GreenPower Motor Company Inc.: Form 424B3 - Filed by newsfilecorp.com

Supplement No. 8 dated February 11, 2022
To the Prospectus dated May 27, 2020

This Supplement No. 8 supplements, and should be read in conjunction with, our prospectus dated May 27, 2020, and with supplement No. 1 dated July 27, 2020 with Supplement No. 2 dated August 31, 2020, with Supplement No. 3 dated November 12, 2020, with Supplement No. 4 dated February 16, 2021, with Supplement No. 5 dated June 29, 2021, and with Supplement No. 6 dated August 12, 2021, and with Supplement No. 7 dated November 12, 2021. The purpose of this Supplement No. 8 is to disclose the information set forth in the following reports:

1. Our Interim Financial Statements for the period ended December 31, 2021, filed with the Securities and Exchange Commission on February 11, 2022, a copy of which is attached to this Supplement as Appendix A; and

2. Our interim Management Discussion and Analysis for the period ended February 11, 2022, a copy of which is attached to this Supplement as Appendix B.

3. Our press release dated February 11, 2022, a copy of which is attached to this Supplement as Appendix C.

Consolidated Condensed Interim Financial Statements
(Expressed in US Dollars)

(Unaudited - Prepared by Management)

GREENPOWER MOTOR COMPANY INC.
Consolidated Condensed Interim Statements of Financial Position
As at December 31, 2021 and March 31, 2021
(Expressed in US Dollars)

(The accompanying notes are an integral part of these consolidated condensed interim financial statements)

GREENPOWER MOTOR COMPANY INC.
Consolidated Condensed Interim Statements of Operations and Comprehensive Loss
For the Three and Nine Months Ended December 31, 2021 and 2020
(Expressed in US Dollars)
(Unaudited)

(The accompanying notes are an integral part of these consolidated condensed interim financial statements)

GREENPOWER MOTOR COMPANY INC.
Consolidated Condensed Interim Statements of Changes in Equity (Deficit)
For the Nine Months ended December 31, 2021 and 2020

(The accompanying notes are an integral part of these consolidated condensed interim financial statements)

GREENPOWER MOTOR COMPANY INC.
Consolidated Condensed Interim Statements of Cash Flows
For the Nine Months Ended December 31, 2021 and 2020
(Expressed in US Dollars)

(The accompanying notes are an integral part of these consolidated condensed interim financial statements)

GREENPOWER MOTOR COMPANY INC.
Notes to the Consolidated Condensed Interim Financial Statements
For the Three and Nine Months Ended December 31, 2021 and 2020
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

GreenPower Motor Company Inc. ("GreenPower" or the "Company") was incorporated in the Province of British Columbia on September 18, 2007. The Company is in the business of manufacturing and distributing all-electric transit, school and charter buses.

The corporate office is located at Suite 240 - 209 Carrall St., Vancouver, Canada.

These consolidated condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards on the basis that the Company is a going concern, meaning that the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of operations.

The Company's continuing operations are dependent upon its ability to raise capital and generate cash flows. As at December 31, 2021, the Company had a cash and restricted cash balance of $319,907, working capital of $29,385,551 accumulated deficit of ($39,558,755), and shareholder's equity of $35,372,237. These consolidated condensed interim financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric buses to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. To this end, the Company has a history of delivering all-electric buses to customers, has a backlog of orders for delivery, and has a line of credit with a credit limit of up to $8 million and available liquidity of approximately $3.9 million to meet funding requirements. The Company's ability to achieve its business objectives is subject to material uncertainty which may cast significant doubt upon the Company's ability to continue as a going concern.

The Company faces risks from the COVID-19 global pandemic which has had, and may continue to have, a material adverse impact on our business and financial condition. While we have recently seen a gradual re-opening of the economy, and a resumption of travel and sales activity, this activity is not at the level it was prior to the pandemic and the future impact of the COVID-19 global pandemic is inherently uncertain, and may negatively impact the financial ability of our customers to purchase vehicles from us, of our suppliers' ability to deliver products used in the manufacture of our all-electric vehicles, in our employees' ability to manufacture our vehicles and to carry out their other duties in order to sustain our business, and in our ability to collect certain receivables owing to us, among other factors. These factors may continue to have a negative impact on our financial results, operations, outlook, goals, growth prospects, cash flows, liquidity and share price, and the potential timing, severity, and ultimate duration of any potential negative impacts is uncertain.

The Consolidated Condensed Interim Financial Statements of the Company are prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to interim financial information, as outlined in International Accounting Standard ("IAS") 34, Interim Financial Reporting, and using the accounting policies consistent with those in the audited consolidated financial statements as at and for the year ended March 31, 2021.

On August 28, 2020 the Company completed a consolidation of its common shares on the basis of seven pre-consolidation shares for one post-consolidation common share. On the same date, the Company's post-consolidation common shares began trading on the Nasdaq stock exchange and ceased trading on the OTCQB exchange in the US, and the post-consolidation shares continued trading on the TSX Venture exchange in Canada. All references to share and per share amounts in these consolidated condensed interim financial statements have been retroactively restated to give effect to this share consolidation unless otherwise stated.

These consolidated condensed interim financial statements include the accounts of the Company and all of its wholly-owned subsidiaries:

All intercompany balances, transactions, revenues and expenses are eliminated upon consolidation. Certain information and note disclosures which are considered material to the understanding of the Company's consolidated condensed interim financial statements are provided below.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

IFRS 9 requires a company to classify its financial instruments based on the way they are measured, into one of three categories: Amortized Cost, FVTPL, and FVOCI. In determining the appropriate category for financial assets, a company must consider whether it intends to hold the financial assets and collect the contractual cash flows or to collect the cash flows and sell financial assets (the "business model test") and whether the contractual cash flows of an asset are solely payments of principal and interest (the "SPPI test").

All of the Company's financial instruments, initially recognized at fair value, are subsequently measured at amortized cost using the effective interest rate method. Transaction costs are included in the initial fair value measurement of the financial instruments.

The Company assesses on a forward-looking basis the expected credit loss associated with financial assets measured at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables, which is recorded as an allowance for credit losses. Losses are recognized in profit or loss and reflected in an allowance account against receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. During the three months ended December 31, 2021, the company recognized an allowance for credit losses, net of recoveries, of $135,755, against its accounts receivable (December 31, 2020 - $8,278) (Note 4).

For financial assets that are measured at amortized cost, the Company will, at a minimum, recognize 12 month expected losses in profit or loss, calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate.

Cash and cash equivalents usually consist of highly liquid investments which are readily convertible into cash with maturity of three months or less and are subject to an insignificant risk of change in value. As at December 31, 2021, and March 31, 2021 the Company had no cash equivalents.

The Company recognizes revenue from contracts with customers when a customer obtains control of the goods or services, and the Company satisfies its performance obligation to customers in exchange for consideration the Company expects to receive, net of discounts and taxes. Revenue is allocated to each performance obligation.

Most of the Company's contracts have a single performance obligation as the promise to transfer the individual goods. Revenues from the sale of products are recognized when the goods are shipped or accepted by the customer, depending on the delivery conditions, and title and risk have passed to the customer. Revenues from services such as supporting and training relating to the sale of products are recognized as the services are performed.

The Company would recognize an asset for the incremental costs of obtaining a contract with a customer if it expects the costs to be recoverable and has determined that such costs meet the requirements to be capitalized. Capitalized contract acquisition costs are amortized consistent with the pattern of transfer to the customer for the goods and services to which the asset relates. The Company does not capitalize incremental costs of obtaining contracts if the amortization period is one year or less.

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset

is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the Consolidated Statements of Operations and Comprehensive Loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in the Consolidated Statements of Operations and Comprehensive Loss.

The consolidated entities and their respective functional currencies are as follows:

Foreign currency transactions are translated into U.S. dollars using exchange rates in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate in effect at the measurement date. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the historical exchange rate or the exchange rate in effect at the measurement date for items recognized at FVTPL. Gains and losses arising from foreign exchange are included in the Consolidated Statements of Operations and Comprehensive Loss.

The results and financial position of those entities with a functional currency different from the presentation currency are translated into the presentation currency as follows:

- assets and liabilities are translated at the closing rate at the date of the Statements of Financial Position;

- all resulting exchange differences are recognized in accumulated other comprehensive loss.

Inventory is recorded at the lower of cost and net realizable value with cost determined on a specific item basis. The Company's inventory consists of electric buses in process, production supplies, and finished goods. In determining net realizable value for new buses, the Company primarily considers the age of the vehicles along with the timing of annual and model changeovers. For used buses, the Company considers recent market data and trends such as loss histories along with the current age of the inventory.

Property, plant and equipment ("PPE") are carried at cost, less accumulated depreciation and accumulated impairment losses. The cost of an item of PPE consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Depreciation is

provided at rates calculated to write off the cost of PPE, less their estimated residual value, using the following rates/estimated lives and methods:

Leasehold improvements	Over term of lease, straight line method
Computers	3 years, straight line method
EV equipment	3 years, straight line method
Furniture	7 years, straight line method
Automobile	5-10 years, straight line method
Leased asset	12 years, straight line method
Demonstration electric buses	12 years, straight line method

An item of PPE is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the Consolidated Statements of Operations and Comprehensive Loss. Where an item of PPE comprises major components with different useful lives, the components are accounted for as separate items of PPE. Expenditures incurred to replace a component of an item of PPE is accounted for separately, including major inspection and overhaul expenditures are capitalized.

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

Common shares are classified as equity. Finders fees and other related share issue costs, such as legal, regulatory, and printing, on the issue of the Company's shares are charged directly to share capital, net of any tax effects. During the nine months ended December 31, 2021, and December 31, 2020 the Company recorded $27,329 and $2,934,591 respectively, in share issuance costs on its Consolidated Condensed Interim Statements of Changes in Equity in regards to the issuance of shares (Note 11).

Income tax expense comprises current and deferred tax. Current and deferred tax are recognized in net income/loss except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss/income.

Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current period and any adjustment to income taxes payable in respect to previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year end date.

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits, and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period the Company reassesses deferred tax assets. The Company will recognize a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

The preparation of these consolidated condensed interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated condensed interim financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated condensed interim financial statements and may require accounting adjustments based on future occurrences. Revisions to critical accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the inputs used in the Black-Scholes option pricing model to measure stock-based compensation and warrants, determination of the useful life of equipment, net realizable value of inventory, provision for warranty expense, and the $nil provision for income taxes.

i. the determination of the discount rate to use to discount the promissory note receivable, lease finance receivable and lease liabilities;

ii. the determination of the functional currency of each entity within the consolidated Company;

iv. The classification of leases as either financial leases or operating leases;

v. The determination that there are no material matters requiring disclosures and/or recognition on the consolidated financial statements as either a provision, a contingent liability, or a contingent asset; and

vi. The identification of performance obligations in revenue contracts and the determination of when they are satisfied.

The Company grants share-based awards to certain officers, employees, directors and other eligible persons. The fair value of the equity-settled awards is determined at the date of the grant. In calculating fair value, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the Company. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value is determined by using the Black-Scholes option pricing model. At each financial reporting date, the cumulative expense representing the extent to which the vesting period has expired and management's best estimate of the awards that are ultimately expected to

vest is computed. The movement in cumulative expense is recognized in the Consolidated Statements of Operations with a corresponding entry against the related equity settled share-based payments reserve account over the vesting period. No expense is recognized for awards that do not ultimately vest. If the awards expire unexercised, the related amount remains in share-option reserve.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the Consolidated Statements of Operations and Comprehensive Loss, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The fair value of stock options granted to non-employees is re-measured at the earlier of each financial reporting or vesting date, and any adjustment is charged or credited to Operations and Comprehensive Loss upon re-measurement.

The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The fair value of the common shares issued in the private placement was determined to be the more easily measurable component and were valued at their fair value, as determined by the closing quoted bid price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as warrant reserve. If the warrants are exercised, the related amount is reclassified as share capital. If the warrants expire unexercised, the related amount remains in warrant reserve.

The Company receives grants from government agencies related to sales and leases of its electric buses. The accounting for these grants depends on whether the carrying amount of the vehicle remains with the Company, which is the case for operating leases where the Company is the lessor. For government grants associated with leased vehicles under operating leases, the grant reduces the value of the asset.

The Company periodically applies for financial assistance under available government incentive programs.

The grant is recognized when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants will be received. All funds received as part of the grant or subsidies are reflected in other income as awarded.

Provisions are recognized when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Company and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Provisions are discounted when the time value of money is significant.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application and leases of low value assets as short-term leases. The lease payments associated with these leases are recognized as expenses on a straight-line basis over the lease term.

The Company has also elected to apply the practical expedient for excluding the initial direct costs for the measurement of right of use assets at the date of initial application, as well as for using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Company recognizes a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, based on the initial amount of the lease liability. The assets are depreciated to the earlier of the end of the useful life of the right of use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, at the Company's incremental borrowing rate.

The ongoing lease liability is measured at amortized cost using the effective interest method. It is re-measured when there is a change in future lease payments, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is premeasured in this way a corresponding adjustment is made to the carrying amount of the right of use asset or is recorded in Operations and Comprehensive Loss if the carrying amount of the right of use asset has been reduced to zero.

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

If an arrangement contains lease and non-lease components, the Company applies IFRS 15 to allocate the consideration in the contract.

The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term, included in Revenue in the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

On initial application, the Company has elected to record right of use assets based on the corresponding lease liabilities, as described more fully in Note 8. Lease liabilities have been measured by discounting future lease payments at the incremental borrowing rate of 8% per annum, and represents the Company's best estimate of the rate of interest that it would expect to pay to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in the current economic environment.

The Company did not adopt any new or amended accounting standards during the three months ended December 31, 2021.

Certain new accounting standards and interpretations have been published by the IASB or the IFRS Interpretations Committee that are not mandatory for the December 31, 2021 reporting period.

The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company has not early adopted any of these standards and is currently evaluating the impact, if any, that these standards might have on its consolidated condensed interim financial statements.

The Company has a restricted cash balance of $111,752 as at December 31, 2021 (March 31, 2021 - $111,748) on deposit at a major financial institution in the United States. The funds relate to a contract for the sale of vehicles and will be returned to the Company 2 years after the acceptance of the vehicles by the customer.

The Company has evaluated the carrying value of accounts receivable as at December 31, 2021 in accordance with IFRS 9 and has determined that an allowance for credit losses of $135,755 against its accounts receivable (December 31, 2020 - $8,278) is warranted.

Greenpower's wholly owned subsidiaries San Joaquin Valley Equipment Leasing Inc. ("SJVEL") and 0939181 BC Ltd. lease vehicles to several customers, and as at December 31, 2021 the Company had a total of 49 (March 31, 2021 - 52) vehicles on lease that were determined to be finance leases, and the Company had a total of 2 (March 31, 2021 - 2) vehicles on lease that were determined to be operating leases. The Company did not enter into any leases with customers during the three months ended December 31, 2021. For operating leases, lease payments are recognized in revenue when earned.

For the three months and nine months ended December 31, 2021, selling profit on finance leases was nil and $698,285 respectively. The following table illustrates Finance Lease Receivables as at December 31, 2021:

As at December 31, 2021, the remaining payments to be received on Finance Lease Receivables are as follows:

The following is a listing of inventory as at December 31, 2021 and March 31, 2021:

On January 23, 2018, the Company entered into multiple lease agreements (the "Agreements") with a third party (the "Customer") for the purpose of leasing EV 550's for a period of five years. On January 30, 2018, these lease payments, except for the final payment to be made by the Customer of CDN$1,000,000 to the Company, were purchased by and transferred to an independent third party (the "Purchaser") in exchange for a lump sum payment of CDN$1,492,611 to the Company. The Purchaser was granted a first priority security interest in the EV550's. Both the lump sum and the discounted final payment were included in Revenue in the Consolidated Statements of Operations and Comprehensive Loss.

The CDN$1,000,000 due at the end of the lease term is classified as a Promissory Note Receivable on the Consolidated Condensed Interim Statements of Financial Position. The Promissory Note Receivable has been discounted over the five-year lease term at a rate of 6.4%.

The Company has evaluated the carrying value of the promissory note receivable as at December 31, 2021 and determined that there was no change in credit risk over the prior quarter. At March 31, 2021 the Company determined there was a significant increase in credit risk, and in accordance with IFRS 9, the Company aggregated the present value of expected payments of the promissory note receivable under three probability weighted scenarios and determined that a provision of CDN$455,110 or $344,737 as at March 31, 2021 was warranted. The carrying value of the promissory note receivable as at December 31, 2021 is $103,261 (March 31, 2021 - $99,346).

The Company has recorded Right of Use Assets and Lease Liabilities in its statement of financial position related to properties in California for which the Company has entered into lease agreements that expired in more than one year. The carrying value of Right of Use Assets as at December 31, 2021 is $169,426 (March 31, 2021 - $355,178). Rental payments on the Right of Use Assets are discounted using an 8% rate of interest and capitalized on the Consolidated Condensed Interim Statement of Financial Position as Lease Liabilities. The value of the Right of Use Assets is determined at lease inception and include the capitalized lease liabilities, incorporate upfront costs incurred and incentives received, and the value is depreciated over the term of the lease. For the nine months ended December 31, 2021, the Company incurred interest expense of $15,635 (December 31, 2020 - $31,671) on the Lease Liabilities, recognized depreciation expense of $180,752 (December 31, 2020 - $198,760) on the Right of Use Assets and made total rental payments of $217,953 (December 31, 2020 - $233,640). There were no additions to Right of Use Assets during the nine months ended December 31, 2021.

The following table summarizes payments on GreenPower's Lease Liabilities (undiscounted):

Payments on leases that are classified as short-term leases totaled $39,871 for the quarter ended December 31, 2021 (December 31, 2020 - $9,198) and were recognized in rent and maintenance expense. The remaining minimum lease payments until the end of leases classified as short-term leases are $93,788.

The following is a summary of activities for the nine months ended December 31, 2021:

During the 3 months ended December 31, 2021 the Company transferred 7 EV Stars from inventory to PP&E that are being used for demonstration purposes.

As at December 31, 2021 the Company's Line of Credit had a credit limit of up to $8,000,000 (March 31, 2021 - $8,000,000). The line of Credit bears interest at the bank's US Base Rate (December 31, 2021 - 3.75%, March 31, 2021 - 3.75%) plus 1.5%.

The Line of Credit is secured by a general floating charge on the Corporation's assets and the assets of one of its subsidiaries, and one of the Company's subsidiaries has provided a corporate guarantee. Two directors of the Company have also provided personal guarantees for a total of $5,020,000. The availability of the credit limit over $5,000,000 is subject to margin requirements of a percentage of finished goods inventory and accounts receivable, and these margins are tested on a monthly basis. As of December 31, 2021 the Company had a drawn balance of $4,104,678 (March 31, 2021 - nil) and available credit of $3,895,322 (March 31, 2021 - $8 million) on the Line of Credit.

On August 28, 2020 the Company completed a consolidation of its common shares on the basis of seven pre-consolidation shares for one post-consolidation common share. On the same date, the Company's post-consolidation common shares began trading on the Nasdaq stock exchange and ceased trading on the OTCQB exchange in the US, and the post-consolidation shares continued trading on the TSX Venture exchange in Canada. A total of three fractional shares were cancelled as a result of the share consolidation. All references to share and per share amounts in this section have been retroactively restated to give effect to this share consolidation.

During the three months ended December 31, 2021, the Company issued a total of 44,642 shares pursuant to the exercise of warrants and 107,500 shares pursuant to the exercise of stock options.

During the year ended March 31, 2021, the Company issued a total of 5,405,810 common shares, including 1,672,028 shares from the exercise of warrants, 145,537 shares from the exercise of options, 1,703,240 shares from converted debentures and 1,860,000 shares issued in the Company's IPO as well as 25,000 shares issued in a concurrent private placement and an additional 5 net fractional issued as a result of the share consolidation.

