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: November 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of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 nine months ended September 30, 2023.

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three and nine months ended September 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 November 13, 2023 - Vicinity Motor Corp. Reports Third Quarter 2023 Financial Results.

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: November 13, 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 nine months ended September 30, 2023 and 2022

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)


	Note		September 30, 2023			December 31, 2022
			$			$

Current Assets
Cash and cash equivalents				1,969			1,622
Trade and other receivables				7,498			2,655
Inventory		3		13,654			10,068
Prepaids and deposits				11,812			3,801

				34,933			18,146
Long-term Assets
Intangible assets				14,385			14,273
Property, plant, and equipment		4		23,258			22,613

				72,576			55,032

Current Liabilities
Accounts payable and accrued liabilities				5,663			4,942
Credit facility		5		9,462			628
Current portion of deferred revenue		6		4,324			2,382
Current portion of provision for warranty cost		7		563			1,585
Current debt facilities		8		4,419			6,587
Convertible debt		9		3,029			—
Current portion of other long-term liabilities				448			449

				27,908			16,573

Long-term Liabilities
Other long-term liabilities		10		13,789			1,503
Provision for warranty cost		7		129			124

				41,826			18,200

Shareholders’ Equity
Share capital		11		76,806			75,983
Contributed surplus		11		7,787			7,088
Accumulated other comprehensive (loss) income				1,324			1,403
Deficit				(55,167	)		(47,642	)

				30,750			36,832

				72,576			55,032

NATURE OF OPERATIONS AND LIQUIDITY RISK (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 September 30, 2023			For the three months ended September 30, 2022			For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
			$			$			$			$

Revenue
Vehicle sales		14		5,196			363			10,164			12,182
Other		14		1,295			1,152			3,793			4,258
				6,491			1,515			13,957			16,440

Cost of sales		4		(5,980	)		(1,749	)		(11,379	)		(15,441	)

Gross profit (loss)				511			(234	)		2,578			999

Expenses
Sales and administration				2,596			2,527			6,551			7,278
Stock-based compensation		11		70			250			459			712
Amortization				205			656			623			1,975
Interest and finance costs		8,9,10		1,520			589			3,160			1,775
Change in fair value of embedded derivatives		9		129			—			(25	)		—
Gain on modification of debt		8		(492	)		—			(492	)		(803	)
Foreign exchange (gain) loss				872			3,098			(182	)		3,882

				4,900			7,120			10,094			14,819

Loss before taxes				(4,389	)		(7,354	)		(7,516	)		(13,820	)

Current income tax expense				—			91			9			300
Net loss				(4,389	)		(7,445	)		(7,525	)		(14,120	)

Loss per share
Basic & diluted				(0.10	)		(0.19	)		(0.17	)		(0.37	)

Weighted average number of common shares outstanding
Basic and diluted⁽¹⁾				45,584,188			38,307,728			45,584,188			38,307,728

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 September 30, 2023			For the three months ended September 30, 2022			For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
	$			$			$			$
Net loss		(4,389	)		(7,445	)		(7,525	)		(14,120	)

Other comprehensive loss items that may be reclassified subsequently to net (loss) income
Exchange differences on translation of foreign operations		678			1,553			(79	)		1,883
Total other comprehensive (loss) income		678			1,553			(79	)		1,883
Total comprehensive loss		(3,711	)		(5,892	)		(7,604	)		(12,237	)

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					—		(1,162	)		—			—			—			(1,162	)
Share issuance costs – agent warrants					—		(152	)		152									—
Warrants					—		—			444			—			—			444
Stock-based compensation		11.4-11.5			—		—			712			—			—			712
Other comprehensive loss					—		—			—			1,883			—			1,883
Net loss					—		—			—			—			(14,120	)		(14,120	)
Balance, September 30, 2022					39,760,040		69,827			7,320			1,732			(43,814	)		35,065

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	)
Warrants		11.3			—		—			240			—			—			240
Stock-based compensation		11.4-11.5			—		—			459			—			—			459
Other comprehensive loss					—		—			—			(79	)		—			(79	)
Net loss					—		—			—			—			(7,525	)		(7,525	)
Balance, September 30, 2023					45,667,706		76,806			7,787			1,324			(55,167	)		30,750

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, In thousands of US dollars)


			Nine months ended			Nine months ended
	Note		September 30, 2023			September 30, 2022
OPERATING ACTIVITIES				$			$

Net loss for the year				(7,525	)		(14,120	)
Items not involving cash:
Loss on disposal of property and equipment				—			27
Gain on modification of debt				(492	)		(803	)
Amortization				909			2,212
Foreign exchange loss				1,194			4,065
Interest and finance costs		8,9		3,160			1,775
Change in fair value of embedded derivatives				(25	)		—
Stock-based compensation		11		459			712
				(2,320	)		(6,132	)
Changes in non-cash items:
Trade and other receivables				(4,834	)		(659	)
Inventory		3		(3,760	)		989
Prepaids and deposits				(8,127	)		(1,615	)
Accounts payable and accrued liabilities				793			3,609
Deferred consideration				—			(38	)
Deferred revenue		6		1,960			(637	)
Warranty provision		7		(1,016	)		85
Taxes paid				(9	)		(300	)
Interest paid				(1,695	)		(524	)
Cash used in operating activities				(19,008	)		(5,222	)

INVESTING ACTIVITIES
Purchase of intangible assets				(341	)		(553	)
Proceeds from government subsidy				—			817
Purchase of property and equipment				(1,285	)		(10,471	)
Proceeds on disposal of property and equipment				—			252
Cash used in investing activities				(1,626	)		(9,955	)

FINANCING ACTIVITIES
Proceeds from issuance of common shares		11		867			13,063
Share issuance costs		11		(44	)		(1,162	)
Proceeds of credit facility		5		8,753			659
Proceeds from convertible debt		9		2,939			—
Convertible debt financing fees		9		(159	)		—
Proceeds from long-term loans		10		8,868			—
Repayment of long-term loans				(206	)		(317	)
Cash provided in financing activities				21,018			12,243
Effect of foreign exchange rate on cash				(37	)		(353	)
Increase (decrease) in cash and cash equivalents				347			(3,287	)
Cash and cash equivalents, beginning				1,622			4,402
Cash and cash equivalents, ending				1,969			1,115

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

1. NATURE OF OPERATIONS AND LIQUIDITY RISK

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.

As at September 30, 2023, the Company had working capital (current assets less current liabilities) of $7,025 compared to working capital of $1,573 as at December 31, 2022. For the nine months ended September 30, 2023, the Company incurred a net loss of $7,525 (September 30, 2022: $14,120) and used cash in operations of $19,008 (September 30, 2022: $5,222) of which $8,127 was used for prepaids and deposits and $3,760 related to build up of inventory. Revenues for the nine months ended September 30, 2023, totalled $13,957 (September 30, 2022: $16,440).

In February 2023, the Company obtained $30 million 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 facility will expire in February 2024 and may be renewed on a yearly basis at the discretion of the lenders. As at September 30, 2023, $9,597 has been drawn on this facility (note 5). The Company also has an asset-based lending facility from Royal Bank of Canada for C$10 million that expires in February 2024 (note 5). The Company also has convertible debt of C$4 million plus interest that matures September 27, 2024 (note 9) and unsecured debentures of C$11,948 (note 8) at September 30, 2023 that is repayable with C$2,987 principal payments due in both April and July of 2024, with the remainder and interest payable due on October 4, 2024.

Based on the Company’s cash on hand and working capital; its forecasted sales and resulting cash flows for the next twelve months; the expected renewal of the $30 million credit commitments and C$10 million asset-based lending facility in February 2024, as well as the repayments of the convertible debentures and the unsecured debentures, the Company estimates that it will have sufficient liquidity to meet its working capital requirements for at least the next twelve months from September 30, 2023.

2. BASIS OF PRESENTATION

The following companies are consolidated with Vicinity Motor Corp. as at September 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.

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 November 10, 2023.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

BASIS OF PRESENTATION (continued)

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.

Use of estimates and judgments

The preparation of the consolidated financial statements 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.

Fair value of embedded derivatives

During the current period the Company entered into the convertible debt arrangement and accordingly the following are new estimates and judgements. The Company is required to determine the fair value of embedded derivatives. Fair value of embedded derivatives are determined using valuation techniques and require estimates of as at the reporting period date as the financial instruments are not traded in an active market as disclosed in Note 9.

Going concern

Judgement is required in determining if disclosure of a materiality uncertainty related to events or conditions which might cast significant doubt on the Company’s ability to continue as a going concern is required in the notes to the consolidated financial statements. In management’s judgement, such a disclosure is not required. The judgement is depending on management’s expectations of revenue, future net cash flows for the year ending December 31, 2024, renewing existing debt facilities and financial obligations due within the next 12 months.

3. INVENTORY

Schedule of inventory


	September 30, 2023		December 31, 2022
	$		$
Finished goods		4,538		3,355
Work in progress - vehicles		7,312		4,785
Parts for resale		1,804		1,928
Total Inventory		13,654		10,068

As at September 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 nine months ended September 30, 2023, the Company recognized $9,106 as the cost of inventory included as an expense in cost of sales (September 30, 2022: $12,438).

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

4. PROPERTY AND EQUIPMENT

During the nine months ended September 30, 2023, the Company completed construction and received its certificate of occupancy for its US manufacturing campus in Ferndale, Washington. The building started being amortised during the three months ended September 30, 2023 as the building was capable of operating in the manner intended by management and the expense is recorded in cost of goods sold.

5. 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 nine months ended September 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 2024 and may be renewed on a yearly basis at the discretion of the lender.

As at September 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 September 30, 2023, the Company has not borrowed over 75% of its availability.

