6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

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

For the month of May 2024

Commission File Number 001-39476

GreenPower Motor Company Inc.

(Translation of registrant’s name into English)

#240 - 209 Carrall Street, Vancouver, British Columbia  V6B 2J2

(Address of principal executive offices)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ] 

EXPLANATORY NOTE

This Form 6-K/A amends the Form 6-K filed by GreenPower Motor Company Inc. (the “Company”) on February 13, 2024 (the “Original Form 6-K”). This Form 6-K/A is being filed for the purposes of (1) adding Exhibit 101 and to furnish the Interactive Data File (as defined in Rule 11 of Regulation S-T) as Exhibit 101 in accordance with Rule 405 of Regulation S-T for Exhibit 99.1 of the Original Form 6-K, which is the Company’s consolidated condensed interim financial statements for the three and nine months ended December 31, 2023 and December 31, 2022 and (2) filing a copy of Contract of Lease-Purchase dated May 2, 2022, effective August 1, 2022 between South Charleston Development Authority and GreenPower Manufacturing WV Inc.

Except as described above, no changes have been made to the Original Form 6-K, and this Form 6-K/A does not amend, update or change any other items or disclosures in the Original Form 6-K. Further this Form 6-K does not reflect subsequent events occurring after the filing date of the Original Form 6-K or modify or update in any way disclosures in the Original Form 6-K.

SUBMITTED HEREWITH

THIS FORM 6-K/A, INCLUDING EXHIBITS 10.1, 99.1 AND 101 INCLUDED WITH THIS FORM 6-K/A, ARE HEREBY INCORPORATED BY REFERENCE TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED (NO. 333-276209) AND FORM S-8 (NO. 333-261422), TO BE A PART THEREOF FROM THE DATE ON WHICH THIS FORM 6-K/A IS SUBMITTED. 

10.1	Contract of Lease-Purchase dated May 2, 2022, effective August 1, 2022 between South Charleston Development Authority and GreenPower Manufacturing WV Inc.
99.1	Financial Statements for December 31, 2023
101	Interactive Data File
101.INS*	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

GreenPower Motors Inc.

/s/ Michael Sieffert

Michael Sieffert, Chief Financial Officer 
Date:  May 6, 2024

EX-10.1

CONTRACT OF LEASE-PURCHASE

between

SOUTH CHARLESTON DEVELOPMENT AUTHORITY

as Lessor/Seller

and

GREENPOWER MANUFACTURING WV INC

as Lessee/Purchaser

Dated as of May 2, 2022

Effective August 1, 2022

CONTRACT OF LEASE-PURCHASE

THIS CONTRACT OF LEASE-PURCHASE (this "Lease"), dated as of April ____, 2022, effective August 1, 2022 ("Effective Date"), is by and between the SOUTH CHARLESTON DEVELOPMENT AUTHORITY, a municipal development authority created by the City of South Charleston, a political subdivision of the State of West Virginia (the "Lessor" or the "Seller"), and GREENPOWER MANUFACTURING WV INC (the "Lessee" or the "Purchaser"), a West Virginia corporation and wholly owned subsidiary of GreenPower Motor Company, Inc. ("GreenPower Motor"), as lessee.

WHEREAS, the Lessor, as designee of the West Virginia Department of Economic Development ("WVDED") pursuant to the terms of a Memorandum of Understanding for GreenPower Motor, dated as of January 4, 2022, by and among the West Virginia Department of Economic Development ("WVDED") and the Lessee (the "WV MOU"), has entered into an agreement with the West Virginia Infrastructure and Jobs Development Council ("Infrastructure Council") to acquire multiple parcels of land, including all structures contained thereon as further described below, as an inducement to Lessee to develop a facility for assembling and/or producing zero-emission, electric-powered medium and heavy-duty vehicles within the City of South Charleston (the "Project"); and

WHEREAS, the Lessor has acquired or intends to acquire the Leased Premises, with such acquisition financed by the Lender; and

WHEREAS, the Leased Premises will be leased to the Lessee pursuant to this Lease for the Project; and

WHEREAS, the Lessee, by executing this Lease, hereby leases the Leased Premises from the Lessor and all equipment owned by Lessor and located at the Leased Premises (the "Equipment") for use by the Lessee.

NOW, THEREFORE, THIS CONTRACT OF LEASE-PURCHASE WITNESSETH:

That for and in consideration of the Lease Payments (as hereinafter defined) to be paid by the Lessee to Lessor and the full and complete performance of the covenants, terms, and conditions hereinafter set forth, the Lessor hereby leases and demises unto the Lessee and the Lessee hereby takes and leases from the Lessor, for use by the Lessee, the real property and improvements thereon and Equipment owned by the Lessor located therein located in South Charleston West Virginia:

Certain lots, tracts or parcels of land, together with the improvements thereon and all furnishings, fixtures and equipment therein and appurtenances thereunto belonging, including a building, situated, lying and being in Kanawha County, West Virginia, as more particularly set forth and described in EXHIBIT A - SITE DESCRIPTION attached hereto and made a part hereof to which reference is hereby made.

The parties hereto covenant and bind themselves as follows:

1.(A)Definitions.  The following terms will have the meanings specified below, unless the context clearly requires otherwise:

"Act" means W. Va. Code § 7-12-1, et seq.

"Additional Lease Payments" means the cost of all property taxes (including without limitation all property taxes of any kind and any payments due under any PILOT Agreement relating to the Leased Premises or any portion thereof), Operating and Maintenance Expenses, and all other charges and costs (together with all interest and penalties that may accrue thereon in the event that the Lessee shall fail to pay the same, as specifically set forth in the Lease), all of which the Lessee assumes or agrees to pay under the Lease with respect to the Leased Premises, and not otherwise paid by the Lessee directly.  Additional Lease Payments do not include the Regular Lease Payments.