On August 28, 2020 the Company announced the pricing of its U.S. initial public offering of 1,860,000 common shares and concurrent private placement of 25,000 common shares, which closed on September 1, 2020. Both the initial public offering and the concurrent private placement priced at $20.00 per share for gross proceeds of $37.7 million before underwriting discounts and other costs. On announcement of the IPO the Company completed a consolidation of its common shares on the basis of seven pre-consolidation shares for one post-consolidation share and the Company's shares commenced trading on the Nasdaq stock exchange, ceased trading on the OTCQB exchange, and continued to trade on the TSX Venture Exchange.

The Company has an incentive stock option plan whereby it grants options to directors, officers, employees, and consultants of the Company. On May 14, 2019, the Company replaced its Fixed Stock Option Plan (the "2016 Plan") with a Rolling Stock Option Plan (the "2019 Plan"). Under the terms of the 2019 Plan, the aggregate number of Options that can be granted under the 2019 Plan cannot exceed ten (10%) of the total number of issued and outstanding Shares, calculated on a non-diluted basis. The exercise price of options granted under the 2019 Plan may not be less than the minimum prevailing price permitted by the TSXV policies with a maximum term of 10 years.

The Company completed a seven-for-one share consolidation on August 28, 2020. All figures in this Note have been retroactively restated to give effect to this share consolidation. See Note 2(a) for further details.

On March 9, 2016, the shareholders approved the previous stock option plan which initially allowed for the issuance of up to 1,491,541 shares and which was subsequently further increased to allow up to 2,129,999 shares to be issued under the plan (the "2016 Plan"). Prior to the adoption of the 2016 Plan, the Company had adopted an incentive stock option plan (the "Plan"), whereby it could grant options to directors, officers, employees, and consultants of the Company.

The Company had the following incentive stock options granted under the 2019 Plan and 2016 Plan that are issued and outstanding as at December 31, 2021:

As at December 31, 2021, there were 282,242 stock options available for issuance under the 2019 plan.

During the three months ended December 31, 2021, the Company incurred share-based compensation expense with a measured fair value of $1,109,505 (December 31, 2021 - $570,789). The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss. During the nine months ended December 31, 2021, the Company incurred share-based compensation expense with a measured fair value of $2,787,822 (December 31, 2020 - $820,567). The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

Subsequent to the end of the quarter the following shares were issued from the exercise of stock options (Note 22):

As at December 31, 2021, the Company had outstanding warrants, enabling the holders to acquire common shares as follows:

During the quarter ended December 31, 2021 GreenPower issued a total of 44,642 shares pursuant to the exercise of warrants at a price of CDN $3.50 per share.

During the year ended March 31, 2017, the Company issued a $594,000 promissory note (the "Note") to the City of Porterville to acquire land (Note 9). The Note bears interest at 2.0% per annum and is payable in blended monthly installments of $5,463, which began on November 1, 2016, and the final blended monthly instalment payment under the Promissory Note was made on October 1, 2021. As at December 31, 2021 a final balloon payment of $311,764 was due under the promissory note, and the Company was working with the City to arrange for the release of its security interest in the land concurrent with the final balloon payment. During the three months ended December 31, 2021, the Company incurred $526 of interest on the note (December 31, 2020 - $1,845). This amount is included in Interest and Accretion on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss. Subsequent to the end of the quarter the Company paid the final instalment on the Promissory Note Payable (Note 23).

The Company recorded Deferred Revenue of $23,714 for invoices issued to customers for the sale of all-electric buses which were not delivered as at December 31, 2021 (March 31, 2021 - $125,005).

The Company's financial instruments consist of cash and restricted cash, accounts receivable, lease finance receivables, promissory note receivable, line of credit, accounts payable and accrued liabilities, promissory note payable, and lease liabilities.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2: Inputs other than quoted prices that are observable for the asset or liabilities either directly or indirectly; and

The Company does not currently hold any financial instruments measured at fair value on the Consolidated Condensed Interim Statements of Financial Position. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

The Company's exposure to credit risk is on its cash, accounts receivable, promissory note receivable, and on its lease finance receivables. The maximum exposure to credit risk is their carrying amounts in the consolidated condensed interim financial statements.

Cash and restricted cash consists of cash bank balances held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal risk. The Company assesses the credit risk of its account receivable, lease finance receivables and promissory note receivable at each reporting period end and on an annual basis. As at December 31, 2021 the Company recognized an allowance for credit losses, net of recoveries, of $135,755, against its accounts receivable (December 31, 2020 - $8,278) (Note 4).

The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's cash balances and available liquidity on the Company's $8 million operating line of credit. The Company's cash is invested in bank accounts at major financial institutions in Canada and the United States and is available on demand. The Company will continue to rely on additional financings to further its operations and meet its capital requirements.

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange. The Company is exposed to interest rate risk with respect to its Line of Credit (Note 10).

The Company is exposed to foreign exchange risk as it conducts business in both the United States and Canada. Management monitors its foreign currency balances, but the Company does not engage in any hedging activities to reduce its foreign currency risk.

At December 31, 2021, the Company was exposed to currency risk through the following financial assets and liabilities in CDN Dollars.

The CDN/USD exchange rate as at December 31, 2021 was $0.7888 (March 31, 2021 - $0.7952). Based on the net exposure and assuming all other variables remain constant, a 10% change in the appreciation or depreciation of the Canadian dollar relative to the US dollar would result in a change of approximately $21,300 to other comprehensive income/loss.

The Company's capital management objective is to obtain sufficient capital to develop new business opportunities for the benefit of its shareholders. To meet these objectives, management monitors the Company's ongoing capital requirements on specific business opportunities on a case-by-case basis. The capital structure of the Company consists of cash, operating line of credit, and equity attributable to common shareholders, consisting of issued share capital and deficit.

A summary of compensation and other amounts paid to directors, officers and key management personnel is as follows:

1) Salaries and benefits incurred with directors and officers are included in Administrative fees on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

2) Consulting fees included in Administrative Fees on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss are paid to the Chairman and CEO for management consulting services, as well as Director's Fees paid to GreenPower's four independent directors.

3) Amounts recognized for related party stock-based compensation are included in Share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

4) Other fees for truck and trailer rentals paid to a company that the CEO and Chairman of GreenPower was previously an officer and director and the former CEO of GreenPower is an officer and director. These costs are included in Transportation costs on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

Accounts payable and accrued liabilities at December 31, 2021 included $98,756 (March 31, 2021 - $95,741) owed to officers, directors, and companies controlled by officers and directors, and shareholders, which is non-interest bearing, unsecured and has no fixed terms of repayment.

A director of the Company and the Company's CEO and Chairman have each provided personal guarantees of $2,510,000, or $5,020,000 in total to support the Company's $8 million line of credit. In consideration for these guarantees, in June 2018 the Company issued 628,571 non-transferrable common share purchase warrants exercisable at an exercise price of CDN $4.55 per share that were exercised during the quarter ended June 30, 2021, and in March 2019 the Company issued 685,714 non-transferrable common share purchase warrants exercisable at an exercise price of CDN $4.20 per share that expire on March 14, 2022.

On May 31, 2021 the Company issued 342,857 shares to Countryman Investments Ltd., a company beneficially owned by David Richardson, a director of GreenPower, pursuant to the exercise of 342,857 warrants at a price of CDN $4.55 per warrant, for gross proceeds of CDN $1,559,999.

On June 14, 2021 the Company issued 285,714 shares to KFS Capital LLC, a company beneficially owned by Fraser Atkinson, the Chairman and CEO of GreenPower, pursuant to the exercise of 285,714 warrants at a price of CDN $4.55 per warrant, for gross proceeds of CDN $1,299,999.

On August 24, 2021 the Company issued 357,143 shares to Countryman Investments Ltd., a company beneficially owned by David Richardson, a director of GreenPower, pursuant to the exercise of 357,143 warrants at a price of CDN $3.50 per warrant, for gross proceeds of CDN $1,250,001.

On August 27, 2021 the Company issued 80,357 shares to KFS Capital LLC, a company beneficially owned by Fraser Atkinson, the Chairman and CEO of GreenPower, pursuant to the exercise of 80,357 warrants at a price of CDN $3.50 per warrant, for gross proceeds of CDN $281,250.

On September 20, 2021 the Company issued 53,571 shares to Malcolm Clay, a director of GreenPower, pursuant to the exercise of 53,571 warrants at a price of CDN $3.50 per warrant, for gross proceeds of CDN $187,499.

On October 12, 2021 the Company issued 71,429 shares to Brendan Riley, the President and Director of GreenPower pursuant to the exercise of stock options, at a price of CDN $4.34 per share for gross proceeds of CDN $310,002.

On December 10, 2021 50,000 options were issued to each of seven officers and directors, for a total of 350,000 options, each exercisable at CDN$16.45 per share and expiring on December 10, 2026.

On December 23, 2021, the Company issued 10,000 shares to Michael Sieffert, the CFO of GreenPower pursuant to the exercise of stock options, at a price of CDN $2.59 per share for gross proceeds of CDN $25,900.

Subsequent to the end of the quarter, 14,286 shares were issued to each of four of GreenPower's directors at a price of CDN$5.25 per share pursuant to the exercise of options: Malcolm Clay, David Richardson, Mark Achtemichuk and Fraser Atkinson (Chairman and CEO), (Note 22).

These transactions were measured at the exchange amount, which is the amount agreed upon by the transacting parties.

Income tax expense is recognized based on management's best estimate of weighted average annual income tax rate for the full financial year applied to the pre-tax income of the reporting period. The Company's effective tax rate for the period ended December 31, 2021 was 27.00%.

As at December 31, 2021 and March 31, 2021 the Company has approximately $14,100,000 and $10,400,000 respectively, of non-capital losses carry forwards available to reduce Canadian taxable income for future years. As at December 31, 2021 and March 31, 2021 the Company has approximately $19,600,000 and $15,300,000, respectively, of net operating losses carry forwards available to reduce future taxable income in the United States. The losses in Canada and United States expire between 2030 and 2042 if unused.