During the nine months ended September 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 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 September 30, 2023, the Company had drawn $9,597 on this facility (December 31, 2022: $nil). The Company also recorded $135 in deferred financing fees against the carrying value of the debt for a net balance at September 30, 2023 of $9,462. 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 September 30, 2023, the Company is in compliance with all covenants.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

6. DEFERRED REVENUE

Schedule of deferred revenue

		September 30, 2023		December 31, 2022
		$		$
Sales deposits – future delivery of buses			2,512		453
Future delivery of buses	(a)		1,812		1,929
Deferred revenue			4,324		2,382
Less: current portion			4,324		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 the 8 new buses which is expected within the next 12 months. As a result, the Company has recognized $122 as lease revenue (September 30, 2022: $127) and has a deferred revenue balance of $1,812 as at September 30, 2023.

7. 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 nine months ended September 30, 2023, the Company recorded warranty expense of $287 (September 30, 2022 - $458) as part of its cost of sales in connection with sales completed during the nine months. During the nine months ended September 30, 2023, $394 of warranty costs (September 30, 2022 - $676) 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		287
Warranty claims applied		(394	)
Change in estimate of warranty provision		(922	)
Change in foreign exchange		12
Balance at September 30, 2023		692
Less: Current portion		563
Long-term portion of warranty provision		129

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

8. CURRENT DEBT FACILITIES

Schedule of current debt facilities

		September 30, 2023		December 31, 2022
		$		$
Unsecured debentures - 2021	(a)		4,419		6,587
			4,419		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. 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. On September 25, 2023, the maturity date of the debentures was extended with C$1,648 of accrued interest being added to the principal with the new principal amount being C$11,948. The facility is repayable with 25% (C$2,987) principal payments due in April and July of 2024, with the remainder and interest payable due on October 4, 2024. As a result, a gain of $492 on modification of debt was recorded during the nine months ended September 30, 2023. In connection with the extension, the Company cancelled 1,000,000 warrants from the previous agreement. On extension the Company issued 1,500,000 warrants to purchase common shares at an exercise price of C$1.33 per share. The value of these warrants was incorporated in the $492 gain on modification of debt. The warrants expire on October 4, 2024.

As a result of the extension on September 25, 2023, the interest rate increased from 8% to 13% annual interest paid at maturity. Borrowing costs of $449 were recorded on June 15, 2022, and an additional $240 in borrowing costs on extension on September 25, 2023; the debt has an effective interest rate of 24%.

During the nine months ended September 30, 2023, the Company incurred $1,465 in interest expense (September 30, 2022 - $1,316) on this loan, $nil (December 31, 2022: $765) is included in accounts payable and accrued liabilities as at September 30, 2023.

9. 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 Warrant 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.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

CONVERTIBLE DEBT (continued)

	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			(25	)		(25	)
Interest accretion		240			—			240
Foreign exchange		1			17			18
As at September 30, 2023		2,290			739			3,029

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

Schedule of assumption

	Assumptions

Risk-free interest rate		5.1 – 5.5%
Credit spread		28.1	%
Expected life of options		1.0 – 2.5 years
Annual dividend rate		0	%
Annualized volatility		47.8 – 51.1%

For the nine months ended September 30, 2023, the change in fair value resulted in a gain of $25 recognized in the statement of loss. The Company incurred $469 in interest expense on the convertible debentures, $229 is included in accounts payable and accrued liabilities as at September 30, 2023.

10. OTHER LONG-TERM LIABILITIES

Schedule of lease obligation

		September 30, 2023			December 31, 2022
		$			$
Unsecured debentures - 2021	(a)		8,081			6,587
Term loan	(b)		8,876			—
Lease obligation	(c)		1,653			1,883
Vehicles			45			69
Less: Current portion			(4,866	)		(7,036	)
			13,789			1,503

Unsecured debentures

On September 25, 2023, the maturity date of the debentures was extended to October 4, 2024, with the extension being treated as a modification of debt. (Note 8)

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

10.

OTHER LONG-TERM LIABILITIES (continued)

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 until maturity on May 20, 2030. 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 September 30, 2023, the Company is in compliance with all covenants.

During the nine months ended September 30, 2023, the Company incurred $664 of interest expense on this loan. As at September 30, 2023, the Company had borrowed $9,000 of this loan. The Company also recorded $124 in deferred financing fees against the carrying value of the loan for a net balance at September 30, 2023 of $8,876.

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

	September 30, 2023
	$
Undiscounted minimum lease payments:
Less than one year		490
One to two years		495
Two to three years		491
Three to six years		301
		1,777
Effect of discounting		(124	)
Present value of minimum lease payments – total lease liability		1,653
Less: Current portion		(433	)
Long-term lease liabilities		1,220

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 agreements for vehicles expiring on November 30, 2025 and March 15, 2029.

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 nine months ended September 30, 2023 are as follows:

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

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

11.

SHARE CAPITAL (continued)

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

During the nine months ended September 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 nine months ended September 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 nine months ended September 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

Share Purchase Warrants

A summary of the Company’s share purchase warrants are as follows:

Schedule of Share Purchase Units

	Number of Warrants			Weighted Average Exercise Price
				C$
Outstanding, December 31, 2021		2,407,304			6.64
Issued		5,577,778			3.84
Cancelled		(412,000	)		—
Outstanding, December 31, 2022		7,573,082			4.53
Cancelled		(1,000,000	)		—
Issued		1,500,000			1.33
Outstanding, September 30, 2023		8,073,082			4.22

During the nine months ended September 30, 2023, the Company issued 1,500,000 warrants as part of a debt extension agreement (Note 8) with an exercise price of C$1.33. The warrants expire on October 4, 2024. 1,000,000 warrants from the previous extension on June 15, 2022, were cancelled.

During the nine months ended September 30, 2022, the Company issued 4,444,445 warrants and 133,333 agent warrants, as part of a private placement agreement with exercise prices of $2.97 and $3.36, respectively. The warrants expire 3 years and 2 years, respectively, from the date of closing of the placement.

During the nine months ended September 30, 2022, the Company issued 1,000,000 warrants as part of a debt extension agreement (Note 8) with an exercise price of C$2.25. The warrants expire on October 4, 2023.

11.4

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 nine months ended September 30, 2022, the Company granted 290,000 stock options to executives and directors to purchase common shares of the Company with an exercise price ranging from C$1.50 to C$2.98 per common share and expiring in three to five years. These stock options vest over one to three years.

During the nine months ended September 30, 2023, the Company recognized $39 (September 30, 2022 - $56) on the grant and vesting of options to directors, consultants and employees.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

11.

SHARE CAPITAL (Continued)

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

Schedule of stock options outstanding

	Options Outstanding		Options Exercisable		Exercise Price		Remaining Contractual Life (Years)		Expiry Date
					C$

January 17, 2019		166,666		166,666		2.40		0.30	January 17, 2024
November 15, 2019		233,333		233,333		1.50		1.13	November 15, 2024
November 28, 2019		16,666		16,666		1.56		1.16	November 28, 2024
May 4, 2020		24,999		24,999		1.20		1.59	May 4, 2025
November 23, 2020		66,664		66,664		6.15		2.15	November 23, 2025
January 12, 2021		333,333		333,333		6.51		2.28	January 11, 2026
February 1, 2021		41,666		41,666		9.36		2.34	January 31, 2026
April 27, 2021		60,000		40,000		7.24		2.57	April 26, 2026
March 31, 2022		40,000		20,000		2.98		3.50	March 30, 2027
November 25, 2022		92,500		15,417		1.30		4.15	November 24, 2027

Total		1,075,827		958,744

During the nine months ended September 30, 2023, 504,999 stock options were forfeited or expired.

11.5

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		492,757
Outstanding, September 30, 2023		1,116,458

During the nine months ended September 30, 2023, the Company issued 492,757 DSUs (September 30, 2022 – 304,473) to board members of the Company that vest upon the board members separation date from the Board of Directors.

During the nine months ended September 30, 2023, the Company recorded $420 (September 30, 2022 - $426) as stock-based compensation for the fair value of the DSUs issued.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

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:

	Nine months ended		Nine months ended
	September 30, 2023		September 30, 2022
	$		$
Salaries and benefits		678		925
Stock-based compensation		425		687
		1,103		1,612

During the nine months ended September 30, 2023 the Company paid $184 in lease payments to a company owned by a director. $190 was recognized as depreciation and interest expense on the right of use asset and lease liability.

During the nine months ended September 30, 2022 the Company paid $158 in lease payments to a company owned by a director. $155 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 September 30, 2023, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $3 (September 30, 2022 - $1).

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 September 30, 2023 is $2,290 if it was a standalone instrument.

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

	September 30, 2023		December 31, 2022
	$		$
Assets:
Measured at amortized cost (i)		9,467		4,277
Liabilities:
Amortized cost (ii)		36,071		14,109
Fair value through P&L (iii)		739		—

(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)

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2023 and September 30, 2022

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

13.

FINANCIAL INSTRUMENTS (continued)

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.

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

	Nine months ended September 30, 2023						Nine months ended September 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		2,109		1,352		3,461		7,912		4,270		12,182
Truck Sales		6,703		—		6,703		—		—		—
Vehicle Sales		8,812		1,352		10,164		7,912		4,270		12,182

Spare part sales		3,062		597		3,659		3,599		532		4,131
Operating lease revenue		25		109		134		—		127		127
Other revenue		3,087		706		3,793		3,599		659		4,258

Total Revenue		11,899		2,058		13,957		11,511		4,929		16,440

During the nine months ended September 30, 2023, the Company had sales of $4,163 and $2,510 to two end customers, representing 30% and 18% of total sales, respectively. During the nine months ended September 30, 2022, the Company had sales of $5,962, $4,653, and $1,581 to three end customers representing 36%, 28% and 10% of total sales, respectively.

