligation	(b)		1,713			1,883
Vehicles			53			69
Less: Current portion			(444	)		(449	)
			7,194			1,503

Schedule of long term lease liabilities

Schedule of long term lease liabilities
	June 30, 2023
	$
Undiscounted minimum lease payments:
Less than one year		485
One to two years		480
Two to three years		485
Three to six years		398
		1,848
Effect of discounting		(135	)
Present value of minimum lease payments – total lease liability		1,713
Less: Current portion		(425	)
Long-term lease liabilities		1,288

SHARE CAPITAL (Tables)

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of stock options outstanding

Schedule of stock options outstanding
							Remaining
	Options		Options		Exercise		Contractual
	Outstanding		Exercisable		Price		Life (Years)		Expiry Date
					C$

January 17, 2019		166,666		166,666		2.40		0.55	January 17, 2024
November 15, 2019		233,333		233,333		1.50		1.50	November 15, 2024
November 28, 2019		16,666		16,666		1.56		1.56	November 28, 2024
May 4, 2020		24,999		24,999		1.20		1.84	May 4, 2025
November 23, 2020		66,664		66,664		6.15		2.40	November 23, 2025
January 12, 2021		333,333		333,333		6.51		2.54	January 11, 2026
February 1, 2021		41,666		41,666		9.36		2.59	January 31, 2026
April 27, 2021		60,000		40,000		7.24		2.82	April 26, 2026
March 31, 2022		40,000		13,333		2.98		3.75	March 30, 2027
September 22, 2022		250,000		—		1.50		2.23	September 21, 2025
November 25, 2022		97,500		16,250		1.30		4.41	November 24, 2027

Total		1,330,827		952,910

Schedule of deferred share units

Schedule of deferred share units
	Number of DSUs

Outstanding, December 31, 2021		170,791
Issued		452,910
Outstanding, December 31, 2022		623,701
Issued		342,363
Outstanding, June 30, 2023		966,064

RELATED PARTY BALANCES AND TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of related party transactions

Schedule of related party transactions
	Six months ended		Six months ended
	June 30, 2023		June 30, 2022
	$		$
Salaries and benefits		454		664
Stock-based compensation		361		442
Total		815		1,106

FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2023

Notes and other explanatory information [abstract]

Schedule of disclosure of financial assets


	June 30, 2023		December 31, 2022
	$		$
Assets:
Measured at amortized cost (i)		13,424		4,277
Liabilities:
Amortized cost (ii)		26,906		14,109
Fair value through P&L (iii)		610		—

(i)	Cash and cash equivalents, and trade and other receivables
(ii)	Accounts payable and accrued liabilities, current loans, and lease obligations.
(iii)	Embedded derivatives related to convertible debt (only financial instrument carried at fair value)

SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2023

Segment Information

Schedule of geographic distribution

Schedule of geographic distribution
	Six months ended June 30, 2023						Six months ended June 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		—		987		987		7,549		4,270		11,819
Truck Sales		3,980		—		3,980		—		—		—
Vehicle Sales		3,980		987		4,967		7,549		4,270		11,819

Spare part sales		1,992		423		2,415		2,738		283		3,021
Operating lease revenue		2		82		84		—		85		85
Other revenue		1,994		505		2,499		2,738		368		3,106

Total Revenue		5,974		1,492		7,466		10,287		4,638		14,925

BASIS OF PRESENTATION (Details)	6 Months Ended
BASIS OF PRESENTATION (Details)	Jun. 30, 2023
Vicinity Motor Corp [Member]
Entity Information [Line Items]
Company name	Vicinity Motor Corp.
Location	British Columbia
Holding percentage	Parent Company
Functional Currency	United States Dollar
Vicinity Motor Bus Corp [Member]
Entity Information [Line Items]
Company name	Vicinity Motor (Bus) Corp.
Location	British Columbia
Holding percentage	100%
Functional Currency	Canadian Dollar
Vicinity Motor Bus U S A Corp [Member]
Entity Information [Line Items]
Company name	Vicinity Motor (Bus) USA Corp.
Location	United States
Holding percentage	100%
Functional Currency	United States Dollar