The potential benefits of these carry-forward non-capital losses has not been recognized in these consolidated condensed interim financial statements as it is uncertain whether there will be sufficient future taxable profit that will allow the deferred tax asset to be recovered.

The Company operates in one reportable operating segment, being the manufacture and distribution of all-electric transit, school and charter buses.

During the three-month period ended December 31, 2021, the Company was economically dependent on three (December 31, 2020 - two) customer(s) who accounted for more than 10% of revenue from continuing operations and accounted for approximately 77% of revenue (December 31, 2020: 89%).

The Company's revenues allocated by geography for the three and nine months ended December 31, 2021 and 2020 are as follows:

As at December 31, 2021 and March 31, 2021 the majority of the Company's consolidated non-current assets, being property and equipment, are located in the United States.

The Company generally provides its customers with a base warranty on the entire transit, school or charter bus. The Company also provides certain extended warranties, including those covering brake systems, lower-level components, fleet defect provisions and battery-related components, covering a warranty period of approximately one to five years, depending on the contract. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims. It is expected that some of these costs will be incurred in the next fiscal year and the remaining will be incurred beyond two years of the reporting date. The warranty provision is recorded at 3.5% of revenue from product sales.

On April 29, 2020, the Company was approved for a $361,900 loan under the Payroll Protection Program ("PPP") administered by the U.S. Small Business Administration ("SBA"). The PPP is a loan program that originated from the U.S. Coronavirus Aid, Relief and Economic Security (CARES) Act. The PPP loan has a term of two years, is unsecured, and bears interest at 1% per annum. The Company shall pay monthly payments in an amount equal to one month's accrued interest commencing on the seventh month. All interest which accrues during the initial six months of the loan period will be deferred to and payable on the maturity date. During the quarter ended September 30, 2021 the Company received notice from the SBA that the principal of $361,900 and accrued interest of $3,378 on the PPP loan has been forgiven in its entirety, and $365,278 was recognized in Other Income for the loan forgiveness.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

This Management's Discussion and Analysis ("MD&A") is dated as of February 9, 2022 unless otherwise indicated and should be read in conjunction with the unaudited consolidated condensed interim financial statements of GreenPower Motor Company Inc. ("GreenPower", "the Company", "we", "our" or "us") for the three and nine months ended December 31, 2021 and the related notes. This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. Results are reported in US dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the three and nine months ended December 31, 2021 are not necessarily indicative of the results that may be expected for any future period. The consolidated condensed interim financial statements are prepared in compliance with International Financial Reporting Standards.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations can be obtained from the offices of the Company or from www.sedar.com.

Certain statements contained in the following MD&A constitute forward-looking statements. Such forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

GreenPower designs, manufactures and distributes a line of electric vehicles, including transit buses, school buses, shuttles, cargo vans, double-deckers and trucks. GreenPower employs a clean-sheet design to build all-electric commercial vehicles that are purpose built to be battery powered with zero emissions. GreenPower incorporates the latest technology into all of their compelling vehicles. The GreenPower solution incorporates: Vehicles with best-in-class range and payload coupled with industry best after sales support equals a competitive edge in the medium and heavy duty, commercial EV Space. For further information go to www.greenpowermotor.com

The following is a description of GreenPower's business activities during the three months ended December 31, 2021. During the quarter the Company completed the sale of 8 BEAST school buses, 7 EV Star Cab and Chassis, 3 EV Star Plus, and 5 EV Stars. During the quarter, GreenPower continued to invest in its business and people. The Company expanded its sales and marketing capabilities by adding additional EV Stars to its demonstration fleet, and by adding additional dealership parteners. GreenPower seeks to add new dealers to its network over time, expanding its footprint across the US. In addition, GreenPower continued to focus on the production of its all-electric medium and heavy-duty vehicles, and completed the quarter with over 75 vehicles in finished goods inventory, over 200 vehicles under production.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

GreenPower delivered eight BEAST all-electric school buses to school districts in Southern California, including six to Thermolito Union Elementary School District and two to Anaheim School District. The BEAST is an all-electric 40-foot, Type D school bus that can seat up to 90 passengers, delivering a range of up to 150 miles on a single charge via a 194kWh battery pack. These all-electric school buses have been very well received by the school districts, and represent an important step towards reducing children's exposure to harmful vehicle emissions. GreenPower continues to see strong demand for its BEAST all-electric school bus and plans to complete additional deliveries to school districts in the fourth quarter with buses in finished goods inventory that are ready to deliver pursuant to sales orders.

During the quarter, GreenPower completed the sale of seven EV Star cab and chassis ("EV Star CC"). Three of the EV Star CC's were delivered to one of GreenPower's distribution partners in Southern California. This distributor has been operating in California for over 70 years has been actively demonstrating the vehicles to its customer base in order to generate future sales opportunities. An additional four EV Star CC's were sold to TCI, a full-service equipment leasing and rental company offering logistics solutions to its customers in multiple states. This partner intends to use these vehicles in its fleet of service vehicles and is another example of GreenPower's focus on developing partnerships with companies that can drive future sales of GreenPower products.

GreenPower completed a follow-on sale of four EV Stars to a customer that is one of the premier providers of employee transportation services to corporations, major universities and hospitals with over 20 million miles driven annually across its fleet. These four EV Stars will be providing employee shuttle services at a Fortune 500 company located on the West Coast. This follow-on order is a testament to the quality and reliability of GreenPower's EV Star, and GreenPower anticipates additional orders from this customer over time. GreenPower sold a fifth EV Star to a municipality in the North East US, demonstrating GreenPower's expanding sales and customer footprint across the US.

GreenPower completed the delivery of three EV Star Transit Plus vehicles to a company based in Vancouver, Canada providing outsourced transportation solutions to commercial clients. It is anticipated that the vehicles will be operating at Vancouver International Airport, Canada's second busiest airport, providing passenger shuttle services. The use of GreenPower's zero-emission EV Stars at YVR is part of the airport's goal of eliminating emissions from their operations and becoming net-zero by 2030.

In early January GreenPower announced its plans to enter into lease/purchase agreement with the state of West Virginia to setup GreenPower's school bus manufacturing facility in South Charleston. As part of this agreement, the state of West Virginia has committed to purchase a minimum of $15 million of GreenPower vehicles produced at the facility. The new facility is approximately 80,000 square feet, is located on 9.5 acres, offering room for expansion over time, and requires minimal setup to begin school bus production. GreenPower is currently working with the state to determine the operational startup date, which is anticipated in the second half of 2022. The purchase/lease agreement will include deferred payment terms, and the state has agreed to provide up to $3.5 million in employment incentive payments in exchange for meeting hiring targets, which can be applied towards satisfaction of total payments required under the lease/purchase agreement.

In summary, the continued focus on building out GreenPower's inventory and sales capabilities in different geographies has positioned the company well for the current market environment. Management remains committed to capitalizing on near term growth opportunities and believes that our efforts will translate to increased sales and cash flow in the second half of the year.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

The Company does not know of any trends, commitments, events, or uncertainty that are expected to have a material effect on the Company's business, financial condition, or results of operations other than as disclosed herein under "Risk Factors" and the paragraph below.

For the three-month period ended December 31, 2021 the Company recorded revenues of $5,313,352 and cost of sales of $3,837,303 generating a gross profit of $1,476,049 or 27.8% of revenues. GreenPower's gross profit margin for the quarter was slightly below its 30% target primarily due to the sale of BEAST school buses at a lower gross margin, which was partially offset by sales at a gross margin of higher than 30%. Revenue was generated from the sale of 8 BEAST School buses, 7 EV Star Cab and Chassis, 5 EV Stars, 3 EV Star +, from the sale of parts, as well as from finance and operating leases and other sources. Operating costs consisted of administrative fees of $1,503,602 relating to salaries, project management, accounting, and administrative services; transportation costs of $52,679 which relate to the use of trucks, trailers, contractors as well as other operational costs needed to transport company products around North America; travel, accommodation, meals and entertainment costs of $202,770 related to travel for project management, demonstration of company products, and trade shows; product development costs of $286,007; sales and marketing costs of $133,424; insurance expense of $374,117; professional fees of $272,168 consisting of legal and audit fees; and office expense of $128,504 consisting of rent and other office expenses, as well as non-cash expenses including $1,109,505 of share-based compensation expense and depreciation of $127,210, generating a loss from operations before interest, accretion, foreign exchange and other income of $2,801,581.

Interest and accretion of $94,103, and a foreign exchange loss of $62,772 resulted in a loss for the period of $2,958,456. Non-cash expenses consisting of depreciation, accretion and accrued interest, share-based payments, warranty accrual, amortization of deferred financing fees and recovery for credit losses totaled $1,395,318 in the three-month period.

The consolidated total comprehensive loss for the three-month period was impacted by $3,204 of other comprehensive loss as a result of the translation of the entities with a different functional currency than presentation currency.

For the nine-month period ended December 31, 2021 the Company recorded revenues of $12,414,317 and cost of sales of $9,134,645 generating a gross profit of $3,279,672 or 26.4% of revenues. Revenue was generated from the sale of 37 EV Stars, 12 EV Star CC's, 10 BEAST school buses, 4 EV Star+, from the sale of parts and from the sale of 15 EV Stars and 10 EV Star Cab and Chassis for which the Company provided lease financing and which were accounted for as finance leases, as well as from finance and operating leases and other sources. Operating costs consisted of administrative fees of $4,022,759 relating to salaries, project management, accounting, and administrative services; transportation costs of $186,374 which relate to the use of trucks, trailers, contractors as well as other operational costs needed to transport company products around North America; travel, accommodation, meals and entertainment costs of $419,081 related to travel for project management, demonstration of company products, and trade shows; product development costs of $926,675; sales and marketing costs of $421,268; insurance expense of $804,740; professional fees of $791,932 consisting of legal and audit fees; and office expense of $292,434 consisting of rent and other office expenses, as well as non-cash expenses including $2,787,822 of share-based compensation expense and depreciation of $392,685, generating a loss from operations before interest, accretion, foreign exchange and other income of $7,866,214.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

Interest and accretion of $365,585, other income of $362,978 primarily related to the forgiveness of a loan, and a foreign exchange loss of $64,546 resulted in a loss for the period of $7,933,367.