15. COMMITMENTS AND CONTINGENCIES

The Company entered into a production agreement with its manufacturers whereby the parties have agreed to a specified production volume. Future payments as at September 30, 2023 are $35,408 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 nine months ended September 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 nine months ended September 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 actual events may vary from management’s expectations. Vicinity’s public disclosure statements are available on SEDAR PLUS at www.sedarplus.ca. This MD&A has been prepared as of November 10, 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, vehicle market acceptance, warranty claims 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 and supply 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, market prices and supply for parts and materials, the success of Vicinity’s operational strategies, the vehicle assembly facility in the State of Washington being capable of operating in the manner intended by management, the effect of the COVID-19 pandemic and other macro economic factors 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”.

Third Quarter and Subsequent Highlights

	●	Order backlog as of September 30, 2023 exceeded $150 million, of which electric vehicles accounted for over 75%.

	●	Securing new VMC 1200 distribution agreements to establish new dealerships in strategic markets across Canada, including one new dealership in Quebec, with several additional currently in the LOI stage with agreements currently being finalized.

	●	Partnered with automated driving software platform provider ADASTEC to create an SAE Level-4 automated Vicinity Lighting EV transit bus (the Vicinity Autonomous Lightning EV) for the North American market, signing agreements to deploy a vehicle at both Michigan State University and the Buffalo Niagara Medical Campus in mid-2024.

	●	Secured new orders for four (4) Vicinity™ Classic Clean Diesel Buses from the Village of New Square, New York and four (4) Vicinity™ Classic Clean Diesel Buses from Simcoe County, Ontario, marking Simcoe’s 7th re-order from Vicinity.

	●	Extended the maturity of a CAD$10.3 million debt due October 2023 by one year with final payment due October 2024.

	●	Revenue for the three months ended September 30, 2023 of $6,491 compared to $1,515 for the three months ended September 30, 2022.

	●	Deliveries of twenty-six (26) Vicinity trucks and eight (8) Vicinity buses for the three months ended September 30, 2023 compared to deliveries of two (2) Vicinity buses for the three months ended September 30, 2022.

	●	Net loss for the three months ended September 30, 2023 of $4,389 compared to net loss of $7,354 for the three months ended September 30, 2022.

	●	Adjusted EBITDA loss for the three months ended September 30, 2023 of $1,943 compared to an adjusted EBITDA loss of $2,677 for the three months ended September 30, 2022 (see “Non-GAAP and Other Financial Measures”).

	●	Revenue for the nine months ended September 30, 2023 of $13,957 compared to $16,440 for the nine months ended September 30, 2022.

	●	Deliveries of sixty-five (65) Vicinity trucks and eleven (11) Vicinity buses for the nine months ended September 30, 2023 compared to deliveries of forty-two (42) Vicinity buses, and one (1) bus from the lease pool for the nine months ended September 30, 2022.

	●	Net loss for the nine months ended September 30, 2023 of $7,525 compared to net loss of $14,120 for the nine months ended September 30, 2022.

	●	Adjusted EBITDA loss for the nine months ended September 30, 2023 of $3,687 compared to an adjusted EBITDA loss of $6,014 for the nine months ended September 30, 2022 (see “Non-GAAP and Other Financial Measures”).

The Company reports results for the three months ended September 30, 2023 including deliveries of twenty-six (26) Vicinity trucks and eight (8) Vicinity buses, revenue of $6,491, net loss of $4,389 and gross profit of $511 which was 8% of revenue (see “Non-GAAP and Other Financial Measures”). Results for the three months ended September 30, 2022 included deliveries of two Vicinity buses, revenue of $1,515, net loss of $7,445 and gross margin loss of $234 which was (15%) of revenue (see “Non-GAAP and Other Financial Measures”). The gross margin for the three months ended September 30, 2022 was negatively affected by product mix and the low volume of buses delivered. 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 2022 and 2023 expected deliveries.

Business Overview

Corporate Update

“The third quarter was highlighted by the successful delivery of twenty-six (26) VMC 1200 electric trucks to our customer base and the continued diversification of our distribution network across North America,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “Currently, in addition to our recently announced new dealerships in Quebec, we have several additional LOIs in place to formalize new EV-specific dealerships, expanding the VMC 1200 sales and service coverage in strategic markets across Canada. Our new partners have strong fleet services know-how that supports local business and government customers - making them well suited to drive the future electrification of their client’s commercial fleets. Our new dealerships will target an underserved market with a compelling product at an extremely attractive price point, which is further reduced through Canadian federal and provincial rebates.

“During the quarter we partnered with automated driving software platform provider ADASTEC to create an SAE Level-4 automated Vicinity Lighting EV transit bus, the Vicinity Autonomous Lightning EV, for the North American market. The collaboration marks a substantial leap in the realm of transportation, with a strong emphasis on automated, connected, and shared solutions – driving innovation, accessibility, and sustainability. The partnership brings together our expertise in medium-duty, accessible, fully electrified low-floor transit vehicles with ADASTEC’s SAE Level-4 automated driving software platform. Together, we aim to revolutionize the mobility sector and make a lasting impact on communities and passengers. To this end, we signed agreements with Michigan State University and the Buffalo Niagara Medical Campus to deploy initial Vicinity Autonomous Lightning Electric transit buses.

“Turning to the transit bus business, this side of the business continues to help grow our backlog and serve as a foundational building block of our revenue mix. Our seventh order with Simcoe County, Ontario illustrated our commitment to building long-term, multi-order relationships and why we continue to serve as the dominant Canadian supplier in the mid-sized heavy-duty bus market. A new purchase with the Village of New Square, New York demonstrates our ability to serve both large public transportation systems and small communities, fulfilling immediate needs and positioning us to address an incredibly wide variety of customer needs.

“To support demand, our new U.S. manufacturing campus in Ferndale, Washington began production during the quarter to tackle the fulfillment of our growing order backlog which, as of September 30th, exceeded US$150 million. We celebrated its opening with a grand opening ceremony attended by Washington Governor Jay Inslee. The facility is designed to meet our current and future production needs for both buses and Class 3 VMC 1200 electric trucks. With a recently added $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, we are aggressively building out our VMC 1200 dealer network continent-wide and ramping up production in our Ferndale facility to address the significant demand for this exciting new product. With improving margins, a growing sales funnel and strong backlog, we are positioning Vicinity for future success. We continue to see strong macro-economic tailwinds, with commercial EV adoption continuing to accelerate, supported by generous incentives throughout Canada. To seize this opportunity, we will remain laser-focused on scaling production in Ferndale in the fourth quarter and beyond, executing against our robust US$150+ million order backlog. I look forward to continued operational execution in the quarters to come as we strive to create sustainable, long-term value for my fellow 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.

In September 2023, VMC announced an order from Simcoe County, Ontario, Canada for four Vicinity™ Classic buses marking the County’s 7th re-order from Vicinity.

In September 2023, VMC announced the amendment and extension of a CAD$ 10.3 million debenture with principal being repaid in quarterly tranches starting in April of 2024 and ending in October of 2024. Along with the amendment, VMC cancelled 1 million warrants issued to the lender and issued 1.5 million new warrants.

In September 2023, VMC announced an order from the Village of New Square, New York for four (4) Vicinity™ Classic buses.

In September 2023, VMC announced the signing of a distribution agreement for VMC 1200 EV trucks with Quebec based owners of Lussier Chevrolet Buick GMC Ltd with an initial order of 25 trucks and a first year sales target of 100 trucks.

In October 2023, VMC announce a partnership with ADASTEC for automated transit buses to create an SAE Level-4 automated Vicinity Lighting EV transit bus, the Vicinity Autonomous Lightning EV, for the North American market. VMC also announced orders from Michigan State University and the Buffalo Niagara Medical Campus to deploy initial Vicinity Autonomous Lightning Electric transit buses.

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 for mid-size heavy duty buses 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 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 and the facility is operational. The Company received its certificate of occupancy in March 2023 with the installation of electrical components that were delayed through supply chain issues. VMC has finalized 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.

Funding announcements in both the U.S. and Canada have shown 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. Orders 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 and the introduction of the 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 2024, with potential deliveries in late 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 in production and available 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.

Aftermarket parts sales are expected to continue to increase as Vicinity’s bus fleets get older and new vehicles are placed into service.

Tariffs, Invasion of Ukraine, Conflict in the Middle East, 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 and the conflict in the Middle East. VMC does not have direct suppliers based in either Russia, Ukraine, or the Middle East, 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 manufacturing and supply chain capabilities, and economic activity.

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 September 30, 2023			3 months ended September 30, 2022			9 months ended September 30, 2023			9 months ended September 30, 2022
(US dollars in thousands – unaudited)	$			$			$			$
Net loss		(4,389	)		(7,445	)		(7,525	)		(14,120	)
Add back
Stock based compensation		70			250			459			712
Interest		1,520			589			3,160			1,775
Gain on modification of debt		(492	)		—			(492	)		(803	)
Change in fair value of embedded derivatives		129			—			(25	)		—
Foreign exchange (gain) loss		872			3,098			(182	)		3,882
Amortization		347			731			909			2,213
Income tax		—			91			9			300
Loss on disposal of property and equipment		—			9			—			27
Adjusted EBITDA		(1,943	)		(2,677	)		(3,687	)		(6,014	)

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.