"Additional Parcels" means a 1.71-acre parcel of real property (hereinafter the "Rail Spur Parcel") and a 3.412-acre parcel of real property that Lessor intends to acquire from South Charleston Development III LLC after the Effective Date, and which, upon acquisition by Lessor, will be incorporated into the definition of Leased Premises in this Lease, as described in Exhibit B. The target price to acquire the Additional Parcels described in Exhibit B is $1,300,000.

"Asbestos Containing Materials" means material in friable form containing more than one percent (1%) of the asbestiform varieties of (a) chrysotile (serpentine); (b) crocidolite (ricbeckite); (c) amosite (cummington-itegrinerite); (d) anthophyllite; (e) tremolite; and (f) actinolite.

"Closing" means the date by which the Lessor acquires legal title to the portion of the Leased Premises identified and described in EXHIBIT A - SITE DESCRIPTION.

"Environmental Regulations" means all laws and regulations, now or hereafter in effect, with respect to Hazardous Materials, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (42 U.S.C. § 9601, et seq.) (together with the regulations promulgated thereunder, "CERCLA"); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901, et seq.) (together with the regulations promulgated thereunder, "RCRA"); the Emergency Planning and Community Right-to-Know Act, as amended (42 U.S.C. § 11001, et seq.) (together with the regulations promulgated thereunder, "Title III"); the Clean Water Act, as amended (33 U.S.C. § 1321, et seq.) (together with the regulations promulgated thereunder, "CWA"), the Clean Air Act, as amended (42 U.S.C. § 7401, et seq.) (together with the regulations promulgated thereunder, "CAA"); and the Toxic Substances Control Act, as amended (115 U.S.C. § 2601, et seq..) (together with the regulations promulgated thereunder, "TSCA"); and any state or local similar laws and regulations and any so-called local, state or federal "superfund" or "superlien" law.

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"Event of Default" means one or more of the "Events of Default" defined in Section 18 of this Lease.

"Full-Time Equivalent Employee" means a direct employee of the Lessee who receives paid benefits and works at least 140 hours per month; or, for part-time work, an employee who receives paid benefits and works at least 20 hours per week for at least six (6) consecutive or non-consecutive months per year shall be considered a full-time equivalent employee.

"Hazardous Materials" means any material amount of flammable explosives, polychlorinated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon, petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances or related materials, as defined in CERCLA, RCRA, CWA, CAA, TSCA and Title III, and the regulations promulgated pursuant thereto, and in all other Environmental Regulations applicable to the Lessee, any of the Leased Premises or the operations conducted by Lessee thereon on, from or beneath the Leased Premises.

"Lease Term" means the term of this Lease, as set forth in Section 4.

"Lease Payments" means, collectively, the Regular Lease Payments and the Additional Lease Payments payable by the Lessee for and in consideration of the right to use the Leased Premises during the Lease Term pursuant to Section 5 of this Lease.

"Leased Premises" means the real estate described in EXHIBIT A - SITE DESCRIPTION, together with all improvements, buildings, equipment, furnishings and fixtures owned by Lessor located thereon, and, after the Lessor has acquired the Additional Parcels, the real estate described in EXHIBIT B - ADDITIONAL PARCELS.

"Lender" means the West Virginia Water Development Authority, acting on behalf of the West Virginia Infrastructure and Jobs Development Council.

"Lessor's Documents" means this Lease, and all other documents executed and delivered by Lessor in connection with the leasing of the Leased Premises.

"Loan" means the Loan made by the Lender to the Lessor in the amount of [$6,700,000] where the Leased Premises only includes the real estate set forth in Exhibit A OR in the amount of [$8,000,000] where the Leased Premises includes the real estate set forth in Exhibit A and the Additional Parcels in Exhibit B.

"Occupancy Date" means August 1, 2022. The Occupancy Date is the same as the Effective Date.

"Operating and Maintenance Expenses" means, with respect to the Leased Premises, all costs and expenses of operation and maintenance of the Leased Premises, including, without limitation, the costs and expenses of salaries and fringe benefits, utility services, insurance, fees, licenses, permits, administrative expenses, taxes, maintenance, repairs, and security.

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"PILOT Agreement" means a binding and legal agreement setting forth the conditions and obligations of Lessee to make payments to the Lessor, the City, the Kanawha County Commission, the Kanawha County Assessor, the Kanawha County Sheriff and the Kanawha County Board of Education or the State in lieu of taxes.

"Plans" means the plans and specifications relating to the acquiring, remediating, improving, developing, and marketing real estate for purposes of commercial and economic development at, in or on the Leased Premises prepared by a licensed architect and approved by the Lessee.

"Purchase Price" means the amount advanced on the Loan, subject to a declining amount as a result of the Regular Lease Payments and pursuant to Loan Forgiveness provisions set forth in Sections 5(d) and 5(e) of this Lease.

"Release" means when used as a noun, any pumping, spilling, leaking, disposal of, or empty, discharge or release of, any Hazardous Materials.

"Regular Lease Payments" means the payments payable by the Lessee for and in consideration of the right to use the Leased Premises during the Lease Term pursuant to Section 5 of this Lease.

"State" means the State of West Virginia.

(B)Interpretation.

(i)Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

(ii)Headings of sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

(iii)All references herein to "Sections" and other subdivisions are to the corresponding Sections or subdivisions of this Lease; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Lease as a whole and not to any particular Section or subdivision hereof.

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2.Representations, Covenants and Warranties of the Lessee. The Lessee represents, covenants and warrants for the benefit of the Lessor as follows:

(a)The Lessee (i) is a corporation duly organized and existing under the laws of the State of West Virginia; (ii) has full power to own its properties and conduct its business; (iii) has full legal right, power and authority to execute and deliver this Lease and to consummate all transactions contemplated herein and therein; and (iv) by proper corporate action has duly authorized the execution and delivery of this Lease.

(b)Lessee covenants and agrees that the Leased Premises shall be used for the purpose of operating its business of assembling and/or producing zero-emission, electric-powered medium and heavy-duty vehicles and charging systems and components thereof, or for any other legal purpose authorized in writing by the Lessor with the prior written consent of the Infrastructure Council (the "Permitted Use").  Lessee agrees that it will not use any part of the Leased Premises in any unlawful manner or for unlawful purposes and that it will comply with all applicable federal, state and municipal laws with respect to the Leased Premises and its use thereof. Lessee shall obtain, at its sole expense, all licenses and permits which may be required for its use of the Leased Premises.