The consolidated total comprehensive loss for the nine-month period was impacted by $30,080 of other comprehensive loss as a result of the translation of the entities with a different functional currency than presentation currency.

For the three-month period ended December 31, 2020 the Company recorded revenues of $2,398,781 and cost of revenues of $1,488,974 generating a gross profit of $909,807 or 37.9% of revenues. Revenue was generated from the delivery of 14 EV Stars for which the Company provided lease financing and which were accounted for as finance leases, from the sale of one EV Star Cargo Plus, one EV Star Plus, and one EV Star, as well as revenue from finance and operating leases and other sources. Operating costs consisted of administrative fees of $1,051,776 relating to salaries, project management, accounting, and administrative services; transportation costs of $65,963 which relate to the use of trucks, trailers, contractors as well as other operational costs needed to transport company products around North America; travel, accommodation, meals and entertainment costs of $73,854 related to travel for project management, demonstration of company products, and trade shows; product development costs of $186,977; sales and marketing costs of $182,790; professional fees of $117,901 consisting of legal and audit fees; and insurance expense of $233,415 and office expense of $84,561 consisting of rent and other office expenses, as well as non-cash expenses including $570,798 of share-based compensation expense and depreciation of $122,881, generating a loss from operations before interest, accretion and foreign exchange of $1,789,387.

Interest and accretion on the line of credit, convertible debentures and promissory notes totalled $362,230, and a foreign exchange gain of $18,511 resulted in a loss for the period of $2,133,106. Non-cash expenses consisting of depreciation, accretion and accrued interest, share-based compensation, warranty accrual, amortization of deferred financing fees, and allowance for credit losses totaled $1,056,014 in the three-month period.

The consolidated total comprehensive loss for the three-month period was impacted by $294,759 of other comprehensive loss as a result of the translation of the entities with a different functional currency than presentation currency.

For the nine-month period ended December 31, 2020 the Company recorded revenues of $7,506,447 and cost of revenues of $5,094,338 generating a gross profit of $2,412,109 or 32.1% of revenues. Revenue was generated from the sale of 52 EV Stars for which the Company provided lease financing and which were accounted for as finance leases, from the sale of one all-electric school bus, from the sale of one EV Star cargo plus, one EV Star plus, one EV Star, and from the sale of parts, as well as revenue from finance and operating leases and other sources. Operating costs consisted of administrative fees of $2,769,949 relating to salaries, project management, accounting, and administrative services; transportation costs of $119,459 which relate to the use of trucks, trailers, contractors as well as other operational costs needed to transport company products around North America; travel, accommodation, meals and entertainment costs of $178,715 related to travel for project management, demonstration of company products, and trade shows; product development costs of $643,785; sales and marketing costs of $235,834; professional fees of $275,977 consisting of legal and audit fees; insurance expense of $330,552 and office expense of $187,972 consisting of rent and other office expenses, as well as non-cash expenses including $820,567 of share-based compensation expense and depreciation of $355,113, generating a loss from operations before interest, accretion and foreign exchange of $3,500,925.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

Interest and accretion on the line of credit, convertible debentures and promissory notes totalled $1,423,138, and a foreign exchange loss of $124,542 resulted in a loss for the period of $5,048,605.

The consolidated total comprehensive loss for the nine-month period was impacted by $470,946 of other comprehensive loss as a result of the translation of the entities with a different functional currency than presentation currency.

The following tables provide a summary of selected information for the last eight quarters:

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

The following table summarizes vehicle deliveries pursuant to vehicle leases and vehicle sales for the last four quarters:

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

"Total Cash Expenses" as reflected above reflects the total expenses of the Company (total sales, general and administrative costs including interest and accretion, and the foreign exchange gain or loss) excluding depreciation, accretion and accrued interest, share-based payments, amortization of deferred financing fees, net warranty accrual and (allowance)/recovery for credit losses. Total Cash Expenses is a measure used by the Company as an indicator of cash expenses that excludes the impact of certain non-cash charges. Therefore, Total Cash Expenses gives the investor information as to the ongoing cash expenses from the operations of the business. However, Total Cash Expenses is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Total Cash Expenses as calculated by GreenPower may not be comparable to Total Cash Expenses as calculated and reported by other companies.

"Adjusted EBITDA" as reflected above reflects net income or loss before interest, taxes, share-based payments, depreciation and amortization, allowance/(recovery) for credit losses and net warranty accrual. Adjusted EBITDA is a measure used by analysts and investors as an indicator of operating cash flow since it excludes the impact of movements in working capital items, non-cash charges and financing costs. Therefore, Adjusted EBITDA gives the investor information as to the cash generated from the operations of a business. However, Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Adjusted EBITDA as calculated by GreenPower may not be comparable to Adjusted EBITDA as calculated and reported by other companies. The most comparable IFRS measure to Adjusted EBITDA is net income.

At December 31, 2021, the Company had a cash and restricted cash balance of $319,907 and working capital of $29,385,551. The Company's line of credit has a maximum credit limit of up to $8,000,000 and amounts available on the line of credit in excess of $5,000,000 are subject to margining requirements, and as at December 31, 2021 the Line of Credit had a drawn balance of $4,104,678. The Company manages its capital structure and makes adjustments to it based on available funds to the Company. The Company may continue to rely on additional financings and the sale of its inventory to further its operations and meet its capital requirements to manufacture EV vehicles, expand its production capacity and further develop its sales, marketing, engineering, and technical resources.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

The Company completed a seven-for-one share consolidation on August 28, 2020. All figures in this Note have been retroactively restated to give effect to this share consolidation.

The Company had the following incentive stock options granted under the 2019 Plan, and 2016 Plan that are issued and outstanding as at December 31, 2021:

As at December 31, 2021, there were 282,242 stock options available for issuance under the 2019 plan.

During the three months ended December 31, 2021, the Company incurred share-based compensation expense with a measured fair value of $1,109,505 (December 31, 2021 - $570,798). The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss. During the nine months ended December 31, 2021, the Company incurred share-based compensation expense with a measured fair value of $2,787,822 (December 31, 2020 - $820,567). The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

Subsequent to the end of the quarter the following shares were issued from the exercise of stock options:

As at December 31, 2021, the Company had outstanding warrants, enabling the holders to acquire common shares as follows:

During the quarter ended December 31, 2021 GreenPower issued a total of 44,642 shares pursuant to the exercise of warrants at a price of CDN $3.50 per share.

As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

A summary of compensation for directors, officers and key management personnel is as follows:

1) Salaries and benefits incurred with officers and a former officer are included in Administrative fees on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

2) Consulting fees included in Administrative Fees on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss are paid to the current Chairman and CEO for management consulting services, as well as Director's fees paid to GreenPower's four independent directors.

3) Amounts recognized for related party stock-based compensation are included in Share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.

On May 31, 2021 the Company issued 342,857 shares to a company beneficially owned by David Richardson, a director of GreenPower, pursuant to the exercise of 342,857 warrants at a price of CDN $4.55 per warrant, for gross proceeds of CDN $1,559,999.

On June 14, 2021 the Company issued 285,714 shares to a company beneficially owned by Fraser Atkinson, the Chairman and CEO of GreenPower, pursuant to the exercise of 285,714 warrants at a price of CDN $4.55 per warrant, for gross proceeds of CDN $1,299,999.

On August 24, 2021 the Company issued 357,143 shares to a company beneficially owned by David Richardson, a director of GreenPower, pursuant to the exercise of 357,143 warrants at a price of CDN $3.50 per warrant, for gross proceeds of CDN $1,250,001.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

On August 27, 2021 the Company issued 80,357 shares to a company beneficially owned by Fraser Atkinson, the Chairman and CEO of GreenPower, pursuant to the exercise of 80,357 warrants at a price of CDN $3.50 per warrant, for gross proceeds of CDN $281,250.

On December 10, 2021 50,000 options were issued to each of seven officers and directors, for a total of 350,000 options, each exercisable at CDN$16.45 per share and expiring on December 10, 2026.

On December 23, 2021 the Company issued 10,000 shares to Michael Sieffert, the CFO of GreenPower, pursuant to the exercise of stock options at a price of CDN$2.59 per share for gross proceeds of CDN $25,900.

Subsequent to the end of the quarter 14,286 shares were issued to each of four of GreenPower's directors at a price of CDN$5.25 per share pursuant to the exercise of options: Malcolm Clay, David Richardson, Mark Achtemichuk and Fraser Atkinson (Chairman and CEO).

These transactions were measured at the exchange amount, which is the amount agreed upon by the transacting parties.

The Company did not adopt any new or amended accounting standards during the three months ended December 31, 2021.

Certain new accounting standards and interpretations have been published by the IASB or the IFRS Interpretations Committee that are not mandatory for the December 31, 2021 reporting period.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the inputs used in the Black-Scholes option pricing model to measure share-based compensation and warrants, determination of the useful life of equipment, the carrying value of accounts receivable and the promissory note receivable and the associated allowance for credit losses, net realizable value of inventory, provision for warranty expense, and the $nil provision for income taxes. Critical estimates used in the preparation of these accounting statements include but are not limited to the following:

i. the determination of the discount rate to use to discount the promissory note receivable, lease finance receivable and lease liabilities;

ii. the determination of the functional currency of each entity within the consolidated Company;

iv. The classification of leases as either financial leases or operating leases;

vi. The identification of performance obligations in revenue contracts and the determination of when they are satisfied.

The Company's financial instruments consist of cash and restricted cash, accounts receivable, finance lease receivables, promissory note receivable, line of credit, accounts payable and accrued liabilities, promissory note payable, and lease liabilities. As at December 31, 2021, the Company had working capital of $29,385,551.