	Three months ended September 30, 2023		Three months ended December 31, 2022
(US dollars in thousands – unaudited)	$		$
Current Assets		34,933		18,146
Current Liabilities		27,908		16,573

Working Capital		7,025		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)	Q3 2023 $			Q2 2023 $			Q1 2023 $			Q4 2022 $			Q3 2022 $			Q2 2022 $			Q1 2022 $			Q4 2021 $
Revenue		6,491			4,816			2,649			2,035			1,515			11,742			3,183			2,330
Gross profit (loss)		511			1,593			473			(560	)		(234	)		1,024			210			(316	)
Net loss		(4,389	)		(701	)		(2,436	)		(3,828	)		(7,445	)		(3,789	)		(2,887	)		(4,782	)
Basic and diluted earnings (loss) per share		(0.10	)		(0.02	)		(0.05	)		(0.08	)		(0.19	)		(0.10	)		(0.08	)		(0.14	)

Cash and cash equivalents		1,969			7,264			1,783			1,622			1,115			9,357			11,016			4,402
Working capital		7,025			6,775			2,716			1,573			2,075			8,250			8,664			1,405
Total assets		72,576			68,327			56,522			55,032			58,272			65,762			73,268			53,993
Non-current financial liabilities		13,918			10,094			4,176			1,627			7,962			8,349			1,035			347

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 Nine Months Ended September 30, 2023 Earnings Review

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

Revenue		6,491			1,515
Gross profit (loss)		511			(234	)
Net loss		(4,389	)		(7,445	)
Basic and diluted earnings (loss) per share		(0.10	)		(0.19	)

Revenue

Revenue for the three months ended September 30, 2023 was $6,491 compared to $1,515 for the three months ended September 30, 2022, representing a 328% increase mainly due to product mix. This represented deliveries of twenty-six (26) trucks and eight (8) buses versus two (2) buses in the previous period.

Gross Profit

Gross profit for vehicle sales and other revenue for the three months ended September 30, 2023 was $511 or a gross margin of 8% of revenue as compared to the three months ended September 30, 2022, which had a gross loss of $234 or negative 15% of revenue (see “Non-GAAP and Other Financial Measures”). 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 deliveries during 2022 and into 2023.

Net Loss

Net loss for the three months ended September 30, 2023, was $4,389 compared to a net loss of $7,445 for the three months ended September 30, 2022. Net loss decrease of $3.1 million for the three months ended September 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 and $2.2 million due to less foreign exchange loss realized in 2023 compared to 2022. Foreign exchange losses 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)	9 months ended September 30, 2023 $			9 months ended September 30, 2022 $

Revenue		13,957			16,440
Gross profit		2,578			999
Net loss		(7,525	)		(14,120	)
Basic and diluted earnings (loss) per share		(0.17	)		(0.37	)

Revenue

Revenue for the nine months ended September 30, 2023 was $13,957 compared to $16,440 for the nine months ended September 30, 2022, representing a 15% decrease. This represented deliveries of sixty-five (65) trucks and eleven (11) buses versus deliveries of forty-two (42) buses, and one (1) bus from the lease pool in the previous period.

Gross Profit

Gross profit for vehicle sales and other revenue for the nine months ended September 30, 2023 was $2,578 or 18% of revenue as compared to the nine months ended September 30, 2022, which had a gross profit of $999 or 6% of revenue (see “Non-GAAP and Other Financial Measures”). The gross profit for the nine months ended September 30, 2023 was positively affected by an expired warranty adjustment of $922 during the period. Excluding these adjustments, the gross margin for the nine months ended September 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 nine months ended September 30, 2023, was $7,525 compared to a net loss of $14,120 for the nine months ended September 30, 2022. Net loss decreased for the nine months ended September 30, 2023, mainly as a result of higher gross profits on sales ($1.6M), and a foreign exchange gain for the nine months ended September 30, 2023 that was $4.1M higher than the nine months ended September 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)	September 30, 2023 $		December 31, 2022 $

Cash and cash equivalents		1,969		1,622
Working capital		7,025		1,573
Total assets		72,576		55,032
Non-current financial liabilities		13,918		1,627

Vicinity has working capital of $7,025 as of September 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 mainly from the issuance of a new term loan entered into in May of 2023. During the three months ended September 30, 2023, Vicinity reclassified a portion of the unsecured debentures from current to long-term liabilities on extension of the debt. Vicinity had a cash and cash equivalents balance of $1,969 as at September 30, 2023 compared to $1,622 as at December 31, 2022.

Cash used in operating activities during the nine months ended September 30, 2023 was $19,008 compared to cash used of $5,222 during the nine months ended September 30, 2022. The decrease of $13,786 from the previous year was mainly due to the change in non-cash working capital items. In the nine months ended September 30, 2023, the main changes in non-cash working capital were for inventory build up for future sales in the next 12 months with $8,127 used for prepaids and deposits and $3,760 related to inventory purchases. The cash used in operations before non-cash working capital adjustments and taxes and interest paid was $2,320 for the nine months ended September 30, 2023 and $6,132 in cash used for the nine months ended September 30, 2022.

For the nine months ended September 30, 2023, investing activities used cash of $1,626 compared to the nine months ended September 30, 2022, where investing activities used cash of $9,955. The decrease of cash used of $8,329 from the previous year was due to decreased spending on the Company’s new manufacturing facility in Ferndale, Washington for the nine months ended September 30, 2023, as the spending at the facility was substantially completed in March of 2023.

For the nine months ended September 30, 2023, financing activities provided cash of $21,018 compared to the nine months ended September 30, 2022, where financing activities provided cash of $12,243. Proceeds from convertible debt, the credit facility and a term loan in 2023 resulted in the increase of cash provided for the nine months ended September 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 and note 10 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:

	Nine months ended		Nine months ended
	September 30, 2023		September 30, 2022
Salaries and Benefits	$	678	$	925
Share based payments		425		687
	$	1,103	$	1,612

During the nine months ended September 30, 2023 the Company paid $184 in lease payments to a company owned by the Chief Executive Officer. $190 was recognized as depreciation and interest expense on the right of use asset and lease liability.

During the nine months ended September 30, 2022 the Company paid $158 in lease payments to a company owned by the Chief Executive Officer. $155 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 September 30, 2023, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $3 (September 30, 2022 - $1).

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 2 of the consolidated financial statements for the year ended December 31, 2022 and note 2 of the unaudited interim condensed consolidated financial statements.

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:

	Nine months ended September 30, 2023						Nine months ended September 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		2,109		1,352		3,461		7,912		4,270		12,182
Truck Sales		6,703		—		6,703		—		—		—
Vehicle Sales		8,812		1,352		10,164		7,912		4,270		12,182

Spare part sales		3,062		597		3,659		3,599		532		4,131
Operating lease revenue		25		109		134		—		127		127
Other revenue		3,087		706		3,793		3,599		659		4,258

Total Revenue		11,899		2,058		13,957		11,511		4,929		16,440

Outstanding Share Data

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

8,073,082 warrants

1,116,458 deferred share units

1,075,827 stock options

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 September 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 July 1, 2023, and ended on September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 13, 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: November 13, 2023

/s/ Danial Buckle

Danial Buckle,

CFO

Exhibit 99.5

Vicinity Motor Corp. Reports Third Quarter 2023 Financial Results

New Dealerships Expanding VMC 1200 Distribution Network Across North America

VANCOUVER, BC / November 13, 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 third quarter ended September 30, 2023.

Third Quarter 2023 and Subsequent Operational Highlights

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

Revenue increased to $6.5 million in the third quarter of 2023, primarily driven by the delivery of twenty-six (26) VMC 1200 all-electric trucks and eight (8) Vicinity Classic transit buses.

Securing new VMC 1200 distribution agreements to establish new dealerships in strategic markets across Canada, including one new dealership in Quebec, with several additional currently in the LOI stage with agreements currently being finalized.

Partnered with automated driving software platform provider ADASTEC to create an SAE Level-4 automated Vicinity Lighting EV transit bus (the Vicinity Autonomous Lightning EV) for the North American market, signing agreements to deploy a vehicle at both Michigan State University and the Buffalo Niagara Medical Campus in mid-2024.

Secured new orders for four Vicinity™ Classic Clean Diesel Buses from the Village of New Square, New York and four Vicinity™ Classic Clean Diesel Buses from Simcoe County, Ontario, marking Simcoe’s 7^th re-order from Vicinity.

Attended leading industry and investor conferences internationally, including the American Public Transportation Association (APTA) TRANSform Conference & EXPO, the Fully Charged LIVE Canada event, and the LD Micro Main Event Investor Conference.

Management Commentary

“The third quarter was highlighted by the successful delivery of twenty-six (26) VMC 1200 electric trucks to our customer base and the continued diversification of our distribution network across North America,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “Currently, in addition to our recently announced new dealership in Quebec, we have several additional LOIs in place to formalize new EV-specific dealerships, expanding the VMC 1200 sales and service coverage in strategic markets across Canada. Our new partners have strong fleet services know-how that supports local business and government customers - making them well suited to drive the future electrification of their client’s commercial fleets. Our new dealerships will target an underserved market with a compelling product at an extremely attractive price point, which is further reduced through Canadian federal and provincial rebates.

“Turning to the transit bus business, it continues to help grow our backlog and serve as a foundational building block of our revenue mix. Our seventh order with Simcoe County, Ontario illustrated our commitment to building long-term, multi-order relationships and why we continue to serve as the dominant Canadian supplier in the mid-sized heavy-duty bus market. A new purchase with the Village of New Square, New York demonstrates our ability to serve both large public transportation systems and small communities, fulfilling immediate needs and positioning us to address an incredibly wide variety of customer needs.

Third Quarter 2023 Financial Results
All figures stated in this press release are in U.S. dollars unless stated otherwise.