(c)The execution and delivery of this Lease, the fulfillment of or compliance with the terms and conditions hereof, and the consummation of the transactions contemplated hereby, will not conflict with, constitute a breach of, or default under, the Act, the Constitution and laws of the State, or other instrument to which the Lessee is a party or by which it is bound, or any constitutional or statutory provision, or order, rule, regulation, decree or ordinance of any court, government or governmental body to which the Lessee, the Leased Premises or any of the Lessee's other properties are subject.

(d)This Lease has been duly authorized, executed and delivered by the Lessee and constitute the legal, valid and binding obligations of the Lessee enforceable in accordance with their terms, except to the extent that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, or other laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

(e)There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, Lessee's knowledge, threatened, against the Lessee, wherein an unfavorable ruling or finding would adversely affect the validity or enforceability of this Lease, or which would materially and adversely affect any of the transactions contemplated thereby or the ability of the Lessee to perform its obligations hereunder.

(f)The representative of the Lessee executing this Lease has been duly authorized to execute and deliver this Lease.

(g)The Lessee shall comply with and shall cause its agents, any subtenants, licensees, employees and contractors, to comply with all Environmental Regulations and shall keep the Leased Premises free and clear of any violation of such Environmental Regulations.  Upon receipt of any notice from any person or entity with regard to the Release of Hazardous Materials on, from or beneath the Leased Premises, the Lessee shall give prompt written notice thereof to the Lessor (and, in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulation) and shall promptly proceed at Lessee's sole cost and expense to remediate any such Release of Hazardous Materials that occurred subsequent to the Effective Date to bring the Leased Premises into compliance with all Environmental Regulations; provided that an updated Environmental Phase 1 report, which will be used as a baseline, has been delivered to the Lessee, Lessor, Lender and WVDED in connection with the Closing . which .

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(h)Lessee shall immediately notify Lessor, in writing, of any receipt, knowledge or discovery of any oral or written communication from any federal, state, county, municipal, or other local government having jurisdiction over the Leased Premises or regarding any manner pertaining to the alleged failure to comply with any Environmental Regulations; any matter relating to a response, removal or remedial action, or any other action required by Environmental Regulations; or any other matter pertaining to Hazardous Materials; and shall promptly proceed at Lessee's sole cost and expense to bring the Leased Premises into compliance with all Environmental Regulations.

(i)Lessee hereby covenants and agrees to indemnify, defend and hold harmless Lessor from and against any and all claims, liabilities, penalties, fines, damages, judgments, losses, suits, actions, legal or administrative proceedings, interests, costs and expenses (including reasonable attorney's fees, consultant's fees and expert's fees), of any kind or nature, foreseen or unforeseen (collectively, "Damages"), arising from, related to or in connection with any breach of any covenants, representations and warranties of Lessee contained in this Section 2. Without limiting the foregoing, in the event Lessee causes or permits the presence of any Hazardous Materials on the Leased Premises, and the same results in contamination, Lessee shall promptly, at Lessee's sole cost and expense, take any and all necessary action to return the Leased Premises to the condition existing prior to the presence of such Hazardous Materials on the Leased Premises.

(j)On or before the 1^st day of November of each year, Lessee shall provide to the WVDED a report showing the total number of permanent and part-time employees working on the Lessee's site on the Leased Premises on the 30^th day of June of that year, and the aggregate total wages paid during the twelve (12)-month period ending on the 30^th day of the September the same year.

3.Representations, Covenants and Warranties of Lessor.  Lessor represents, covenants and warrants for the benefit of Lessee as follows:

(a)The Lessor is duly organized as a development authority and has all necessary power under the laws of the State to enter into this Lease and into each of the Lessor's Documents; to acquire the Leased Premises; to lease the Leased Premises to the Lessee; and to perform each of its obligations herein.

(b)The Lessor has duly authorized the execution and delivery of this Lease, the performance of its obligations hereunder and thereunder.

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(c)Lessor is negotiating an agreement with Park Corporation to acquire ownership of South Charleston Development III LLC, which holds title to the Additional Parcels that are more fully described in Exhibit B. The parties intend that upon acquisition by Lessor, the Additional Parcels are to be incorporated into the definition of Leased Premises for the purposes of this Lease, with no further modification or alteration of any other provision, condition, representation, warranty, or agreement contained herein, including the Lease Term and the Regular Lease Payments. Lessor hereby agrees and warrants that its failure to acquire the Additional Parcels by September 1, 2022, would constitute a material breach of this Lease.  Lessee's sole remedy for such a material breach shall be that the forgiveness set forth in Section 5(d) of this Agreement shall be applied to the $6.7 million total Loan and thereby the total regular Lease Payments owed from the Lessee to the Lender will be reduced accordingly, unless the Lessee and the WVDED agree to another remedy in writing.

(d)With the exception of the assignment for the benefit of Lender as set forth in Section 15.1 and a deed of trust to secure the Loan made by the Lender, Lessor will not assign its right, title and interest in and to the Lease Payments derived under, or assign, pledge or grant any security interest in its right, title and interest in, to and under this Lease or the Leased Premises; nor will Lessor assign its duties and obligations under this Lease to any other person, firm or corporation, so as to impair or violate the representations, covenants and warranties contained in this Section 3.

(e)Notwithstanding anything herein to the contrary, any pecuniary obligation the Lessor may incur hereunder in connection with the Project shall not be deemed to constitute a pecuniary obligation of the Lessor but shall be payable solely by the Lessee.

(f)There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best knowledge of the Lessor, threatened against the Lessor, wherein an unfavorable ruling or finding would adversely affect the validity or enforceability of this Lease or the Lessor's Documents or which would materially and adversely affect any of the transactions contemplated by this Lease or the Lessor's Documents or adversely affect the ability of Lessor to perform Lessor's obligations under this Lease or the Lessor's Documents.

