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 the pricing of its
previously announced marketed public offering of units (the
"Units") in the United States and Canada (the "Offering"). The
Company will issue 19,685,040 Units at a price of US$2.54 per Unit
for aggregate gross proceeds to the Company of approximately
US$50 million.
Each Unit will consist of one common share in
the capital of the Company (each a "Unit Share") and one common
share purchase warrant (each a "Warrant"). Each whole Warrant will
entitle the holder thereof to acquire one common share in the
capital of the Company (each a "Warrant Share") at an exercise
price of US$2.80 per Warrant Share for a period of five (5) years
following the closing of the Offering.
B. Riley Securities, Inc. and National Bank
Financial Inc. are acting as joint bookrunners for the Offering
(the "Underwriters"). The Offering is expected to close on or about
December 16, 2022, subject to customary closing
conditions.
Under the terms of the underwriting agreement,
the Company has granted the Underwriters an over-allotment option,
exercisable for a period of 30 days from the date of the closing of
the Offering, to purchase up to 2,952,755 additional Units at a
price of US$2.54 per Unit, representing in the aggregate 15% of the
total number of Units to be sold pursuant to the Offering.
Power Sustainable Capital Inc. ("Power
Sustainable"), through its wholly-owned subsidiary Power Energy
Corporation ("PEC") will purchase Units at the offering price
representing an aggregate purchase price of approximately US$25
million.
The Company intends to use the net proceeds of
the Offering 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,
Québec.
Closing of the Offering is subject to a number
of customary conditions, including the listing of the Unit Shares
on the New York Stock Exchange ("NYSE") and the Toronto Stock
Exchange ("TSX"), and any required approvals of the NYSE and the
TSX. The Company has applied to list the Unit Shares, the Warrant
Shares and the Warrants on the NYSE and the TSX. Listing will be
subject to the Company fulfilling all of the listing requirements
of the NYSE and the TSX, including, in respect of the Warrants,
distribution of the Warrants to a minimum number of public
securityholders.
In connection with the Offering, the Company has
filed a preliminary prospectus supplement, and will file a final
prospectus supplement, to its short form base shelf prospectus
dated June 17, 2022 (the "base shelf prospectus"). The preliminary
prospectus supplement was filed, and the final prospectus
supplement will be filed, with the securities regulatory
authorities in each of the provinces and territories of Canada as
well as with the U.S. Securities and Exchange Commission (the
"SEC") as part of a registration statement on Form F-10 under the
U.S.-Canada multijurisdictional disclosure system (MJDS). A
registration statement on Form F-10 relating to this Offering has
been filed with the SEC and is effective.
The Offering is being made in Canada only by
means of the base shelf prospectus and applicable prospectus
supplement and in the United States only by means of the
registration statement, including the base shelf prospectus and
applicable prospectus supplement. Such documents contain important
information about the Offering. Copies of the base shelf prospectus
and the applicable prospectus supplement can be found on SEDAR at
www.sedar.com and a copy of the registration statement, including
the base shelf prospectus and the preliminary prospectus
supplement, can be found on EDGAR at www.sec.gov. Copies of such
documents may also be obtained from any of the following sources:
B. Riley Securities, Inc., Attn: Prospectus Department, 1300 17th
Street North, Suite 1300, Arlington, VA 22209, telephone: (703)
312-9580 or by emailing prospectuses@brileyfin.com; or National
Bank Financial Inc., 130 King Street West, 4th Floor Podium,
Toronto, ON M5X 1J9, telephone (416) 869-6534 or by emailing
ecm-origination@nbc.ca.
Prospective investors should read the base shelf
prospectus and the prospectus supplement as well as the
registration statement before making an investment decision.
No securities regulatory authority has
either approved or disapproved the contents of this press release.
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 the
Units 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" within the meaning of
applicable securities laws and within the meaning of the United
States Private Securities Litigation Reform Act of 1995
(collectively, "forward-looking statements"). Any statements
contained in this press release that are not statements of
historical fact, including statements regarding the proposed
Offering and the terms thereof, listing of the Unit Shares, the
Warrant Shares and the Warrants on the NYSE and the TSX, the
closing of the Offering and the intended use of proceeds thereof,
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 may
contain such identifying words. Such forward-looking statements are
based on a number of estimates and assumptions that the Company
believes are reasonable when made and inherently involve numerous
risks and uncertainties, known and unknown, including economic
factors. Such estimates and assumptions are made by the Company in
light of the experience of management and their perception of
historical trends, current conditions and expected future
developments, as well as other factors believed to be appropriate
and reasonable in the circumstances. However, there can be no
assurance that such estimates and assumptions will prove to be
correct. A number of risks, uncertainties and other factors may
cause actual results to differ materially from the forward-looking
statements contained in this press release, including, among other
factors, those risk factors identified in the offering documents
relating to the Offering and the documents incorporated by
reference therein. Readers are cautioned to consider these and
other factors carefully when making decisions with respect to the
Units and not to place undue reliance on forward-looking
statements. Forward-looking statements contained in this press
release are not guarantees of future performance and, while
forward-looking statements are based on certain assumptions that
the Company considers reasonable, actual events and results could
differ materially from those expressed or implied by
forward-looking statements made by the Company. Readers cannot be
assured that the Offering discussed above will be completed on the
terms described above, or at all. Except as may be expressly
required by applicable law, the Company does not undertake any
obligation to update publicly or revise any such forward-looking
statements, whether as a result of new information, future events
or otherwise. All of the forward-looking statements contained in
this press release are expressly qualified by the foregoing
cautionary statements.
For further information:
Nicolas Brunet, Executive Vice-President and Chief Financial
Officer, 450-432-5466.
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