Revenue grew to $6.5 million in the third quarter of 2023, as compared to $1.5 million in the third quarter of 2022. The increase in revenue was primarily driven by a change in product mix represented by 26 truck and eight bus deliveries in the third quarter, as compared to two buses in the same year-ago quarter. Revenue totaled $14.0 million for the nine months ended September 30, 2023, as compared to $16.4 million for the nine months ended September 30, 2022.

Gross profit in the third quarter of 2023 totaled $0.5 million, or 8% of revenue, as compared to a gross loss of $0.2 million, or (15%) of revenue, in the third quarter of 2022. 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 profile as compared to transit buses.

Gross profit totaled $2.6 million, or 18% of revenue, for the nine months ended September 30, 2023, as compared to $1.0 million, or 6% of revenue in the nine months ended September 30, 2022. The gross margin for the nine months ended September 30, 2023 was positively affected by expired warranty of $0.9 million during the period. Excluding these adjustments, the gross margin for the nine months ended September 30, 2023 would have been 12%.

Cash used in operating activities totaled $19.0 million in the nine months ended September 30, 2023, as compared to $5.2 million in the nine months ended September 30, 2022.

Net loss in the third quarter of 2023 totaled $4.4 million, or $(0.10) per basic and diluted share, as compared to $7.4 million, or $(0.19) per basic and diluted share, in the third quarter of 2022. Net loss for the nine months ended Sept 30, 2023 improved to $7.6 million, or $(0.17) per basic and diluted share, as compared to $14.1 million, or $(0.37) per basic and diluted share, in the nine months ended September 30, 2022.

Adjusted EBITDA loss in the third quarter of 2023 totaled $1.9 million, as compared to $2.7 million in the third quarter of 2022. Adjusted EBITDA loss for the nine months ended September 30, 2023 totaled $3.7 million, as compared to $6.0 million in the nine months ended September 30, 2022.

Cash and cash equivalents as of September 30, 2023 totaled $2.0 million, as compared to $1.6 million as of December 31, 2022.

Third Quarter 2023 Results Conference Call

Management will host an investor conference call at 4:30 p.m. Eastern time on Monday, November 13, 2023 to discuss Vicinity Motors’ third 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:

Q3 2023 Conference Call and Webcast

Date: Monday, November 13, 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 Q3 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 Wednesday, December 13, 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 10184073. A webcast will also be available by clicking here: Vicinity Motors Q3 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 September 30, 2023			3 months ended September 30, 2022			9 months ended September 30, 2023			9 months ended September 30, 2022
Net loss		(4,389	)		(7,445	)		(7,525	)		(14,120	)
Add back
Stock based compensation		70			250			459			712
Interest		1,520			589			3,160			1,775
Gain on modification of debt		(492	)		—			(492	)		(803	)
Change in fair value of embedded derivatives		129			—			(25	)		—
Foreign exchange (gain) loss		872			3,098			(182	)		3,882
Amortization		347			731			909			2,213
Income tax		—			91			9			300
Loss on disposal of property and equipment		—			9			—			27
Adjusted EBITDA		(1,943	)		(2,677	)		(3,687	)		(6,014	)

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

	Note		September 30, 2023			December 31, 2022
			$			$

Current Assets
Cash and cash equivalents				1,969			1,622
Trade and other receivables				7,498			2,655
Inventory		3		13,654			10,068
Prepaids and deposits				11,812			3,801

				34,933			18,146
Long-term Assets
Intangible assets				14,385			14,273
Property, plant, and equipment		4		23,258			22,613

				72,576			55,032

Current Liabilities
Accounts payable and accrued liabilities				5,663			4,942
Credit facility		5		9,462			628
Current portion of deferred revenue		6		4,324			2,382
Current portion of provision for warranty cost		7		563			1,585
Current debt facilities		8		4,419			6,587
Convertible debt		9		3,029			—
Current portion of other long-term liabilities				448			449

				27,908			16,573

Long-term Liabilities
Other long-term liabilities		10		13,789			1,503
Provision for warranty cost		7		129			124

				41,826			18,200

Shareholders’ Equity
Share capital		11		76,806			75,983
Contributed surplus		11		7,787			7,088
Accumulated other comprehensive (loss) income				1,324			1,403
Deficit				(55,167	)		(47,642	)

				30,750			36,832

				72,576			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 September 30, 2023			For the three months ended September 30, 2022			For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
			$			$			$			$

Revenue
Vehicle sales		14		5,196			363			10,164			12,182
Other		14		1,295			1,152			3,793			4,258
				6,491			1,515			13,957			16,440

Cost of sales		4		(5,980	)		(1,749	)		(11,379	)		(15,441	)

Gross profit (loss)				511			(234	)		2,578			999

Expenses
Sales and administration				2,596			2,527			6,551			7,278
Stock-based compensation		11		70			250			459			712
Amortization				205			656			623			1,975
Interest and finance costs		8,9,10		1,520			589			3,160			1,775
Change in fair value of embedded derivatives		9		129			—			(25	)		—
Gain on modification of debt		8		(492	)		—			(492	)		(803	)
Foreign exchange (gain) loss				872			3,098			(182	)		3,882

				4,900			7,120			10,094			14,819

Loss before taxes				(4,389	)		(7,354	)		(7,516	)		(13,820	)

Current income tax expense				—			91			9			300
Net loss				(4,389	)		(7,445	)		(7,525	)		(14,120	)

Loss per share
Basic & diluted				(0.10	)		(0.19	)		(0.17	)		(0.37	)

Weighted average number of common shares outstanding
Basic and diluted⁽¹⁾				45,584,188			38,307,728			45,584,188			38,307,728

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

			Nine months ended			Nine months ended
	Note		September 30, 2023			September 30, 2022
OPERATING ACTIVITIES			$			$

Net loss for the year				(7,525	)		(14,120	)
Items not involving cash:
Loss on disposal of property and equipment				—			27
Gain on modification of debt				(492	)		(803	)
Amortization				909			2,212
Foreign exchange loss				1,194			4,065
Interest and finance costs		8,9		3,160			1,775
Change in fair value of embedded derivatives				(25	)		—
Stock-based compensation		11		459			712
				(2,320	)		(6,132	)
Changes in non-cash items:
Trade and other receivables				(4,834	)		(659	)
Inventory		3		(3,760	)		989
Prepaids and deposits				(8,127	)		(1,615	)
Accounts payable and accrued liabilities				793			3,609
Deferred consideration				—			(38	)
Deferred revenue		6		1,960			(637	)
Warranty provision		7		(1,016	)		85
Taxes paid				(9	)		(300	)
Interest paid				(1,695	)		(524	)
Cash used in operating activities				(19,008	)		(5,222	)

INVESTING ACTIVITIES
Purchase of intangible assets				(341	)		(553	)
Proceeds from government subsidy				—			817
Purchase of property and equipment				(1,285	)		(10,471	)
Proceeds on disposal of property and equipment				—			252
Cash used in investing activities				(1,626	)		(9,955	)

FINANCING ACTIVITIES
Proceeds from issuance of common shares		11		867			13,063
Share issuance costs		11		(44	)		(1,162	)
Proceeds of credit facility		5		8,753			659
Proceeds from convertible debt		9		2,939			—
Convertible debt financing fees		9		(159	)		—
Proceeds from long-term loans		10		8,868			—
Repayment of long-term loans				(206	)		(317	)
Cash provided in financing activities				21,018			12,243
Effect of foreign exchange rate on cash				(37	)		(353	)
Increase (decrease) in cash and cash equivalents				347			(3,287	)
Cash and cash equivalents, beginning				1,622			4,402
Cash and cash equivalents, ending				1,969			1,115

See accompanying notes to the consolidated financial statements

Cover	9 Months Ended
Cover	Sep. 30, 2023
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
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

Condensed Consolidated Statements of Financial Position (Unaudited) $ in Thousands, $ in Thousands	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Current Assets
Cash and cash equivalents	$ 1,969	$ 1,622
Trade and other receivables	7,498	2,655
Inventory	13,654	10,068
Prepaids and deposits	11,812	3,801
	34,933	18,146
Long-term Assets
Intangible assets	14,385	14,273
Property, plant, and equipment	23,258	22,613
	72,576	55,032
Current Liabilities
Accounts payable and accrued liabilities	5,663	4,942
Credit facility	9,462	628
Current portion of deferred revenue	4,324	2,382
Current portion of provision for warranty cost	563	1,585
Current debt facilities	4,419	6,587
Convertible debt	3,029
Current portion of other long-term liabilities	448	449
	27,908	16,573
Long-term Liabilities
Other long-term liabilities	13,789	1,503
Provision for warranty cost	129	124
	41,826	18,200
Shareholders’ Equity
Share capital	76,806	75,983
Contributed surplus	7,787	7,088
Accumulated other comprehensive (loss) income	1,324	1,403
Deficit	(55,167)	(47,642)
	30,750	36,832
	$ 72,576	$ 55,032

Condensed Consolidated Statements of Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue
Other	$ 6,491	$ 1,515	$ 13,957	$ 16,440
	6,491	1,515	13,957	16,440
Cost of sales	(5,980)	(1,749)	(11,379)	(15,441)
Gross profit (loss)	511	(234)	2,578	999
Expenses
Sales and administration	2,596	2,527	6,551	7,278
Stock-based compensation	70	250	459	712
Amortization	205	656	623	1,975
Interest and finance costs	1,520	589	3,160	1,775
Change in fair value of embedded derivatives	129		(25)
Gain on modification of debt	(492)		(492)	(803)
Foreign exchange (gain) loss	872	3,098	(182)	3,882
	4,900	7,120	10,094	14,819
Loss before taxes	(4,389)	(7,354)	(7,516)	(13,820)
Current income tax expense		91	9	300
Net loss	$ (4,389)	$ (7,445)	$ (7,525)	$ (14,120)
Loss per share
Basic & diluted	$ (0.10)	$ (0.19)	$ (0.17)	$ (0.37)
Weighted average number of common shares outstanding
Basic and diluted(1)	45,584,188	38,307,728	45,584,188	38,307,728
Vehicle Sales [Member]
Revenue
Other	$ 5,196	$ 363	$ 10,164	$ 12,182
	5,196	363	10,164	12,182
Other [Member]
Revenue
Other	1,295	1,152	3,793	4,258
	$ 1,295	$ 1,152	$ 3,793	$ 4,258