(g)During the term of this Lease and so long as there shall not have occurred an Event of Default, the Lessor shall retain no rights with respect to the operation, maintenance, repair, management or administration of the Leased Premises.  Subject to the provisions of this Lease, the Lessee shall have the sole right to operate, maintain, repair, manage and administer the Leased Premises, including, but not limited to, all matters with respect to subleasing of all or any portion of the Leased Premises, acquiring and disposing of furnishings, fixtures and equipment, renovating, improving or removing portions of the Leased Premises and all other matters incidental to the operation, maintenance, repair, management and administration of the Leased Premises.

(h)Lessor makes no express or implied warranties regarding the Leased Premises. Lessee has inspected the Leased Premises and the Lessor has caused the current owner and/or the current tenant to rectify the deficiencies as listed in Exhibit D. The Lessee accepts the Leased Premises in the condition the Lessee has agreed to prior to Lessor's purchase of the Leased Premises.  If the Lease is terminated before expiration of the Lease Term as defined in Section 4 herein or prior to transfer of the Leased Premises to Lessee as described in Section 13 herein, Lessee shall deliver the Leased Premises to Lessor in good order and in substantially the same condition as existing as of the date hereof, ordinary wear and tear excepted.  Any damage to the Leased Premises caused by Lessee, ordinary wear and tear excepted, shall be promptly repaired or replaced to substantially its former condition by Lessee as required by Lessor, at Lessee's sole cost and expense. Subject to the terms of this Lease, the taking of possession of the Leased Premises by Lessee shall establish that the Leased Premises were, at such time, in satisfactory condition, order and repair.

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(i)Lessor shall give notice of termination of the existing lease to the current tenant in the real estate described in Exhibit A so the current tenant has vacated the premises before the Occupancy Date. Prior to the Effective Date, to the extent permitted by the existing lease with the current tenant, the Lessor will provide the Lessee with periodic access to the Leased Premises to allow the Lessee to organize the manufacturing facility, improvements, suppliers, charging and related activities; provided that such access will not unreasonably interfere with the current tenant's use of the Leased Premises and Lessee provides no less than five (5) business days of notice to the current tenant.

4.Lease Term.  The Lease Term, subject to the provisions hereof, shall begin on the Effective Date of this Lease.  Unless earlier terminated pursuant to the provisions hereof, this Lease shall terminate 16 years after the effective date of this Lease, or until the Lessee has paid in full the Purchase Price, subject to any credits, allowances, forbearances, reductions or forgiveness, whichever shall occur first.

5.Lease Payments.

(a)Regular Lease Payment.  A lease payment of $50,000 shall be paid directly to the Lender on the first day of the ninth month following the Effective Date, thence monthly, due on the first date of each successive month, until the Loan amount has been paid in full, subject to any credits or allowances set forth in subsection (d) of this Section, or loan forgiveness set forth in subsection (e) of this Section, or until the Lease is terminated, whichever occurs first.

(b)Additional Lease Payments.  The Lessee further covenants that it shall pay the Additional Lease Payments for the Leased Premises to the parties to whom such payments are owing in the amounts and at the times such amounts may be due and payable (inclusive of any applicable grace period).

(c)Regular Lease Payments Applied toward Purchase Price.  The full amount of the Regular Lease Payments will be applied to pay down the Purchase Price.

(d)Minimum Employment Threshold. In the event the Lessee directly employs a minimum of 200 Full-Time Equivalent Employees at the Leased Premises (the "Employment Threshold") on or before December 31, 2024, $1,300,000 of the Loan will be forgiven. In the event the Lessee fails to meet the Employment Threshold described herein by December 31, 2024, the amount of such forgiveness of the Loan shall be determined by multiplying $1,300,000 by a fraction the numerator of which is the actual number of Full-Time Equivalent Employees, as hereinafter defined, employed directly by the Lessee at the Leased Premises on December 31, 2024, and the denominator of which is 200.  The Lessee will provide the Lender and WVDED with the applicable payroll documentation supporting the Employment Threshold on or before December 31, 2024. The amount of such loan forgiveness shall be determined by WVDED and provided to the Lender and Lessee within thirty (30) days of the Lessee submitting the report described herein.

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(e)Additional Loan Forgiveness.  Beginning with the 300th Full-Time Equivalent Employee, and continuing with each incremental 100 Full-Time Equivalent Employees (each constituting an "Employee Threshold"), the amount of the Loan and, accordingly, the Purchase Price under the Lease shall be reduced by $500,000. The first calculation of this loan forgiveness will be made on or before November 1, 2023, based on the number of Full-Time Equivalent Employee jobs as of June 30, 2023, and such calculation shall be performed annually on or before the first day of November of each year thereafter, to and including November 1, 2028, based on the number of Full-Time Equivalent Employee jobs as of June 30 of the year of such calculation. Any principal forgiven will be subtracted from the final principal payments. The amount of any such loan forgiveness shall be determined by the WVDED and provided to the Lender and Lessee within thirty (30) days of the Lessee submitting the report required by section 2.(j).

(f)Dispute Resolution.  Any dispute regarding subsection (d) or (e) between the WVDED and the Lessee shall be governed by the laws of the State of West Virginia and any dispute between the WVDED and the Lessee arising out of subsection (d) or (e) above will be resolved in a West Virginia court having jurisdiction.

(g)Other Reductions in Purchase Price.  The Purchase Price may be further reduced by written agreement between the Lender and the Lessor subsequent to the execution and effective date of this Lease.  Lessee will be notified by Lessor of any such reduction by certified letter without the need to amend this Lease.

6.Utilities and Other Related Services. As of the effective date of this Lease, the Lessee shall, at its sole expense, obtain all utility services supplying the Leased Premises in its own name, and shall timely pay all charges for utility services to the Leased Premises directly to the applicable utility.  Lessor shall have no obligation to furnish or maintain any facilities or utility services of any kind, and shall not be liable to Lessee for any interruption or failure of such facilities or services.  No interruption or failure of such facilities or services shall be deemed an eviction or disturbance of Lessee's use and possession of the Leased Premises or render Lessor liable for any abatement of any Lease Payments.  Utilities specifically include, but are not limited to, water, gas, heat, light, power, telephone service, internet service, storm sewer and sanitary sewer, and other utilities of every kind furnished to the Leased Premises.