The Company's exposure to credit risk is on its cash, restricted cash, accounts receivable, promissory note receivable, and on its finance lease receivables. The maximum exposure to credit risk is their carrying amounts in the consolidated statement of Financial Statements.

Cash and restricted cash consist of cash bank balances held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal risk. The Company assesses the credit risk of its account receivable, lease finance receivables and promissory note receivable at each reporting period end and on an annual basis. As at December 31, 2021 the Company recognized an allowance for credit losses, net of recoveries, of $135,775, against its accounts receivable (December 31, 2020 - $8,278).

The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's cash balances and available liquidity consisting of available credit of $3,895,322 on the Company's $8 million operating line of credit. The Company's cash is invested in bank accounts at major financial institutions in Canada and the United States and is available on demand. The Company will continue to rely on additional financings to further its operations and meet its capital requirements.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

The Company is exposed to foreign exchange risk as it conducts business in both the United States and Canada. Management monitors its foreign currency balances but the Company does not engage in any hedging activities to reduce its foreign currency risk.

At December 31, 2021, the Company was exposed to currency risk through the following monetary assets and liabilities in CDN Dollars.

During the second quarter of fiscal 2021 the Company completed an initial public offering and concurrent private placement for gross proceeds of US$37.7 million less underwriting discounts and offering costs. As at December 31, 2021, the Company had a cash and restricted cash balance of $319,907, working capital of $29,385,551, available credit of $3,895,322 on the Company's operating line of credit, accumulated deficit of ($39,558,755), and shareholder's equity of $35,372,237. Subject to market conditions and other factors the Company may raise additional capital in the future to fund and grow its business for the benefit of shareholders. The Company may need to raise additional funds in order to continue as a going concern and there can be no assurance that sufficient funding, including adequate financing, will be available. The ability of the Company to arrange additional financing in the future depends in part on prevailing capital market conditions and the profitability of its operations. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

The total number of common shares issued and outstanding is 22,248,931 as of December 31, 2021. There are no preferred shares issued and outstanding.

An incentive stock option plan was established for the benefit of directors, officers, employees and consultants of the Company. As of December 31, 2021, there are 1,942,651 options granted and outstanding. The total number of common share warrants outstanding as of the same date is 685,714.

As at February 9, 2022 the company had 22,314,110 issued shares, 1,851,473 options outstanding, and 685,714 warrants outstanding.

Management is responsible for establishing and maintaining disclosure controls and procedures in order to provide reasonable assurance that material information relating to the Company is made known to them in a timely manner and that information required to be disclosed is reported within time periods prescribed by applicable securities legislation. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. The Company's CEO and CFO have concluded that disclosure controls and procedures as at December 31, 2021 were effective.

Investing in the common shares of the Company involves risk. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision. If any of the following risks actually occurs, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline and prospective investors may lose part or all of their investment.

The Company is exposed to many types of operational risks that affect all companies. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and/or systems. Operational risk is present in all of the Company's business activities, and incorporates exposure relating to fiduciary breaches, product liability claims, product recalls, regulatory compliance failures, legal disputes, business disruption, technology failures, business integration, damage to physical assets, employee safety, dependence on suppliers, foreign exchange fluctuations, insurance coverage and rising insurance costs. Such risks also include the risk of misconduct, theft or fraud by employees or others, unauthorized transactions by employees, operational or human error or not having sufficient levels or quality of staffing resources to successfully achieve the Company's strategic or operational objectives. The occurrence of an event caused by an operational risk that is material could have a material adverse effect on the Company's business, financial condition, liquidity and operating results.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

The Company has not paid any dividends and may not produce earnings or pay dividends in the immediate or foreseeable future.

The Company is relying solely on the past business success of its directors and officers. The success of the Company is dependent upon the efforts and abilities of its directors, officers and employees. The loss of any of its directors, officers or employees could have a material adverse effect upon the business and prospects of the Company.

Our orders with our customers generally require time-consuming customization and specification. We incur significant operating expenses when we are building a bus prior to sale or designing and testing a new bus. If there are delays in the sale of buses to customers, such delays may lead to significant fluctuations in results of operations from quarter to quarter, making it difficult to predict our financial performance on a quarterly basis.

The Company competes against a number of existing manufacturers of all-electric buses, traditional diesel buses and other buses with various models based on size, purpose or performance features. The Company competes in the non-diesel or alternative fuel segment of this market. Several of the company's competitors, both publicly listed and privately owned, have recently raised a significant amount of capital to invest in the growth and development of their businesses which has increased the competitive threat from several well-capitalized competitors. In addition to existing competitors in various market segments, there is the potential for future competitors to enter the market over the next several years.

The Company's products must comply with local regulatory and safety requirements in order to be allowed to operate within the relevant jurisdiction or to qualify for funding. These requirements are subject to change and one regulatory environment is not indicative of another.

Our products contain numerous purchased parts which we source globally directly from suppliers, some of which are single-source suppliers, although we attempt to qualify and obtain components from multiple sources whenever feasible. Any significant increases in our production may require us to procure additional components in a short amount of time, and in the past we have also replaced certain suppliers because of their failure to provide components that met our quality control standards or our timing requirements. There is no assurance that we will be able to secure additional or alternate sources of supply for our components or develop our own replacements in a timely manner, if at all. If we encounter unexpected difficulties with key suppliers, and if we are unable to fill these needs from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our products.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

The Company offers warranties on the transit, charter and school buses it sells. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims. Factors that could impact the estimated claim information include the success of the Company's productivity and quality initiatives as well as parts and labour costs. Actual warranty expense will differ from the provisions which are estimated by management.

Presently, the initial price of the Company's products are higher than a traditional diesel bus and certain grants and subsidies are available to offset these higher prices. These grants and subsidies include but are not limited to the Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project ("HVIP") from the California Air Resources Board ("CARB") in partnership with Calstart, the Specialty-Use Vehicle Incentive Program funded by the Province of British Columbia, Canada, the clean trucks NYSERDA program and the New York Voucher Incentive Program in the state of New York, the South Coast AQMD funding in California, Federal Transit Authority funding for eligible transit properties across the US, and VW Mitigation Trust Funds allocated to programs throughout the US. The ability for potential purchasers to receive funding from these programs is subject to the risk of the programs being funded by governments, and the risk of the delay in the timing of advancing funds to the specific programs. To the extent that program funding is not approved, or if the funding is approved but timing of advancing of funds is delayed, subject to cancellation, or otherwise uncertain, this could have a material adverse effect on our business, financial condition, operating results and prospects.

As of the date of this report the Company is not currently a party to any litigation or legal proceedings which are material, either individually or in the aggregate. However, the company may in the future be involved in litigation or legal proceedings that are material and may require recognition as a provision or contingent liability on the Company's financial statements. The Company has filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia, and the prior CEO and Director has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. He has also filed a claim for wrongful dismissal in the state of California, which has been stayed. In addition, a company owned and controlled by a former employee who provided services to a subsidiary company of GreenPower until August 2013 filed a claim for breach of confidence against GreenPower in July 2020. In May 2021 GreenPower did not renew the dealership agreement with Creative Bus Sales ("CBS"), and CBS is disputing that it should have been renewed. In spite of this dispute, GreenPower continues to work on customer orders with CBS. The Company does not expect the outcome of either its claim, or the claims filed against it, to be material, and as of the date of this report the resolution of these claims, including the potential timing or financial impact of these claims is inherently uncertain.

The United States and China signed a trade agreement in January 2020 after a trade war between the two countries that led to the implementation of tariffs on approximately $360 billion of Chinese imports to the United States. GreenPower's buses include parts and components imported from China, and tariffs are applied to imports of these products to the United States. These tariffs have increased the cost of GreenPower's buses imported to the United States and have had and are expected to continue to have a negative impact on our gross margins, profitability, financial performance and financial position. Any escalation of the tariffs on imported goods from China and other countries to the United States, or the imposition of other types of trade restrictions, will cause further negative impacts to our gross margin, profitability, financial performance and financial position.

GreenPower Motor Company Inc.
Management’s Discussion and Analysis
For the period ended December 31, 2021
Discussion dated: as of February 9, 2022

We rely on global shipping for vehicles that we produce at contract manufacturers, and for certain parts and components sourced from our global network of suppliers. We have experienced an increase in shipping costs and have experienced delays of deliveries of parts and components from our global suppliers, and on vehicles arriving from our contract manufacturers. While these delays and cost increases are not currently at a level that they have caused a material disruption or negative impact to our profitability, these delays and costs may increase to a point that they may negatively impact our financial results and ability to grow our business.

Vancouver, Canada / February 11, 2022 / GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) ("GreenPower"), a leading manufacturer and distributor of zero-emission electric-powered vehicles serving the cargo and delivery, shuttle, transit and school bus markets, today announced financial results for its fiscal third quarter ended December 31, 2021.

Brendan Riley, President of GreenPower commented, "During the quarter we delivered units across a variety of product lines while considerably expanding our sales pipeline. We continue to prioritize deliveries with a focus on our inventory of 30 BEAST school buses, 60 EV Stars and 50 EV Star CC's. We are very excited as we prepare to deliver our first 22-foot all-electric EV Star cargo vans at the end of the current quarter. This new EV Star model expands our all-electric cargo van offerings and increases our market opportunities! The first deliveries will be going to customers in New Jersey where we have over 20 approved vouchers and many more pending. During the quarter and subsequently, we have made significant progress adding the resources and strategic relationships that will accelerate our growth, reach and brand momentum going forward."

In January, GreenPower announced its plans to enter into a lease/purchase agreement with the state of West Virginia to setup GreenPower's school bus manufacturing facility in South Charleston. In addition, the state of West Virginia has committed to provide funding of $15 million for the purchase of GreenPower vehicles manufactured in the state. The new facility is approximately 80,000 square feet, is located on 9.5 acres, offering room for expansion over time, and requires minimal setup to begin school bus production. The operational start-up date is anticipated to be in the second half of 2022. The lease/purchase agreement includes deferred payment terms, and the state has agreed to provide up to $3.5 million in employment incentive payments in exchange for meeting hiring targets, which can be applied toward satisfaction of total payments required under the lease/purchase agreement.

