MONTREAL, June 17,
2022 /PRNewswire/ - The Lion Electric Company (NYSE:
LEV) (TSX: LEV) ("Lion" or the "Company"), a leading manufacturer
of all-electric medium and heavy-duty urban vehicles, today
announced that it has established an "at-the-market" equity program
(the "ATM Program") that allows the Company to issue and
sell, from time to time through a syndicate of agents, newly issued
common shares of the Company ("Common Shares") having an
aggregate sale price of up to US$125
million (or the Canadian dollar equivalent), at the
Company's discretion.
In connection with the establishment of the ATM Program, the
Company entered into an Equity Distribution Agreement (the
"Equity Distribution Agreement") with Barclays Capital Inc.,
National Bank of Canada Financial Inc., BMO Capital Markets Corp.,
Desjardins Securities International Inc., Roth Capital Partners,
LLC, Laurentian Capital USA,
Raymond James (USA) Ltd., Scotia Capital (USA) Inc. (collectively, the "U.S.
Agents"), and Barclays Capital Canada Inc., National Bank
Financial Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc.,
Roth Canada Inc., Laurentian Bank Securities Inc., Raymond James
Ltd. and Scotia Capital Inc. (together with the U.S. Agents, the
"Agents").
Sales of Common Shares, if any, under the ATM Program will be
made at the market prices prevailing at the time of sale, and are
anticipated to be made in transactions that are deemed to be
"at-the-market distributions" as defined in National Instrument
44-102 – Shelf Distributions, including sales made directly
on the New York Stock Exchange or the Toronto Stock Exchange, any
"marketplace" (as such term is defined in National Instrument
21-101 – Marketplace Operation), any other existing trading
market for the Common Shares in the
United States, by any other method permitted by law deemed
to be an "at-the-market offering" as defined in Rule 415(a)(4)
under the U.S. Securities Act of 1933, as amended, and/or any other
method pursuant to applicable law or as otherwise agreed between
the Agents and the Company.
The Company intends to use the net proceeds from any sales of
Common Shares under the ATM Program to strengthen its financial
position, and allow it to continue to pursue its growth strategy,
including the Company's capacity expansion projects in Joliet, Illinois and Mirabel, Quebec.
The Company is not obligated to make any sales of Common Shares
under the Equity Distribution Agreement. As Common Shares sold
pursuant to the ATM Program will be issued and sold at the market
prices prevailing at the time of sale, prices may vary among
purchasers during the period of distribution. The offering of
Common Shares pursuant to the Equity Distribution Agreement will
terminate upon the earlier of (a) the sale of all of the Common
Shares subject to the Equity Distribution Agreement, (b) the
termination of the Equity Distribution Agreement by the Agents or
the Company, as permitted therein, or (c) July 16, 2024.
The ATM Program is being made pursuant to a prospectus
supplement (the "Canadian Prospectus Supplement") to the
Company's short form base shelf prospectus dated June 17, 2022 (the "Base Shelf
Prospectus"), and pursuant to a U.S. prospectus supplement (the
"US Prospectus Supplement") to the Company's U.S. short form
base shelf prospectus (the "US Base Shelf Prospectus")
included in its registration statement on Form F-10, as amended on
June 17, 2022 (the "Registration
Statement") filed with the United States Securities and
Exchange Commission (the "SEC") on June 15, 2022. The Base Shelf Prospectus and the
Canadian Prospectus Supplement have been filed with the securities
commissions in all provinces and territories of Canada, and the Registration Statement
(including the US Base Shelf Prospectus) and the US Prospectus
Supplement have been filed with the SEC. Copies of the Equity
Distribution Agreement, the Base Shelf Prospectus and the Canadian
Prospectus Supplement are available on SEDAR at www.sedar.com,
and copies of the Equity Distribution Agreement, the Registration
Statement (including the US Base Shelf Prospectus) and the US
Prospectus Supplement are available on EDGAR at www.sec.gov.
Alternatively, the Agents will send copies of any of the foregoing
documents upon request by contacting (i) in Canada and the U.S. – Barclays
Capital Canada Inc. and Barclays Capital Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
Barclaysprospectus@broadridge.com, (888) 603-5847; (ii) in
Canada – National Bank
Financial Inc., The Exchange Tower, 130 King St. W., 4th Floor
Podium, Toronto, ON M5X 1L9,
Gavin.brancato@nbc.ca, (416) 869-3707; and (iii) in the
U.S. – National Bank of Canada Financial Inc., 65 East
55th Street, 8th Floor, New York,
NY 10022, Gavin.brancato@nbc.ca, (212) 632-8500.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any province, state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
province, state or jurisdiction.
ABOUT LION ELECTRIC
Lion Electric is an innovative manufacturer of zero-emission
vehicles. The company creates, designs and manufactures
all-electric class 5 to class 8 commercial urban trucks and
all-electric buses and minibuses for the school, paratransit and
mass transit segments. Lion is a North American leader in electric
transportation and designs, builds and assembles many of its
vehicles' components, including chassis, battery packs, truck
cabins and bus bodies.
Always actively seeking new and reliable technologies, Lion
vehicles have unique features that are specifically adapted to its
users and their everyday needs. Lion believes that transitioning to
all-electric vehicles will lead to major improvements in our
society, environment and overall quality of life. Lion shares are
traded on the New York Stock Exchange and the Toronto Stock
Exchange under the symbol LEV.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of applicable Canadian and
United States securities laws,
including the Private Securities Litigation Reform Act of 1995. Any
statements contained in this press release that are not statements
of historical fact, including statements about Lion's beliefs and
expectations relating to the offer and sale of Common Shares under
the ATM Program, are forward-looking statements and should be
evaluated as such.
Forward-looking statements may be identified by the use of words
such as "believe," "may," "will," "continue," "anticipate,"
"intend," "expect," "should," "would," "could," "plan," "project,"
"potential," "seem," "seek," "future," "target" or other similar
expressions and any other statements that predict or indicate
future events or trends or that are not statements of historical
matters, although not all forward-looking statements contain such
identifying words. These forward-looking statements include
statements regarding the offer and sale of Common Shares under the
ATM Program, including the timing and amounts thereof, and the use
of any proceeds from the ATM Program.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Such risks
and uncertainties are described in greater detail in the Canadian
Prospectus Supplement, the US Prospectus Supplement and section
23.0 entitled "Risk Factors" of the Company's annual MD&A for
the fiscal year 2021. Many of these risks are beyond Lion's
management's ability to control or predict. All forward-looking
statements included in this press release are expressly qualified
in their entirety by the cautionary statements contained herein and
the risk factors included in the Canadian Prospectus Supplement,
the US Prospectus Supplement, the Company's annual MD&A for the
fiscal year 2021 and in other documents filed with the applicable
Canadian regulatory securities authorities and the SEC.
Because of these risks, uncertainties and assumptions, readers
should not place undue reliance on these forward-looking
statements. Furthermore, forward-looking statements speak only as
of the date they are made. Except as required under applicable
securities laws, Lion undertakes no obligation, and expressly
disclaims any duty, to update, revise or review any forward-looking
information, whether as a result of new information, future events
or otherwise.
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SOURCE Lion Electric