7.Maintenance.  The Lessee covenants that it shall maintain the entirety of the Leased Premises so as to comply in all respects with then-applicable federal, State and local laws and regulations, including the structure of the Leased Premises, both interior and exterior, the electrical and plumbing fixtures and equipment, and the interior and exterior painting, and in a good and tenantable condition, normal wear and tear excepted.  Lessee shall, at its own expense, maintain and make any repairs and replacements, foreseen and unforeseen, ordinary and extraordinary, to the Leased Premises, including, without limitation, all properties of the building, the lawn, landscaping and snow removal, and Lessor shall have no obligations thereto.  Lessee shall be responsible for the cost of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the building, Leased Premises and the facilities and systems thereof.  If Lessee exercises its right to construct, install, alter, enhance, or improve the Leased Premises pursuant to Section 12.1 of this Lease (collectively "Improvements"), such Improvements shall also be subject to the Lessee's maintenance obligations contained in this Section 7.  All repairs in and to the Leased Premises shall be promptly performed by Lessee at Lessee's sole cost and expense.

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8.Taxes, Assessments and Municipal/County Fees.  The parties acknowledge that the Lessor is a tax-exempt governmental entity and that the payments to be paid in lieu of taxes on the Leased Premises are to be governed by a PILOT Agreement to be entered into between Lessee, Lessor, the City, the Kanawha County Commission, the Kanawha County Assessor, the Kanawha County Sheriff and the Kanawha County Board of Education.  Pursuant to the PILOT Agreement, such payments shall be made by the Lessee.  The Lessee covenants that it shall be responsible for paying any and all municipal, county, or other taxes, including without limitation all property taxes of any kind; fees; and assessments, such as fire service fees, that may be applicable to the Leased Premises.

9.Expenses of Lessor.  After the Effective Date of this Lease and with advance notice when possible, all costs and expenses incurred by Lessor relating to this Lease, including, without limitation, reasonable attorneys' fees, shall be paid by the Lessee; provided that all Loan closing costs and expenses incurred by the Lessor, including, but not limited to, reasonable attorneys' fees, shall be paid by the WVDED.

10.Assignment.  This Lease may not be assigned or subleased in whole or in part by Lessee without the written consent of both Lessor and Lender, such consent to be granted in the sole discretion of Lessor and Lender; provided that Lessee may assign this Lease to a subsidiary wholly owned by the Lessee or by GreenPower Motor.

11.Insurance and Indemnification.  Lessee shall, during the Term, at Lessee's sole cost and expense, obtain and keep in force of all insurance on the Leased Premises, including hazard insurance, liability insurance and title insurance.  Lessee shall obtain additional insured endorsements that designate Lessor, City, Infrastructure Council, and Lender as additional insureds on all liability and casualty insurance policies obtained with respect to the Leased Premises or the operations performed therein.  Such insurance shall include:

(a)Casualty Insurance. An All-Risk Insurance policy covering the Leased Premises and all improvements located therein in an amount of 100% of the replacement value of the building and all improvements on the Leased Premises other than footers and foundations, and with such deductible as Lessor considers appropriate in Lessor's sole discretion. This insurance shall: (A) include hazard coverage, (B) include endorsements that name Lessor and Lender as additional insureds and name the Lender as a mortgagee/loss payee under the policy, (C) provide that no act of Lessee shall impede the right of Lessor or Lessor's mortgagees to receive and collect the insurance proceeds, and (D) provide that the right of Lessor and Lender to the insurance proceeds shall not be diminished because of any insurance carried by Lessee for Lessee's own account. Lessee acknowledges that it has no right to receive any proceeds from such insurance policy. Lessor shall not have to carry insurance of any kind on the Leased Premises or on Lessee's furniture or furnishings, or on any of Lessee's fixtures, equipment, improvements, or appurtenances under this Lease, and Lessor shall not be obligated to repair any damage thereto or replace the same.

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(b)Liability Insurance. Comprehensive general liability insurance coverage (either primary and/or umbrella policies), which shall include personal injury, bodily injury, broad form property damage, operations hazard, contractual liability and products and completed operations liability, in aggregate limit not less than Two Million Dollars ($2,000,000). The general liability insurance coverage shall be written on an occurrence basis. This insurance shall include endorsements naming Lessor and Lender as additional insureds. Notwithstanding any contrary provisions contained in this paragraph, if any liability insurance policy excludes coverage of any claim made by one insured against another, or any action or suit filed by one insured against another, then Lessee shall deliver to Lessor a separate liability insurance policy that insures only Lessor and such other parties as Lessor may designate in accordance with the provisions of this paragraph, and a certificate of insurance evidencing a separate liability insurance policy insuring Lessee in accordance with the provisions of this paragraph.

(c)Workers' Compensation and Employer's Liability Insurance. Workers' Compensation and Employer's Liability Insurance in a form and in an amount as required to comply with state law and that shall contain a waiver of subrogation against Lessor.

(d)Additional Insurance. Any other form or forms of insurance as Lessor or Lender may reasonably require from time to time, in form and amounts, and for insurance risks against which a prudent Lessee of a comparable size and in a comparable business would protect itself.

(e)Insurance Requirements Generally.  All policies shall be taken out with insurers that are reasonably acceptable to Lessor and in form satisfactory to Lessor. Lessee agrees that Certificates of Insurance or, if required by Lessor or Lender, certified copies of each such insurance policy will be delivered to Lessor as soon as practicable after the placing of the required insurance. Lessee shall, contemporaneously with the execution of this Lease, provide Lessor and Lender with a Certificate of Insurance as written evidence of the insurance in force, and renewals thereof shall be delivered to Lessor and Lender at least thirty (30) days prior to the expiration of the respective policy terms. All policies shall contain an undertaking by the insurers to notify Lessor and Lender in writing not less than thirty (30) days before any material change, reduction in coverage, cancellation, or other termination thereof.