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Disclosure Inventory Abstract
Finished goods	$ 1,187	$ 3,355
Work in progress - vehicles	7,797	4,785
Parts for resale	1,969	1,928
Total Inventory	$ 10,953	$ 10,068

INVENTORY (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
INVENTORY (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
Disclosure Inventory Abstract
Inventory expense	$ 4,771	$ 11,551

CREDIT FACILITY (Details Narrative) $ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 CAD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2017 CAD ($)
IfrsStatementLineItems [Line Items]
Credit facility	$ 6,841		$ 628	$ 20,000
Credit Facility interest Description	The credit facility bears interest at a rate of 0.75% - 1% plus Canadian prime rate for loans denominated in Canadian dollars and 0.75% - 1% plus US prime rate for loans denominated in US dollars.
Credit commitments	$ 30,000
Interest rate of prime plus	2.00%	2.00%
Credit facility net	$ 7,081		$ 0
Deferred financing fees net	240
Net debt	$ 6,841
A B L Facility [Member]
IfrsStatementLineItems [Line Items]
Credit facility		$ 10,000

DEFERRED REVENUE (Details) - USD ($)
$ in Thousands

6 Months Ended

12 Months Ended

Jun. 30, 2023

Dec. 31, 2022

Deferred Revenue

Sales deposits future delivery of buses

$ 2,018

$ 453

Future delivery of buses

^[1]

1,847

1,929

Deferred revenue

3,865

2,382

Less: current portion

3,865

2,382

Long-term portion of deferred revenue

[1]

PROVISION FOR WARRANTY COST (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Provision For Warranty Cost
Balance at beginning	$ 1,709	$ 1,669
Additions	147	499
Warranty claims applied	(276)	(841)
Change in estimate of warranty provision	(996)	421
Change in foreign exchange	6	(39)
Balance at end	590	$ 1,709
Current warranty provision	506
Warranty provision	$ 84

CURRENT DEBT FACILITIES (Details) - USD ($)
$ in Thousands

Jun. 30, 2023

Dec. 31, 2022

Notes and other explanatory information [abstract]

Unsecured debentures - 2021

^[1]

$ 7,387

$ 6,587

Current debt facilities

$ 7,387

$ 6,587

[1]

CURRENT DEBT FACILITIES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Jun. 15, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Notes and other explanatory information [abstract]
Annual interest	8.00%
Borrowing costs	$ 449
Effective interest rate	24.00%
Interest expense on debt		$ 936	$ 889
Accounts payable and accrued liabilities		$ 1,066		$ 765

CONVERTIBLE DEBT (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
CONVERTIBLE DEBT (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 24, 2023	Jun. 30, 2023
IfrsStatementLineItems [Line Items]
Convertible debts, beginning balance
Change in fair value	$ (154)
Convertible debts, ending balance	2,816		2,816
Host Debentures [Member]
IfrsStatementLineItems [Line Items]
Convertible debts, beginning balance	2,049
Convertible debt principal		2,208
Transactions costs		(159)
Interest accretion	109
Foreign exchange	48
Convertible debts, ending balance	2,206	2,049	2,206
Embedded Derivatives [Member]
IfrsStatementLineItems [Line Items]
Convertible debts, beginning balance	747
Convertible debt principal		747
Transactions costs
Change in fair value	(154)
Interest accretion
Foreign exchange	17
Convertible debts, ending balance	610	747	610
Total Derivatives [Member]
IfrsStatementLineItems [Line Items]
Convertible debts, beginning balance	2,796
Convertible debt principal		2,955
Transactions costs		(159)
Interest accretion	109
Foreign exchange	65
Convertible debts, ending balance	$ 2,816	$ 2,796	$ 2,816

CONVERTIBLE DEBT (Details 1) - Embedded Derivatives [Member]	6 Months Ended
	Jun. 30, 2023
IfrsStatementLineItems [Line Items]
Risk free interest rate, minimum	4.70%
Risk free interest rate, maximum	5.30%
Credit spread	28.30%
Annualized volatility, minimum	1 year 2 months 12 days
Annualized volatility, maximum	2 years 8 months 12 days
Annual dividend rate	0.00%
Annualized volatility, minimum	49.50%
Annualized volatility, maximum	56.10%