Fraser Atkinson, CEO of GreenPower added, "The establishment of GreenPower's new production facility in the state of West Virginia is one of the most significant events in the Company's history. This allows us to substantially increase our domestic school bus production capabilities, tap new markets and significantly increase our footprint, all with minimal additional capital expenditure. Our goal is to be producing upward of 1,000 all-electric, purpose-built school buses in the state annually in three to four years. The state of West Virginia and the local South Charleston community have been extremely supportive, and we expect this will be a substantial growth driver for GreenPower in the near future."

GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose-built to be battery-powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California. Listed on the Toronto exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to www.greenpowermotor.com

This document contains forward-looking statements relating to, among other things, GreenPower's business and operations and the environment in which it operates, which are based on GreenPower's operations, estimates, forecasts and projections. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. A number of important factors including those set forth in other public filings (filed under the Company's profile on www.sedar.com) could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. GreenPower disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. All amounts in U.S. dollars. ©2022 GreenPower Motor Company Inc. All rights reserved.

Consolidated Condensed Statements of Financial Position	3

Consolidated Condensed Interim Statements of Operations and Comprehensive Loss	4

Consolidated Condensed Interim Statements of Changes in Equity	5

Consolidated Statements of Cash Flows	6

Notes to the Consolidated Financial Statements	7 - 28

		December 31, 2021			March 31, 2021
		(Unaudited)			(Audited)
Assets
Current
Cash	$	208,155		$	15,096,200
Restricted Cash (Note 3)		111,752			111,748
Accounts receivable, net of allowances (Note 4)		5,389,396			4,447,617
GST receivable		89,873			91,755
Current portion of lease finance receivables (Note 5)		400,687			308,505
Inventory (Note 6)		28,575,620			12,461,967
Prepaids and deposits		496,831			423,146
		35,272,314			32,940,938
Non-current
Promissory note receivable (Note 7)		103,261			99,346
Lease finance receivables (Note 5)		3,307,463			3,613,886
Right of use assets (Note 8)		169,426			355,178
Property and equipment (Note 9)		3,267,303			2,146,576
Prepaids and deposits		46,692			46,692
Deferred financing fees		78,113			416,738
Other assets		1			1
	$	42,244,573		$	39,619,355

Liabilities
Current
Line of credit (Note 10)	$	4,104,678		$	-
Accounts payable and accrued liabilities (Note 18)		1,184,324			1,294,056
Deferred revenue (Note 15)		23,714			125,005
Current portion of warranty liability (Note 21)		77,950			101,294
Promissory note payable (Note 14)		311,764			346,166
Current portion of lease liabilities (Note 8)		184,333			266,042
		5,886,763			2,132,563

Non-current
Payroll protection program loan (Note 22)		-			365,278
Lease liabilities (Note 8)		-			120,609
Warranty liability (Note 21)		985,573			848,457
		6,872,336			3,466,907
Equity
Share capital (Note 11)		67,155,439			61,189,736
Reserves		7,894,656			6,677,123
Accumulated other comprehensive loss		(119,103	)		(89,023	)
Accumulated deficit		(39,558,755	)		(31,625,388	)
		35,372,237			36,152,448
	$	42,244,573		$	39,619,355

Nature of Operations and Going Concern - Note 1
Subsequent Events - Note 23

Approved on behalf of the Board on February 9, 2022

*/s/ Fraser Atkinson*		*/s/ Mark Achtemichuk*
Director		Director

		For the three months ended						For the Nine months ended
		December 31,			December 31,			December 31,			December 31,
		2021			2020			2021			2020

Revenue (Note 20)	$	5,313,352		$	2,398,781		$	12,414,317		$	7,506,447
Cost of Sales		3,837,303			1,488,974			9,134,645			5,094,338
Gross Profit		1,476,049			909,807			3,279,672			2,412,109

Sales, general and administrative costs
Administrative fees (Note 18)		1,503,602			1,051,776			4,022,759			2,769,949
Depreciation (Notes 8 and 9)		127,210			122,881			392,685			355,113
Product development costs		286,007			186,977			926,675			643,785
Office expense		128,504			84,561			292,434			187,972
Insurance		374,117			233,415			804,740			330,552
Professional fees (Note 18)		272,168			117,901			791,932			275,977
Sales and marketing		133,424			182,790			421,268			235,834
Share-based payments (Notes 12 and 18)		1,109,505			570,798			2,787,822			820,567
Transportation costs (Note 18)		52,679			65,963			186,374			119,459
Travel, accommodation, meals and entertainment		202,770			73,854			419,081			178,715
Allowance for (recovery of) credit losses (Note 4)		87,644			8,278			100,116			(4,889	)
Total sales, general and administrative costs		4,277,630			2,699,194			11,145,886			5,913,034

Loss from operations before interest, accretion and foreign exchange		(2,801,581	)		(1,789,387	)		(7,866,214	)		(3,500,925	)

Interest and accretion		(94,103	)		(362,230	)		(365,585	)		(1,423,138	)
Other income (Note 22)		-			-			362,978
Foreign exchange gain / (loss)		(62,772	)		18,511			(64,546	)		(124,542	)

Loss for the period		(2,958,456	)		(2,133,106	)		(7,933,367	)		(5,048,605	)

Other comprehensive income / (loss)

Cumulative translation reserve		(3,204	)		(294,759	)		(30,080	)		(470,946	)

Total comprehensive loss for the period	$	(2,961,660	)	$	(2,427,865	)	$	(7,963,447	)	$	(5,519,551	)

Loss per common share, basic and diluted	$	(0.13	)	$	(0.11	)	$	(0.37	)	$	(0.29	)

Weighted average number of common shares outstanding, basic and diluted		22,206,047			19,430,580			21,662,425			17,237,791

(Expressed in US Dollars)	Share Capital					Equity portion						Accumulated other
(Unaudited)	Number of					of convertible						comprehensive			Accumulated
	Common shares		Amount			debentures			Reserves			income (loss)			Deficit			Total

Balance, March 31, 2020	15,486,750	$	16,892,725		$	379,506		$	5,515,639		$	(110,192	)	$	(23,852,634	)	$	(1,174,956	)

Shares issued for cash	1,885,000		37,700,000			-			-			-			-			37,700,000

Share issuance costs	-		(2,934,591	)		-			-			-			-			(2,934,591	)

Shares issued for exercise of warrants	1,537,881		4,975,586			-			(750,558	)		-			-			4,225,028

Shares issued for conversion of debentures	1,703,240		4,216,132			(379,506	)		-			-			-			3,836,626

Fair value of stock options exercised	1,429		4,632			-			(1,727	)		-			-			2,905

Share based payments	-		-			-			820,567			-			-			820,567

Cumulative translation reserve	-		-			-			-			(470,946	)		-			(470,946	)

Net loss for the period	-		-			-			-			-			(5,048,605	)		(5,048,605	)

Net fractional shares as a result of share consolidation	4		-			-			-			-			-			-

Balance, December 31, 2020	20,614,304	$	60,854,484		$	-		$	5,583,921		$	(581,138	)	$	(28,901,239	)	$	36,956,028

Balance, March 31, 2021	20,892,560	$	61,189,736		$	-		$	6,677,123		$	(89,023	)	$	(31,625,388	)	$	36,152,448

Share issuance costs	-		(27,329	)		-			-			-			-			(27,329	)

Shares issued for exercise of warrants	1,239,942		5,049,346			-			(994,161	)		-			-			4,055,185

Shares issued for exercise of stock options	116,429		943,686			-			(576,128	)		-			-			367,558

Share based payments	-		-			-			2,787,822			-			-			2,787,822

Cumulative translation reserve	-		-			-			-			(30,080	)		-			(30,080	)

Net loss for the period	-		-			-			-			-			(7,933,367	)		(7,933,367	)

Balance, December 31, 2021	22,248,931	$	67,155,439		$	-		$	7,894,656		$	(119,103	)	$	(39,558,755	)	$	35,372,237

		December 31			December 31
		2021			2020

Cash flows from (used in) operating activities
Loss for the period	$	(7,933,367	)	$	(5,048,605	)
Items not affecting cash
Allowance (recovery) for credit losses		100,116			(4,889	)
Depreciation		392,685			355,113
Share-based payments		2,787,822			820,567
Accretion and accrued interest		17,633			595,220
Amortization of deferred financing fees		338,625			465,378
Loss on disposal of equipment		2,300			-
Payroll Protection Loan		(365,278	)		-
Foreign exchange loss / (gain)		64,546			124,542
Cash flow used in operating activities before changes in non-cash items		(4,594,918	)		(2,692,674	)

Changes in non-cash items:
Accounts receivable		(941,779	)		(1,262,632	)
GST receivable		1,882			-
Inventory		(17,116,727	)		(2,776,895	)
Prepaids and deposits		(73,685	)		(379,654	)
Promissory note receivable		(3,915	)		(64,388	)
Lease finance receivables		113,645			(2,091,867	)
Deposits from customers		-			(169,079	)
Accounts payable and accrued liabilities		(109,732	)		(484,295	)
Deferred revenue		(101,291	)		(221,153	)
Warranty liability		113,772			187,071
		(22,712,748	)		(9,955,566	)

Cash flows from (used in) investing activities
Purchase of property and equipment		(232,734	)		(239,561	)
Proceeds from sale of equipment		1,300			-
		(231,434	)		(239,561	)

Cash flows from (used in) financing activities
Paycheck protection program proceeds		-			361,500
Repayment of loans from related parties		-			(2,761,136	)
Proceeds from (repayment of) line of credit		4,104,678			(5,469,944	)
Principal payments on promissory note		(34,393	)		(53,994	)
Principal payments on lease liabilities		(217,953	)		(201,969	)
Proceeds from issuance of common shares		-			37,700,000
Equity offering costs		(27,329	)		(2,934,591	)
Proceeds from exercise of stock options		367,558			2,905
Proceeds from exercise of warrants		4,055,185			4,225,028
		8,247,746			30,867,799