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Profit or loss [abstract]
Net loss	$ (4,389)	$ (7,445)	$ (7,525)	$ (14,120)
Other comprehensive loss items that may be reclassified subsequently to net (loss) income
Exchange differences on translation of foreign operations	678	1,553	(79)	1,883
Total other comprehensive (loss) income	678	1,553	(79)	1,883
Total comprehensive loss	$ (3,711)	$ (5,892)	$ (7,604)	$ (12,237)

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands	Issued capital [member]	Contributed Surplus [Member]	Accumulated other comprehensive income [member]	Retained earnings [member]	Total
Beginning balance, value at Dec. 31, 2021	$ 58,055,000	$ 6,035,000	$ (151,000)	$ (29,694,000)	$ 34,245,000
Beginning balance, shares at Dec. 31, 2021	34,946,379
IfrsStatementLineItems [Line Items]
Issuance of shares – private placement	$ 12,988,000				12,988,000
[custom:IssuanceOfSharesPrivatePlacementShares]	4,747,000
Issuance of shares – options exercised	$ 98,000	(23,000)			75,000
[custom:IssuanceOfSharesOptionsExercisedShares]	66,661,000				66,661
Share issuance costs	(1,162,000)				(1,162,000)
Share issuance costs – agent warrants	(152,000)	152,000
Warrants		444,000			444,000
Stock-based compensation		712,000			712,000
Other comprehensive loss			1,883,000		1,883,000
Net loss				(14,120,000)	(14,120,000)
Ending balance, value at Sep. 30, 2022	$ 69,827,000	7,320,000	1,732,000	(43,814,000)	35,065,000
Ending balance shares at Sep. 30, 2022	39,760,040
Beginning balance, value at Dec. 31, 2022	$ 75,983,000	7,088,000	1,403,000	(47,642,000)	36,832,000
Beginning balance, shares at Dec. 31, 2022	44,742,039
IfrsStatementLineItems [Line Items]
[custom:IssuanceOfSharesPrivatePlacementShares]	925,667
Share issuance costs	$ (44,000)				(44,000)
Warrants		240,000			240,000
Stock-based compensation		459,000			459,000
Other comprehensive loss			(79,000)		(79,000)
Net loss				(7,525,000)	(7,525,000)
Issuance of shares – private placement	867,000				867,000
Ending balance, value at Sep. 30, 2023	$ 76,806,000	$ 7,787,000	$ 1,324,000	$ (55,167,000)	$ 30,750,000
Ending balance shares at Sep. 30, 2023	45,667,706

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
OPERATING ACTIVITIES
Net loss for the year	$ (7,525)	$ (14,120)
Items not involving cash:
Loss on disposal of property and equipment		27
Gain on modification of debt	(492)	(803)
Amortization	909	2,212
Foreign exchange loss	1,194	4,065
Interest and finance costs	3,160	1,775
Change in fair value of embedded derivatives	(25)
Stock-based compensation	459	712
Changes in non-cash items:
Trade and other receivables	(4,834)	(659)
Inventory	(3,760)	989
Prepaids and deposits	(8,127)	(1,615)
Accounts payable and accrued liabilities	793	3,609
Deferred consideration		(38)
Deferred revenue	1,960	(637)
Warranty provision	(1,016)	85
Taxes paid	(9)	(300)
Interest paid	(1,695)	(524)
Cash used in operating activities	(19,008)	(5,222)
INVESTING ACTIVITIES
Purchase of intangible assets	(341)	(553)
Proceeds from government subsidy		817
Purchase of property and equipment	(1,285)	(10,471)
Proceeds on disposal of property and equipment		252
Cash used in investing activities	(1,626)	(9,955)
FINANCING ACTIVITIES
Proceeds from issuance of common shares	867	13,063
Share issuance costs	(44)	(1,162)
Proceeds of credit facility	8,753	659
Proceeds from convertible debt	2,939
Convertible debt financing fees	(159)
Proceeds from long-term loans	8,868
Repayment of long-term loans	(206)	(317)
Cash provided in financing activities	21,018	12,243
Effect of foreign exchange rate on cash	(37)	(353)
Increase (decrease) in cash and cash equivalents	347	(3,287)
Cash and cash equivalents, beginning	1,622	4,402
Cash and cash equivalents, ending	$ 1,969	$ 1,115

NATURE OF OPERATIONS AND LIQUIDITY RISK

9 Months Ended

Sep. 30, 2023

Nature Of Operations And Liquidity Risk

NATURE OF OPERATIONS AND LIQUIDITY RISK

1. NATURE OF OPERATIONS AND LIQUIDITY RISK

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

The following companies are consolidated with Vicinity Motor Corp. as at September 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.

Statement of compliance

The interim condensed consolidated financial statements were authorized for issue by the Board of Directors on November 10, 2023.

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.

Use of estimates and judgments

Fair value of embedded derivatives

Going concern

INVENTORY

9 Months Ended

Sep. 30, 2023

Disclosure Inventory Abstract

INVENTORY

3. INVENTORY

Schedule of inventory


	September 30, 2023		December 31, 2022
	$		$
Finished goods		4,538		3,355
Work in progress - vehicles		7,312		4,785
Parts for resale		1,804		1,928
Total Inventory		13,654		10,068

During the nine months ended September 30, 2023, the Company recognized $9,106 as the cost of inventory included as an expense in cost of sales (September 30, 2022: $12,438).

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

PROPERTY AND EQUIPMENT

4. PROPERTY AND EQUIPMENT

CREDIT FACILITY

9 Months Ended

Sep. 30, 2023

Credit Facility

CREDIT FACILITY

5. CREDIT FACILITY

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

Vicinity Motor Corp.

DEFERRED REVENUE

9 Months Ended

Sep. 30, 2023

Deferred Revenue

DEFERRED REVENUE

6. DEFERRED REVENUE

Schedule of deferred revenue

		September 30, 2023		December 31, 2022
		$		$
Sales deposits – future delivery of buses			2,512		453
Future delivery of buses	(a)		1,812		1,929
Deferred revenue			4,324		2,382
Less: current portion			4,324		2,382
Long-term portion of deferred revenue			—		—

PROVISION FOR WARRANTY COST

9 Months Ended

Sep. 30, 2023

Provision For Warranty Cost

PROVISION FOR WARRANTY COST

7. 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		287
Warranty claims applied		(394	)
Change in estimate of warranty provision		(922	)
Change in foreign exchange		12
Balance at September 30, 2023		692
Less: Current portion		563
Long-term portion of warranty provision		129

CURRENT DEBT FACILITIES

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

CURRENT DEBT FACILITIES

8. CURRENT DEBT FACILITIES

Schedule of current debt facilities

		September 30, 2023		December 31, 2022
		$		$
Unsecured debentures - 2021	(a)		4,419		6,587
			4,419		6,587

CONVERTIBLE DEBT

9 Months Ended

Sep. 30, 2023

Convertible Debt

CONVERTIBLE DEBT

9. 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			(25	)		(25	)
Interest accretion		240			—			240
Foreign exchange		1			17			18
As at September 30, 2023		2,290			739			3,029

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

Schedule of assumption

	Assumptions

Risk-free interest rate		5.1 – 5.5%
Credit spread		28.1	%
Expected life of options		1.0 – 2.5 years
Annual dividend rate		0	%
Annualized volatility		47.8 – 51.1%

OTHER LONG-TERM LIABILITIES

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

OTHER LONG-TERM LIABILITIES

10. OTHER LONG-TERM LIABILITIES

Schedule of lease obligation

		September 30, 2023			December 31, 2022
		$			$
Unsecured debentures - 2021	(a)		8,081			6,587
Term loan	(b)		8,876			—
Lease obligation	(c)		1,653			1,883
Vehicles			45			69
Less: Current portion			(4,866	)		(7,036	)
			13,789			1,503

Unsecured debentures

On September 25, 2023, the maturity date of the debentures was extended to October 4, 2024, with the extension being treated as a modification of debt. (Note 8)

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

	September 30, 2023
	$
Undiscounted minimum lease payments:
Less than one year		490
One to two years		495
Two to three years		491
Three to six years		301
		1,777
Effect of discounting		(124	)
Present value of minimum lease payments – total lease liability		1,653
Less: Current portion		(433	)
Long-term lease liabilities		1,220

SHARE CAPITAL

9 Months Ended

Sep. 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 nine months ended September 30, 2023 are as follows:

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

During the nine months ended September 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 nine months ended September 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

Share Purchase Warrants

A summary of the Company’s share purchase warrants are as follows:

Schedule of Share Purchase Units

	Number of Warrants			Weighted Average Exercise Price
				C$
Outstanding, December 31, 2021		2,407,304			6.64
Issued		5,577,778			3.84
Cancelled		(412,000	)		—
Outstanding, December 31, 2022		7,573,082			4.53
Cancelled		(1,000,000	)		—
Issued		1,500,000			1.33
Outstanding, September 30, 2023		8,073,082			4.22

11.4

Directors, Consultants, and Employee stock options

During the nine months ended September 30, 2023, the Company recognized $39 (September 30, 2022 - $56) 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 September 30, 2023:

Schedule of stock options outstanding

	Options Outstanding		Options Exercisable		Exercise Price		Remaining Contractual Life (Years)		Expiry Date
					C$

January 17, 2019		166,666		166,666		2.40		0.30	January 17, 2024
November 15, 2019		233,333		233,333		1.50		1.13	November 15, 2024
November 28, 2019		16,666		16,666		1.56		1.16	November 28, 2024
May 4, 2020		24,999		24,999		1.20		1.59	May 4, 2025
November 23, 2020		66,664		66,664		6.15		2.15	November 23, 2025
January 12, 2021		333,333		333,333		6.51		2.28	January 11, 2026
February 1, 2021		41,666		41,666		9.36		2.34	January 31, 2026
April 27, 2021		60,000		40,000		7.24		2.57	April 26, 2026
March 31, 2022		40,000		20,000		2.98		3.50	March 30, 2027
November 25, 2022		92,500		15,417		1.30		4.15	November 24, 2027

Total		1,075,827		958,744

During the nine months ended September 30, 2023, 504,999 stock options were forfeited or expired.