CONVERTIBLE DEBT (Details Narrative) $ / shares in Units, $ in Thousands, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 CAD ($) $ / shares	Jun. 30, 2022 USD ($)
IfrsStatementLineItems [Line Items]
Gain on change in fair value	$ 154
Interest expense		$ 936		$ 889
Convertible Debt [Member]
IfrsStatementLineItems [Line Items]
Proceeds from convertible debt		$ 4,000
Convertible debentures issued			$ 1
Interest rate		15.00%	15.00%
Maturity date		Sep. 27, 2024	Sep. 27, 2024
Conversion price \| $ / shares			$ 1.45
Exercise price \| $ / shares			$ 1.45
Gain on change in fair value		$ 154
Interest expense		224
Accounts payable and accrued liabilities	$ 115	$ 115

OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Term loan	$ 5,872
Lease obligation	1,713	1,883
Vehicles	53	69
Current portion of other long-term liabilities	(444)	(449)
Other long-term liabilities	$ 7,194	$ 1,503

OTHER LONG-TERM LIABILITIES (Details 1) $ in Thousands	Jun. 30, 2023 USD ($)
Notes and other explanatory information [abstract]
Lease less than one year	$ 485
Lease one to two years	480
Lease Two to three years	485
Lease three to six years	398
Gross lease liabilities	1,848
Effect of discounting	(135)
Present value of minimum lease payments - total lease liability	1,713
Less: Current portion	(425)
Long-term lease liabilities	$ 1,288

OTHER LONG-TERM LIABILITIES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 15, 2022
IfrsStatementLineItems [Line Items]
Proceeds from lenders	$ 9,000
Loan interest rate		8.00%
Transaction costs incurred	131
Interest expense on loans	239
Borrowings on loans	6,000
Deferred financing fees	128
Carrying value of loan	$ 5,872
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Loan interest rate	3.75%
Top of range [member]
IfrsStatementLineItems [Line Items]
Loan interest rate	5.00%

SHARE CAPITAL (Details)	6 Months Ended
SHARE CAPITAL (Details)	Jun. 30, 2023 Decimal $ / shares
IfrsStatementLineItems [Line Items]
Number of options outstanding	1,330,827
Number of options exercisable	952,910
Range 1 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	166,666
Number of options exercisable	166,666
Exercise price \| $ / shares	$ 2.40
Remaining contractual life	6 months 18 days
Expiry date	Jan. 17, 2024
Range 2 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	233,333
Number of options exercisable	233,333
Exercise price \| $ / shares	$ 1.50
Remaining contractual life	1 year 6 months
Expiry date	Nov. 15, 2024
Range 3 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	16,666
Number of options exercisable	16,666
Exercise price \| $ / shares	$ 1.56
Remaining contractual life	1 year 6 months 21 days
Expiry date	Nov. 28, 2024
Range 4 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	24,999
Number of options exercisable	24,999
Exercise price \| $ / shares	$ 1.20
Remaining contractual life	1 year 10 months 2 days
Expiry date	May 04, 2025
Range 5 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	66,664
Number of options exercisable	66,664
Exercise price \| $ / shares	$ 6.15
Remaining contractual life	2 years 4 months 24 days
Expiry date	Nov. 23, 2025
Range 6 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	333,333
Number of options exercisable	333,333
Exercise price \| $ / shares	$ 6.51
Remaining contractual life	2 years 6 months 14 days
Expiry date	Jan. 11, 2026
Range 7 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	41,666
Number of options exercisable	41,666
Exercise price \| $ / shares	$ 9.36
Remaining contractual life	2 years 7 months 2 days
Expiry date	Jan. 31, 2026
Range 8 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	60,000
Number of options exercisable	40,000
Exercise price \| $ / shares	$ 7.24
Remaining contractual life	2 years 9 months 25 days
Expiry date	Apr. 26, 2026
Range 9 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	40,000
Number of options exercisable	13,333
Exercise price \| $ / shares	$ 2.98
Remaining contractual life	3 years 9 months
Expiry date	Mar. 30, 2027
Range 10 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	250,000
Number of options exercisable
Exercise price \| $ / shares	$ 1.50
Remaining contractual life	2 years 2 months 23 days
Expiry date	Sep. 21, 2025
Range 11 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	97,500
Number of options exercisable	16,250
Exercise price \| $ / shares	$ 1.30
Remaining contractual life	4 years 4 months 28 days
Expiry date	Nov. 24, 2027