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(f)Indemnification.

(i)Lessee hereby indemnifies and saves the Lessor harmless from and against all liability, losses, damages, costs, reasonable expenses (including reasonable counsel fees), taxes, causes of action, suits, claims, demands and judgments of any nature or form, by or on behalf of any person or entity arising in any manner from the Leased Premises, the operation of any business on the Leased Premises, the incurrence of any debt for the purposes of improving of the Leased Premises, the design, acquisition, construction; installation, operation, use, occupancy, maintenance, ownership or leasing of the Leased Premises, damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Leased Premises, any breach or default on the part of the Lessee in the performance of any of its obligations under this Agreement, or any violation of law, ordinance or regulation affecting the Leased Premises or any part thereof or the ownership or occupancy or use thereof.

(ii)In the event that any action or proceeding is brought against the Lessor by reason of any such claim, such action or proceeding shall be defended against by counsel to the Lessor or by the Lessee, as the Lessor, upon advice of counsel, shall determine. In the event such defense is by counsel to the Lessor, Lessee shall indemnify the Lessor for reasonable costs of counsel allocated to such defense and charged to the Lessor. The Lessee, upon notice from the Lessor, shall resist and defend such an action or proceeding on behalf of the Lessor.

(iii)The provisions of this subsection shall apply to all activities of Lessee or any manager, owner, employee, agent, business invitee, guest or contractor of Lessee with respect to the Leased Premises, whether occurring before or after execution of this Lease. All personal property upon the Leased Premises shall be at the risk of Lessee only and Lessor shall not be liable for any damage thereto or theft thereof.

(iv)The provisions of this subsection shall apply to any claim or liability not resulting from the Lessor's own negligence but shall not apply to any claim or liability resulting from the Lessor's sole negligence, bad faith, fraud or deceit.

12.Removal of Machinery and Equipment. It is understood and agreed that all machinery and equipment installed by the Lessee, or placed upon the Leased Premises incident to the business of the Lessee, whether annexed to the freehold or not, shall remain the personal property of the Lessee, and the Lessee shall have the privilege and right to remove them at any time during the term of this Lease, provided that any damage to the Leased Premises resulting from such removal shall be promptly repaired by the Lessee at Lessee's sole cost and expense.

12.1Right to Modify, Improve or Enhance Leased Premises.  It is understood and agreed that the Lessee, solely in its discretion, expense, and without any required consent of the Lessor, will construct, install, alter, enhance, and improve the Leased Premises so that Lessee may use the Leased Premises for any Permitted Use; however, this right excludes the Rail Spur Parcel, on which no construction or alteration will be permitted without consent of Lessor. Any buildings, permanent fixtures, or improvements, excluding removable personal property, machinery and equipment, will become part of the realty. The parties acknowledge that, at Lessee's sole discretion, cost and expense, Lessee will select the subcontractors, laborers, materialmen, and suppliers used in connection with any Leased Premises improvements.  Lessee will require any subcontractor, laborer, materialman, or supplier employed or working on, in or around the Leased Premises to obtain and provide liability insurance with an additional insured endorsement that names the Lessor as additional insured in the amounts and limits set forth in Section 11 herein.

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13.Right to Purchase the Leased Premises.  The Lessor hereby grants unto Lessee the right to purchase the Leased Premises, together with all improvements thereon, at any time prior to the expiration of this Lease and for a period of sixty (60) days after the termination of this Lease in exchange for payment of the then-remaining balance of the Loan (the "Purchase Option Price"), minus any credits, allowances or forgiveness. Lessee is deemed to have exercised the option granted under this Section 13 immediately upon payment in full of the Purchase Option Price, with the date of closing to occur thirty (30) days after the date of expiration of this Lease or thirty (30) days after payment of the Purchase Option Price, whichever is earlier. At the closing, Lessee/Purchaser will pay any associated closing, and Lessor/Seller will deliver the deed described in Section 14 to the Lessee/Purchaser free and clear of any security charges.

14.Title to Leased Premises. Except as expressly set forth in this Lease, title to the Leased Premises and any and all alterations thereto and replacements thereof shall be held in the name of the Lessor during the term of this Lease and the Lessee shall not have any right, title or interest in the Leased Premises.  However, at the end of the Lease Term upon the payment of all Lease Payments or on exercise of the Lessee's right to purchase the Leased Premises pursuant to Section 13 hereof, Lessor/Seller shall, at Lessee/Purchaser's sole expense and cost, make and deliver to the Lessee/Purchaser, a good and proper deed free and clear of any liens or encumbrances created by Lessor, duly executed and acknowledged with transfer stamps, if applicable, attached thereto, with covenants of special warranty, conveying good and marketable title to the Leased Premises, subject to all reservations, exceptions, conditions, easements, rights-of-way or other like limitations of record under and by which Lessor/Seller is bound in ownership of the Leased Premises as of the date of this Lease.  Lessee/Purchaser shall be responsible for all reasonable attorneys' fees, closing costs and any other expenses associated with the transfer of title from Lessor/Seller to Lessee/Purchaser described in this Section 14.

15.No Encumbrance, Mortgage or Pledge of Leased Premises.  The Lessee shall not permit any mechanic's or other lien to be established or remain against the Leased Premises. The Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Premises.  The Lessee promptly and at its own expense shall take such action as may be necessary to discharge any such mortgage, pledge, lien, charge, encumbrance or claim not excepted above that it shall have created, incurred or suffered to exist.  The Lessor shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien (other than any lien relating to taxes all of which are payable by the Lessee), charge, encumbrance or claim on or with respect to the Leased Premises other than the first-priority deed of trust, assignment of leases and rents and fixture filing for the benefit of Lender as described and identified in Section 15.1(b) herein.  The Lessor promptly and at its own expense shall take such action as may be necessary to discharge any such mortgage, pledge, lien, charge, encumbrance or claim not excepted above that it shall have created, incurred or suffered to exist.