Foreign exchange on cash		(191,605	)		(54,936	)

Net increase (decrease) in cash and restricted cash	$	(14,888,041	)	$	20,617,736
Cash and restricted cash, beginning of period		15,207,948			451,605
Cash and restricted cash, end of period	$	319,907		$	21,069,341

		For the Period Ended
		December 31, 2021		December 31, 2020
Interest paid	$	9,326	$	455,289
Taxes paid	$	-	$	-

Name of	Country of	Ownership	Ownership	Principal
Subsidiary	Incorporation	31-Dec-21	31-Mar-21	Activity
GP GreenPower Industries Inc.	Canada	100%	100%	Holding company
GreenPower Motor Company, Inc.	United States	100%	100%	Electric bus manufacturing and distribution
0939181 BC Ltd.	Canada	100%	100%	Electric bus sales and leasing
San Joaquin Valley Equipment Leasing, Inc.	United States	100%	100%	Electric bus leasing
0999314 BC Ltd.	Canada	100%	100%	Inactive
Electric Vehicle Logistics Inc.	United States	100%	100%	Vehicle Transportation

Entity	Functional Currency
GreenPower Motor Company Inc. (parent)	U.S. Dollar
GP GreenPower Industries Inc.	Canadian Dollar
GreenPower Motor Company, Inc.	U.S. Dollar
0939181 BC Ltd.	Canadian Dollar
San Joaquin Valley Equipment Leasing, Inc.	U.S. Dollar
0999314 B.C. Ltd.	Canadian Dollar
Electric Vehicle Logistics Inc.	U.S. Dollar

		For the 3 Months Ended
		December 31, 2021
Lease finance receivable, beginning of period	$	3,762,200
Net investment recognized (derecognized)		-
Lease payments received		(152,671	)
Interest income recognized		98,621

Lease finance receivable, end of period	$	3,708,150

Current portion of Lease Finance Receivable	$	400,687

Long Term Portion of Lease Finance Receivable	$	3,307,463

		December 31, 2021
Year 1	$	910,104
Year 2 *		1,023,653
Year 3 *		1,376,352
Year 4 *		379,065
Year 5 *		474,082
Year 6*		628,750
less: amount representing interest income		(1,083,856	)
Lease Finance Receivable	$	3,708,150
Current Portion of Lease Finance Receivable	$	400,687
Long Term Portion of Lease Finance Receivable	$	3,307,463
* Includes unguaranteed residual

		December 31, 2021		March 31, 2021

Work in Process	$	17,905,246	$	10,048,518
Finished Goods		10,670,374		2,413,449

Total	$	28,575,620	$	12,461,967

1 year	$	188,829
thereafter		-
less amount representing interest expense		(4,496	)
Lease liability		184,333
Current Portion of Lease Liabilities		184,333
Long Term Portion of Lease Liabilities	$	-

		Computers			Furniture			Automobiles			Demonstration Electric Buses		Leased Asset		EV Equipment		Land		Leasehold Improvements		Total
Cost
Balance, March 31, 2021	$	93,850		$	60,879		$	245,246		$	1,045,305	$	672,151	$	834,514	$	801,317	$	51,242	$	3,804,504
Additions		58,629			16,010			82,927			-		-		75,168		-		-		232,734
Transfers from/(to) inventory		-			-			-			1,103,669		-		-		-		-		1,103,669
Disposals		-			-			(3,600	)		-		-		-		-		-		(3,600	)
Foreign exchange translation		(105	)		(195	)		-			-		-		-		-		-		(300	)
Balance, December 31, 2021	$	152,374		$	76,694		$	324,573		$	2,148,974	$	672,151	$	909,682	$	801,317	$	51,242	$	5,137,007

Depreciation and impairment losses
Balance, March 31, 2021	$	37,886		$	25,589		$	40,042		$	216,339	$	634,030	$	678,437	$	-	$	25,605	$	1,657,928
Depreciation		27,066			7,013			26,210			56,880		24,984		57,010		-		12,770		211,933
Foreign exchange translation		(119	)		(38	)		-			-		-		-		-		-		(157	)
Balance, December 31, 2021	$	64,833		$	32,564		$	66,252		$	273,219	$	659,014	$	735,447	$	-	$	38,375	$	1,869,704

Carrying amounts
As at, March 31, 2021	$	55,964		$	35,290		$	205,204		$	828,966	$	38,121	$	156,077	$	801,317	$	25,637	$	2,146,576

As at December 31 2021	$	87,541		$	44,130		$	258,321		$	1,875,755	$	13,137	$	174,235	$	801,317	$	12,867	$	3,267,303

			Exercise		Balance							Forfeited			Balance
Expiry Date			Price		March 31, 2021		Granted		Exercised			or Expired			December 31, 2021
October 27, 2021	CDN	$	4.34		71,429		-		(71,429	)		-			-
February 2, 2022	CDN	$	5.25		65,286		-		-			-			65,286
May 26, 2022	CDN	$	5.25		148,214		-		-			-			148,214
December 18, 2022	CDN	$	3.15		25,000		-		(10,714	)		-			14,286
May 4, 2023	CDN	$	3.50		70,357		-		-			-			70,357
November 30, 2023	CDN	$	3.01		50,000		-		-			-			50,000
February 12, 2024	CDN	$	3.50		78,571		-		(5,357	)		-			73,214
January 30, 2022	CDN	$	2.59		19,643		-		(1,786	)		-			17,857
January 30, 2025	CDN	$	2.59		309,822		-		(17,143	)		-			292,679
July 3, 2022	CDN	$	4.90		7,143		-		(7,143	)		-			-
July 3, 2025	CDN	$	4.90		49,643		-		(2,857	)		(1,428	)		45,358
November 19, 2025	US	$	20.00		300,000		-		-			-			300,000
December 4, 2025	US	$	20.00		20,000		-		-			-			20,000
May 18, 2026	CDN	$	19.26		-		173,650		-			(21,250	)		152,400
December 10, 2026	CDN	$	16.45		-		693,000		-			-			693,000
Total outstanding					1,215,108		866,650		(116,429	)		(22,678	)		1,942,651
Total exercisable					882,964										923,386
Weighted Average
Exercise Price (CDN$)				$	9.35	$	17.01	$	3.96		$	18.36		$	13.04
Weighted Average Remaining Life					3.1 years										3.5 years

		Three months ended			Nine months ended			Year ended
		December 31, 2021			December 31, 2021			March 31, 2021
Deferred Revenue, beginning balance	$	677,129		$	125,005		$	426,157
Additions to deferred revenue during the period		-			802,413			187,535
Deposits returned		(13,002	)		(75,046	)		-
Revenue recognized from deferred revenue		(640,413	)		(828,658	)		(488,687	)
Deferred Revenue, end of period	$	23,714		$	23,714		$	125,005

Cash	$	56,609
Accounts Receivable	$	119,960
Lease Finance Receivable	$	101,913
Promissory Notes Receivable	$	130,909
Accounts Payable and Accrued Liabilities	$	(138,898	)

		For the Nine Months Ended
		December 31, 2021		December 31, 2020

Salaries and Benefits (1)	$	361,160	$	370,763
Consulting fees (2)		255,000		220,954
Options Vested (3)		1,589,476		673,213
Other (4)		-		5,749
Total	$	2,205,636	$	1,270,679

			Three Months Ended
			December 31,			September 30,			June 30,			March 31,
			2021			2021			2021			2021
Financial results
	Revenues	$	5,313,352		$	4,441,963		$	2,659,002		$	4,378,131
	Income (loss) for the period		(2,958,456	)		(2,713,288	)		(2,261,623	)		(2,788,149	)
	Basic and diluted earnings/(loss) per share*	$	(0.13	)	$	(0.12	)	$	(0.11	)	$	(0.13	)
Balance sheet data
	Working capital		29,385,551			31,327,058			31,391,694			30,808,375
	Total assets		42,244,573			40,864,596			40,930,620			39,619,355
	Shareholders' equity		35,372,237			36,700,920			36,967,980			36,152,448

			Three Months Ended
			December 31,			September 30,			June 30,			March 31,
			2020			2020			2020			2020
Financial results
	Revenues	$	2,398,781		$	2,835,411		$	2,272,255		$	642,401
	Income (loss) for the period		(2,133,106	)		(1,486,160	)		(1,429,337	)		(2,114,027	)
	Basic and diluted earnings/(loss) per share*	$	(0.11	)	$	(0.09	)	$	(0.09	)	$	(0.14	)
Balance sheet data
	Working capital (deficit)		31,310,393			32,477,352			(707,573	)		743,131
	Total assets		39,814,446			43,044,685			14,473,657			13,207,679
	Shareholders' equity		36,956,026			34,647,254			(2,396,707	)		(1,174,956	)
* Based upon the weighted average number of shares issued and outstanding for the period, retroactively restated for the seven-for-one share consolidation completed on August 28, 2020.

	For the three months ended
	December 31,	Sept 30,	June 30,	March 31,
	2021	2021	2021	2021
Vehicle Sales
EV Star ^(1,2)	15	32	6	30
BEAST school bus	8	2	0	0
Total	23	34	6	30
Vehicle Leases
EV 250	0	0	0	5
EV Star ^(1,2)	0	10	15	0
Total	0	10	15	5

Total Deliveries	23	44	21	35

1) Includes various models of EV Stars.
2) 28 EV Stars sold in the quarter ended September 30, 2021 were previously on leases that were cancelled and subsequently sold, and the leases were originally entered into in the quarters ending June 30, 2021 (14 EV Stars), December 31, 2020 (9 EV Stars), September 30, 2020 (2 EV Stars), June 30, 2020 (1 EV Star), and December 31, 2019 (2 EV Stars). 30 EV Stars sold in the quarter ended March 30, 2021 were previously on leases that were entered into in December 2019 (13 EV Stars), June 2020 (11 EV Stars), and September 2020 (6 EV Stars). These 30 leases were cancelled during the quarter and the vehicles were subsequently sold.