SHARE CAPITAL (Details 1) - shares	6 Months Ended	12 Months Ended
SHARE CAPITAL (Details 1) - shares	Jun. 30, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Deferred stock outstanding, beginning balance	623,701	170,791
Deferred stock, issued	342,363	452,910
Deferred stock outstanding, end balance	966,064	623,701

SHARE CAPITAL (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
SHARE CAPITAL (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Issuance of shares warrants exercised shares	925,667	302,555
Share issuance costs	$ 44
Issuance of shares private placement	823	$ 988
Issuance of shares options exercised shares		66,661
Proceeds from exercise of options		$ 75
Stock option granted		40,000
Options vested value	$ 113	$ 24
Stock options expired	249,999
Deferred share units issued	342,363	163,387
Value of deferred share units issued	$ 276	$ 282
Warrants [member]
IfrsStatementLineItems [Line Items]
Share issuance costs		$ 1,283
Warrants Issued for private placement		4,444,445
Proceeds from exercise of warrants		$ 12,000

RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Related Party Balances And Transactions
Salaries and benefits	$ 454	$ 664
Stock-based compensation	361	442
Total	$ 815	$ 1,106

RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Related Party Balances And Transactions
Lease payments	$ 117	$ 97
Depreciation and interest expense of lease	127	88
Accounts payable	$ 0	$ 5

FINANCIAL INSTRUMENTS (Details) - USD ($)
$ in Thousands

Jun. 30, 2023

Dec. 31, 2022

Assets:

Measured At Amortized Cost

^[1]

$ 13,424

$ 4,277

Liabilities:

Amortized Cost

^[2]

26,906

14,109

Fair Value Through Pl

^[3]

$ 610

[1]	Cash and cash equivalents, and trade and other receivables
[2]	Accounts payable and accrued liabilities, current loans, and lease obligations.
[3]	Embedded derivatives related to convertible debt (only financial instrument carried at fair value)

FINANCIAL INSTRUMENTS (Details Narrative) $ in Thousands	6 Months Ended
FINANCIAL INSTRUMENTS (Details Narrative) $ in Thousands	Jun. 30, 2023 USD ($)
Notes and other explanatory information [abstract]
Host debenture	$ 2,206

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Revenue	$ 4,816	$ 11,742	$ 7,466	$ 14,925
Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			5,974	10,287
United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			1,492	4,638
Bus Sales [Member]
IfrsStatementLineItems [Line Items]
Revenue			987	11,819
Bus Sales [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue				7,549
Bus Sales [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			987	4,270
Truck Sales [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,980
Truck Sales [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,980
Truck Sales [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue
Vehicle Sales [Member]
IfrsStatementLineItems [Line Items]
Revenue	$ 3,500	$ 10,117	4,967	11,819
Vehicle Sales [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,980	7,549
Vehicle Sales [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			987	4,270
Spare Part Sales [Member]
IfrsStatementLineItems [Line Items]
Revenue			2,415	3,021
Spare Part Sales [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			1,992	2,738
Spare Part Sales [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			423	283
Operating Lease Revenue [Member]
IfrsStatementLineItems [Line Items]
Revenue			84	85
Operating Lease Revenue [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			2
Operating Lease Revenue [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			82	85
Other Revenue [Member]
IfrsStatementLineItems [Line Items]
Revenue			2,499	3,106
Other Revenue [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			1,994	2,738
Other Revenue [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			$ 505	$ 368

SEGMENT INFORMATION (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
IfrsStatementLineItems [Line Items]
Sales	$ 4,816	$ 11,742	$ 7,466	$ 14,925
First Customers [Member]
IfrsStatementLineItems [Line Items]
Sales			3,984	5,599
Second Customers [Member]
IfrsStatementLineItems [Line Items]
Sales			$ 987	4,474
Third Customers [Member]
IfrsStatementLineItems [Line Items]
Sales				$ 1,581