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15.1.Assignment of Lessor's Rights to Lender.  The Parties agree that effective at Closing:

(a)The Lessor grants and assigns to Lender all rights of Lessor hereunder, including without limitation the right to receive the Regular Rental Payments and to exercise all remedies hereunder upon the occurrence of any of the Events of Default as defined in Section 18 herein;

(b)The Loan is secured by a first-priority deed of trust, assignment of leases and rents and fixture filing for the benefit of Lender that is senior and prior to this Lease;

(c)The obligations of the Lessee shall be guaranteed by GreenPower Motor pursuant to a guaranty agreement in form and substance acceptable to the Lender;

(d)The Lessor grants to the Lender the right of foreclosure or repossession upon the occurrence of a default with respect to the Loan.  In the event that Lender exercises such rights of foreclosure or repossession upon a default with respect to the Loan, Lender shall comply with all notification requirements to Lessor and Lessee as defined herein, as well as all applicable municipal, county and state laws; and

(e)In the event of a conflict between this Section 15.1 and any other terms of this Lease, this Section 15.1 shall take precedence and be given full effect, to the extent permitted by law.

16.Restriction on Sale.  Except as otherwise provided in Sections 15 and 15.1 above, Lessor agrees that as long as the Lessee is not in default hereunder, Lessor will not enter into any other contract or agreement affecting this Lease, the Lease Payments or the Leased Premises in any way or attempt to sell, assign, convey or otherwise alienate any interest it may have in the Leased Premises, this Lease or the Lease Payments, or assign the same as security for any other obligations of the Lessor without the prior written consent of the Lessee, such consent to be granted in the sole discretion of the Lessee.  Notwithstanding the foregoing, upon the occurrence of an Event of Default hereunder, Lessor's interest may be transferred, either pursuant to a foreclosure sale, deed in lieu of foreclosure, or otherwise.  Any person or entity acquiring the Leased Premises after a foreclosure sale or deed in lieu of foreclosure shall thereafter assume the same rights, duties, and obligations of Lessor hereunder unless this Lease shall have been terminated in accordance herewith.

For so long as Lessee is not in default of its obligations under this Lease and any sublease, as applicable, and an Event of Default has not occurred, any successor to Lessor shall be required to acknowledge that it is accepting title subject to this Lease.  Reasonable advance notice of any proposed transfer of Lessor's interest will be given to Lessee prior to any transfer.

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17.Further Assurance and Corrective Instruments.  The Lessor and the Lessee agree that they will execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments as reasonably may be required for correcting any inadequate or incorrect description of the Leased Premises hereby leased or intended to be leased or for otherwise carrying out the intention hereof.

18.Events of Default.  The following shall each be considered an "Event of Default" under this Lease:

(a)Lessee fails to make any Lease Payments within the time frame described in Section 5 of this Lease within thirty (30) days of the due date thereof;

(b)Lessee or its parent company, GreenPower Motor, files bankruptcy, either voluntary or involuntary, under the federal laws of the United States or of Canada;

(c)Lessee or its parent company, GreenPower Motor, fails to pay any taxes, fees, charges, or other financial obligations due and owing to any city, county, state or United States federal governmental entity, including but not limited to unemployment compensation, business and occupation taxes, business license fees, and income taxes, after being given notice by Lessor or Lender of said failure and Lessee fails to make payment on said failure within thirty (30) days of being given of such notice;

(d)Lessee breaches any of the terms of the PILOT Agreement and such breach last for a period longer than thirty (30) days after being given notice by one of the parties to the PILOT Agreement or from Lender;

(e)Lessee breaches any of the terms of the WV MOU or takes any action that would cause the Lessor to breach any of the terms of the Loan or Loan Documents;

(f)Lessee fails to maintain the insurance coverage required by Section 11 and such failure lasts for a period longer than thirty (30) days after being given notice by the Lessor or Lender;

(g)Lessee or GreenPower Motor becomes involved in a legal proceeding that results in the levy of execution or the acquisition of Lessee's leasehold interest hereunder by a trustee in bankruptcy, receiver, assignee or any other legal officer appointed in any insolvency or creditors' proceedings;

(h)Lessee vacates the Leased Premises and permits it to remain vacant for a period of thirty (30) days;

(i)Lessee fails to repair damage to the Leased Premises caused by fire, flood, wind, hail, or other event that materially damages the Leased Premises and/or the building, within sixty (60) days of such event;

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(j)Lessee fails to maintain the Leased Premises as described in Section 7 upon being given 30 days notice by the Lessor or Lender that such failure exists and no action has been taken by the Lessee to correct such failure to maintain;

(k)Any governmental agency, administration, commission, or authority, whether City, County, State or Federal, revokes Lessee's or GreenPower Motor Company, Inc.'s license, right, or authority to conduct business within the City, the State, or the United States of America; or

(l)Lessee breaches or otherwise fails to comply with any other provision of this Lease applicable to Lessee and fails to cure the same within thirty (30) days of being given notice thereof by Lessor or Lender.

19.Remedies on Default. If an Event of Default shall have occurred and be continuing beyond thirty (30) days after Lender or Lessor sends Lessee notice of such Event of Default, to the extent any such notice is given, the Lender in accordance with Paragraph 15.1, or the Lessor with Lender's prior written consent, may exercise any of the following remedies:

(a)Require the Lessee to pay all Lease Payments due immediately and may require the Lessee to prepay all estimated expenses for a two-year period that would constitute Additional Lease Payments to a financial institution of the choice of the Lessor to be held in escrow for the actual payments of the Additional Lease Payments; and/or

(b)Require Lessee to cure such Default, if the Default may be cured, within thirty (30) days; and/or

(c)Declare this Lease to be terminated and, by written notice served on Lessee by certified letter, require Lessee to vacate the premises within ninety (90) days of the date of the certified letter; and/or

(d)In the case of Lessor, request the Lender to take the action set forth above in subparagraph (c) above or to authorize the Lessor to take the action set forth above in subparagraph (c) above.