11.5

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		492,757
Outstanding, September 30, 2023		1,116,458

During the nine months ended September 30, 2023, the Company recorded $420 (September 30, 2022 - $426) as stock-based compensation for the fair value of the DSUs issued.

RELATED PARTY BALANCES AND TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY BALANCES AND TRANSACTIONS

12. RELATED PARTY BALANCES AND TRANSACTIONS

Compensation to key management:

	Nine months ended		Nine months ended
	September 30, 2023		September 30, 2022
	$		$
Salaries and benefits		678		925
Stock-based compensation		425		687
		1,103		1,612

Balances with key management and other related parties are:

As at September 30, 2023, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $3 (September 30, 2022 - $1).

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

FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 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:

	September 30, 2023		December 31, 2022
	$		$
Assets:
Measured at amortized cost (i)		9,467		4,277
Liabilities:
Amortized cost (ii)		36,071		14,109
Fair value through P&L (iii)		739		—

(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

9 Months Ended

Sep. 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

	Nine months ended September 30, 2023						Nine months ended September 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		2,109		1,352		3,461		7,912		4,270		12,182
Truck Sales		6,703		—		6,703		—		—		—
Vehicle Sales		8,812		1,352		10,164		7,912		4,270		12,182

Spare part sales		3,062		597		3,659		3,599		532		4,131
Operating lease revenue		25		109		134		—		127		127
Other revenue		3,087		706		3,793		3,599		659		4,258

Total Revenue		11,899		2,058		13,957		11,511		4,929		16,440

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

COMMITMENTS AND CONTINGENCIES

15. COMMITMENTS AND CONTINGENCIES

BASIS OF PRESENTATION (Tables)

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

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)

9 Months Ended

Sep. 30, 2023

Disclosure Inventory Abstract

Schedule of inventory

Schedule of inventory


	September 30, 2023		December 31, 2022
	$		$
Finished goods		4,538		3,355
Work in progress - vehicles		7,312		4,785
Parts for resale		1,804		1,928
Total Inventory		13,654		10,068

DEFERRED REVENUE (Tables)

9 Months Ended

Sep. 30, 2023

Deferred Revenue

Schedule of deferred revenue

		September 30, 2023		December 31, 2022
		$		$
Sales deposits – future delivery of buses			2,512		453
Future delivery of buses	(a)		1,812		1,929
Deferred revenue			4,324		2,382
Less: current portion			4,324		2,382
Long-term portion of deferred revenue			—		—

PROVISION FOR WARRANTY COST (Tables)

9 Months Ended

Sep. 30, 2023

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		287
Warranty claims applied		(394	)
Change in estimate of warranty provision		(922	)
Change in foreign exchange		12
Balance at September 30, 2023		692
Less: Current portion		563
Long-term portion of warranty provision		129

CURRENT DEBT FACILITIES (Tables)

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

Schedule of current debt facilities

		September 30, 2023		December 31, 2022
		$		$
Unsecured debentures - 2021	(a)		4,419		6,587
			4,419		6,587

CONVERTIBLE DEBT (Tables)

9 Months Ended

Sep. 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			(25	)		(25	)
Interest accretion		240			—			240
Foreign exchange		1			17			18
As at September 30, 2023		2,290			739			3,029

Schedule of assumption

	Assumptions

Risk-free interest rate		5.1 – 5.5%
Credit spread		28.1	%
Expected life of options		1.0 – 2.5 years
Annual dividend rate		0	%
Annualized volatility		47.8 – 51.1%

OTHER LONG-TERM LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

Schedule of lease obligation

		September 30, 2023			December 31, 2022
		$			$
Unsecured debentures - 2021	(a)		8,081			6,587
Term loan	(b)		8,876			—
Lease obligation	(c)		1,653			1,883
Vehicles			45			69
Less: Current portion			(4,866	)		(7,036	)
			13,789			1,503

Schedule of long term lease liabilities

	September 30, 2023
	$
Undiscounted minimum lease payments:
Less than one year		490
One to two years		495
Two to three years		491
Three to six years		301
		1,777
Effect of discounting		(124	)
Present value of minimum lease payments – total lease liability		1,653
Less: Current portion		(433	)
Long-term lease liabilities		1,220

SHARE CAPITAL (Tables)

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

[custom:ScheduleOfSharePurchaseUnitsTableTextBlock]

	Number of Warrants			Weighted Average Exercise Price
				C$
Outstanding, December 31, 2021		2,407,304			6.64
Issued		5,577,778			3.84
Cancelled		(412,000	)		—
Outstanding, December 31, 2022		7,573,082			4.53
Cancelled		(1,000,000	)		—
Issued		1,500,000			1.33
Outstanding, September 30, 2023		8,073,082			4.22

Disclosure of number and weighted average remaining contractual life of outstanding share options [text block]

	Options Outstanding		Options Exercisable		Exercise Price		Remaining Contractual Life (Years)		Expiry Date
					C$

January 17, 2019		166,666		166,666		2.40		0.30	January 17, 2024
November 15, 2019		233,333		233,333		1.50		1.13	November 15, 2024
November 28, 2019		16,666		16,666		1.56		1.16	November 28, 2024
May 4, 2020		24,999		24,999		1.20		1.59	May 4, 2025
November 23, 2020		66,664		66,664		6.15		2.15	November 23, 2025
January 12, 2021		333,333		333,333		6.51		2.28	January 11, 2026
February 1, 2021		41,666		41,666		9.36		2.34	January 31, 2026
April 27, 2021		60,000		40,000		7.24		2.57	April 26, 2026
March 31, 2022		40,000		20,000		2.98		3.50	March 30, 2027
November 25, 2022		92,500		15,417		1.30		4.15	November 24, 2027

Total		1,075,827		958,744

[custom:ScheduleOfDeferredShareUnitsTableTextBlock]

	Number of DSUs

Outstanding, December 31, 2021		170,791
Issued		452,910
Outstanding, December 31, 2022		623,701
Issued		492,757
Outstanding, September 30, 2023		1,116,458

RELATED PARTY BALANCES AND TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2023

RELATED PARTY BALANCES AND TRANSACTIONS

	Nine months ended		Nine months ended
	September 30, 2023		September 30, 2022
	$		$
Salaries and benefits		678		925
Stock-based compensation		425		687
		1,103		1,612

FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Notes and other explanatory information [abstract]

Disclosure of financial assets [text block]

	September 30, 2023		December 31, 2022
	$		$
Assets:
Measured at amortized cost (i)		9,467		4,277
Liabilities:
Amortized cost (ii)		36,071		14,109
Fair value through P&L (iii)		739		—

(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)

9 Months Ended

Sep. 30, 2023

Segment Information

SEGMENT INFORMATION

	Nine months ended September 30, 2023						Nine months ended September 30, 2022
	Canada		USA		Total		Canada		USA		Total
	$		$		$		$		$		$
Bus Sales		2,109		1,352		3,461		7,912		4,270		12,182
Truck Sales		6,703		—		6,703		—		—		—
Vehicle Sales		8,812		1,352		10,164		7,912		4,270		12,182

Spare part sales		3,062		597		3,659		3,599		532		4,131
Operating lease revenue		25		109		134		—		127		127
Other revenue		3,087		706		3,793		3,599		659		4,258

Total Revenue		11,899		2,058		13,957		11,511		4,929		16,440

BASIS OF PRESENTATION (Details)	9 Months Ended
BASIS OF PRESENTATION (Details)	Sep. 30, 2023
Vicinity Motor Corp. [Member]
Entity Information [Line Items]
Company name	Vicinity Motor Corp.
Location	British Columbia
Holding	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	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	100
Functional Currency	United States Dollar

INVENTORY (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Disclosure Inventory Abstract
Finished goods	$ 4,538	$ 3,355
Work in progress - vehicles	7,312	4,785
Parts for resale	1,804	1,928
Total Inventory	$ 13,654	$ 10,068

INVENTORY (Details Narrative) - USD ($)	9 Months Ended
INVENTORY (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Disclosure Inventory Abstract
Inventory expense	$ 9,106	$ 12,438

CREDIT FACILITY (Details Narrative) $ in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 CAD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2017 CAD ($)
IfrsStatementLineItems [Line Items]
Credit Facility	$ 9,462		$ 628	$ 20
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
Interest rate of prime plus	2.00%	2.00%
Credit facility net	$ 9,597
Deferred financing fees net	135
Net Debt	$ 9,462
A B L Facility [Member]
IfrsStatementLineItems [Line Items]
Credit Facility		$ 10

DEFERRED REVENUE (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
DEFERRED REVENUE (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred Revenue
Sales deposits future delivery of buses	$ 2,512	$ 453
Future delivery of buses	1,812	1,929
Deferred revenue	4,324	2,382
LessCurrentPortion	4,324	2,382
Long-term portion of deferred revenue

Schedule of provision for warranty cost (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Provision For Warranty Cost
Balance at beginning	$ 1,709	$ 1,669
Additions	287	499
Warranty claims applied	(394)	(841)
Change in estimate of warranty provision	(922)	421
Change in foreign exchange	12	(39)
Balance at end	692	$ 1,709
Current warranty provision	563
Warranty provision	$ 129

PROVISION FOR WARRANTY COST (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Provision For Warranty Cost
Warranty expense	$ 287	$ 458
Warranty costs	$ 394	$ 676

CURRENT DEBT FACILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
UnsecuredDebentures 2021	$ 4,419	$ 6,587
Current debt facilities	$ 4,419	$ 6,587

CURRENT DEBT FACILITIES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended		12 Months Ended
	Jun. 15, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Sep. 25, 2023	Sep. 25, 2022
Notes and other explanatory information [abstract]
Annual interest						8.00%
Borrowing costs	$ 449
Effective interest rate					24.00%
Interest expense on debt		$ 1,465	$ 1,316	$ 765

CONVERTIBLE DEBT (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
CONVERTIBLE DEBT (Details) - USD ($)	Mar. 24, 2023	Sep. 30, 2023	Sep. 30, 2023
IfrsStatementLineItems [Line Items]
Interest accretion			$ 25
Host Debentures [Member]
IfrsStatementLineItems [Line Items]
Convertible debt		$ 2,049
Convertible debt principal	2,208
Transactions costs	(159)
Interest accretion		240
Foreign exchange		1
Convertible Debt	2,049	2,290	2,290
Embedded Derivatives [Member]
IfrsStatementLineItems [Line Items]
Convertible debt		747
Convertible debt principal	747
Transactions costs
Interest accretion		(25)
Interest accretion
Foreign exchange		17
Convertible Debt	747	739	739
Total Derivatives [Member]
IfrsStatementLineItems [Line Items]
Convertible debt		2,796
Convertible debt principal	2,955
Transactions costs	(159)
Interest accretion		(25)
Interest accretion		240
Foreign exchange		18
Convertible Debt	$ 2,796	$ 3,029	$ 3,029

CONVERTIBLE DEBT (Details 1) - Embedded Derivatives [Member]	9 Months Ended
	Sep. 30, 2023
IfrsStatementLineItems [Line Items]
Risk free interest rate, minimum	5.10%
Risk free interest rate, maximum	5.50%
Credit spread	28.10%
Annualized volatility, minimum	1 year
Annualized volatility, maximum	2 years 6 months
Annual dividend rate	0.00%
Annualized volatility Minimum	47.80%
Annualized volatility Maximum	51.10%

CONVERTIBLE DEBT (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
CONVERTIBLE DEBT (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Gain on change in fair value	$ 25
Interest expense	1,465,000	$ 1,316,000	$ 765,000
Convertible Debt [Member]
IfrsStatementLineItems [Line Items]
Interest expense	469
Accounts payable and accrued liabilities	$ 229

OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Unsecured debentures - 2021	$ 8,081	$ 6,587
Term loan	8,876
Lease obligation	1,653	1,883
Vehicles	45	69
Current portion of other long-term liabilities	(4,866)	7,036
Current portion of other long-term liabilities	4,866	(7,036)
Other long-term liabilities	$ 13,789	$ 1,503

OTHER LONG-TERM LIABILITIES (Details 1)	Sep. 30, 2023 USD ($)
Notes and other explanatory information [abstract]
Lease less than one year	$ 490
Lease one to two years	495
Lease Two to three years	491
Lease three to six years	301
Gross lease liabilities	1,777
Effect of discounting	(124)
[custom:PresentValueOfMinimumLeasePaymentsTotalLeaseLiability-0]	1,653
Less: Current portion	(433,000)
Long-term lease liabilities	$ 1,220,000

OTHER LONG-TERM LIABILITIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 25, 2022
IfrsStatementLineItems [Line Items]
Proceeds from lenders	$ 9,000,000
Loan interest rate		8.00%
Transaction costs incurred	131,000
Interest expense on loans	664,000
Borrowings on loans	9,000,000
Deferred financing fees	124
Carrying value of loan	$ 8,876
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)	9 Months Ended	12 Months Ended
SHARE CAPITAL (Details)	Sep. 30, 2023 Decimal shares	Dec. 31, 2022 Decimal shares
Notes and other explanatory information [abstract]
Number of Warrants \| shares	7,573,082	2,407,304
Weighted Average Exercise price \| Decimal	4.53	6.64
Number of Warrants Issued \| shares	1,500,000	5,577,778
Weighted Average Exercise Issued \| Decimal	1.33	3.84
Number of Warrants Cancelled \| shares	(1,000,000)	(412,000)
Weighted Average Exercise Cancelled \| Decimal
Number of Warrants \| shares	8,073,082	7,573,082
Weighted Average Exercise price \| Decimal	4.22	4.53

SHARE CAPITAL (Details 1)	9 Months Ended
SHARE CAPITAL (Details 1)	Sep. 30, 2023 Decimal $ / shares	Jun. 30, 2023 Decimal	Dec. 31, 2022 Decimal	Dec. 31, 2021 Decimal
IfrsStatementLineItems [Line Items]
Number of options outstanding	4.22	1,075,827	4.53	6.64
Number of options exercisable	958,744
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	3 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 1 month 17 days
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 1 month 28 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 7 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 1 month 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 3 months 10 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 4 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 6 months 25 days
Expiry date	Apr. 26, 2026
Range 9 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	40,000
Number of options exercisable	20,000
Exercise price \| $ / shares	$ 2.98
Remaining contractual life	3 years 6 months
Expiry date	Mar. 30, 2027
Range 10 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	92,500
Number of options exercisable	15,417
Exercise price \| $ / shares	$ 1.30
Remaining contractual life	4 years 1 month 24 days
Expiry date	Nov. 24, 2027

SHARE CAPITAL (Details 2) - shares	9 Months Ended	12 Months Ended
SHARE CAPITAL (Details 2) - shares	Sep. 30, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Deferred stock outstanding, beginning balance	623,701	170,791
Deferred stock, issued	492,757	452,910
Deferred stock outstanding, beginning balance	1,116,458	623,701

SHARE CAPITAL (Details Narrative) - USD ($)	9 Months Ended
SHARE CAPITAL (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
IfrsStatementLineItems [Line Items]
Issuance of shares warrants exercised shares	925,667	302,555
Share issuance costs	$ 44,000	$ 1,162,000
Issuance of shares private placement	$ 823
Warrants Issued for private placement		4,444,445
Issuance of shares private placement		$ 988
Issuance of shares options exercised shares		66,661
Proceeds from exercise of options		$ 75
Stock issued	1,500,000	4,444,445
Warrants expire	1,000,000
Private placement agreement	133,333
Warrants debt extension agreement	1,000,000
Stock options granted Executives and Director	290,000
Stock options expired	504,999
Warrants [member]
IfrsStatementLineItems [Line Items]
Share issuance costs		$ 1,283
Proceeds from exercise of warrants		$ 12,000,000

RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Related Party Balances And Transactions
Salaries and benefits	$ 678	$ 925
Stock-based compensation	425	687
	$ 1,103	$ 1,612

RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Related Party Balances And Transactions
Lease payments	$ 184	$ 158
Depreciation and interest expense of lease	190	155
Accounts Payable	$ 3	$ 1

FINANCIAL INSTRUMENTS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Assets:
Measured at amortized cost (i)	$ 9,467	$ 4,277
Liabilities:
Amortized cost (ii)	36,071	14,109
Fair value through P&L (iii)	$ 739

FINANCIAL INSTRUMENTS (Details Narrative)	9 Months Ended
FINANCIAL INSTRUMENTS (Details Narrative)	Sep. 30, 2023 USD ($)
Notes and other explanatory information [abstract]
Host debenture	$ 2,290

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
IfrsStatementLineItems [Line Items]
Revenue	$ 6,491	$ 1,515	$ 13,957	$ 16,440
Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			11,899	11,511
United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			2,058	4,929
Bus Sales [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,461	12,182
Bus Sales [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			2,109	7,912
Bus Sales [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			1,352	4,270
Truck [Member]
IfrsStatementLineItems [Line Items]
Revenue			6,703
Truck [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			6,703
Truck [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue
Vehicle Sales [Member]
IfrsStatementLineItems [Line Items]
Revenue	$ 5,196	$ 363	10,164	12,182
Vehicle Sales [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			8,812	7,912
Vehicle Sales [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			1,352	4,270
Spare Part Sales [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,659	4,131
Spare Part Sales [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,062	3,599
Spare Part Sales [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			597	532
Operating Lease Revenue [Member]
IfrsStatementLineItems [Line Items]
Revenue			134	127
Operating Lease Revenue [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			25
Operating Lease Revenue [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			109	127
Other Revenue [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,793	4,258
Other Revenue [Member] \| Canada [Member]
IfrsStatementLineItems [Line Items]
Revenue			3,087	3,599
Other Revenue [Member] \| United States [Member]
IfrsStatementLineItems [Line Items]
Revenue			$ 706	$ 659

SEGMENT INFORMATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
SEGMENT INFORMATION (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
IfrsStatementLineItems [Line Items]
Revenue	$ 6,491,000	$ 1,515,000	$ 13,957,000	$ 16,440,000
First Customers [Member]
IfrsStatementLineItems [Line Items]
Revenue			4,163	5,962
Second Customers [Member]
IfrsStatementLineItems [Line Items]
Revenue			$ 2,510	4,653
Third Customers [Member]
IfrsStatementLineItems [Line Items]
Revenue				$ 1,581