No remedy herein conferred upon or reserved to the Lessor and/or Lender is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder.  Lessor and/or Lender reserves their rights to exercise any of the above-described remedies individually or together, as may be appropriate, at their sole discretion, provided that Lessor may not exercise any such remedy without the Lender's prior written approval.  No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time, as often as may be deemed expedient.

20.Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws.  The Lessor and the Lessee agree, to the extent permitted by law, that in the case of a termination of this Lease, neither the Lessor nor the Lessee nor any one claiming through or under either of them shall or will set up, claim or seek to take advantage of, any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in order to prevent or hinder the enforcement of this Lease; and the Lessor and the Lessee, for themselves and all who may at any time claim through or under either of them, each waives, to the full extent that it may lawfully do so, the benefit of all such laws.

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21.Net Lease.  This Lease shall be deemed and construed to be a "net lease." The Lessee covenants that it shall pay absolutely net during the Lease Term the Lease Payments, free of any deductions, and without abatement, deduction or setoff. Lessee covenants that it shall pay all costs, expenses, and obligations of every kind and nature relating to the Leased Premises and the ownership, management, maintenance, repair, and operation thereof which may arise during the term of this Lease.  Lessee shall not be entitled to any abatement, reduction, setoff, counterclaim, defense, or deduction with respect to any Lease Payments by reason of (i) any damage to or destruction of the Leased Premises or any part thereof; (ii) any taking of the Leased Premises or any part thereof by condemnation or otherwise; or (iii) any prohibition, limitation, restriction, or prevention of the Lessee's use, occupancy, or enjoyment of the Leased Premises or any part thereof, or any interference with such use, occupancy or enjoyment.  Any financial obligation of Lessor, whether by operation of law or by obligation of contract, shall be the financial obligation of Lessee.

22.Payments Due on Holidays.  If the date for making any payment or the last day for performance of any act or the exercising of any right, as provided in this Lease, shall be a legal holiday or a day on which banking institutions in the State, the United States or Canada are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are not authorized by law to remain closed, with the same force and effect as if done on the date otherwise specified herein.

23.Entirety of Lease. This Lease constitutes the entire agreement between Lessor and Lessee.  There are no understandings, agreements, representations or warranties, express or implied, not stated herein. Any terms and conditions of any purchase order or other document submitted by the Lessee in connection with this Lease which are in addition to or inconsistent with the terms and conditions of this Lease and not executed by Lessor will not be binding and will not apply to this Lease.

24.Cooperation of Lessor. The Lessor shall cooperate fully with Lessee in filing any proof of loss with respect to any insurance policy or performance bond covering the events described in this Lease, in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Leased Premises, or in any action relating to any contract or agreement relating to the events described in this Lease.  In no event shall the Lessor voluntarily settle, or consent to the settlement of, any proceeding arising out of any such insurance claim, performance or payment bond claim, prospective or pending condemnation proceeding, or action, without the written consent of the Lessee.  Lessor shall transfer to the Lessee all proceeds received by the Lessor resulting from any condemnation proceeding or insurance proceedings related to the Leased Premises.  The provisions of this Section 24 shall be subject to Section 11 and the rights of the Lender relating to the Loan and any agreement executed in connection therewith, including without limitation the rights of the Lender under the first-priority deed of trust, assignment of leases and rents and fixture filing for the benefit of Lender as described and identified in Section 15.1 herein.

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25.Notices.  All communications, declarations, demands, consents, directions, approvals, instructions, requests and notices required or permitted by this Lease shall be in writing and shall be deemed to have been duly given or made when delivered personally or transmitted electronically by facsimile or email, receipt acknowledged, or in the case of documented overnight delivery service or registered or certified mail, return receipt requested, delivery charge or postage prepaid, on the date shown on the receipt therefor, in each case at the address set forth below:

If to the Lessee, as follows:

GreenPower Manufacturing WV Inc

8885 Haven Avenue, Suite 150

Rancho Cucamonga, CA  91730

Attention: Fraser Atkinson, CEO

Email Address: fraser@greenpowermotor.com

Brendan Riley, President

Email Address: brendan@greenpowermotor.com

If to the Lessor, as follows:

South Charleston Development Authority

238 Fourth Avenue

South Charleston, WV  25303

Attention: Executive Director

Email Address: ratkinson@cityofsouthcharleston.com

If either Parties' mailing address or email address for notice should change during the Term of this Agreement, that Party shall, within thirty (30) days of the effective date of the change, notify the other Party of the change in writing by certified mail, return receipt requested, postage prepaid, addressed to the then-applicable address.

26.Parties Bound. The covenants and conditions herein contained shall inure to the benefit of the Parties and shall bind the heirs, successors, executors, administrators, and assigns of the Parties.

27.Time of the Essence.  Time is of the essence of this Lease, and of each and every covenant, term, condition and provision hereof.

28.Severability. If any term, provision, covenant or restriction of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Lease shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.

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29.Compliance with Law.  The Parties shall comply with all applicable statutes, ordinances, rules and regulations of federal, state and municipal governments, and shall observe and comply promptly with all current and future orders of all courts having jurisdiction over the Leased Premises or any portion thereof, and all current and future requirements of all insurance companies writing policies covering the Leased Premises or any portion thereof.

30.Headings; Counterparts. The headings to the various Sections of this Lease have been inserted for reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof.  This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

31.Modifications. All modifications, amendments, alterations or changes to this Lease shall be in writing and signed by both parties.

32.Venue; Choice of Law.  This Lease shall be governed by and construed in accordance with the substantive federal laws of the United States and the law of the State of West Virginia.  Lessor and Lessee hereby submit to the jurisdiction and venue of the Circuit Court of Kanawha County, West Virginia, for any action between the Parties arising out of this Lease.

33.Memorandum of Lease.  A Memorandum of Lease shall be executed in the form attached as Exhibit C in order to record in the Clerk's Office of the County Commission of Kanawha County, West Virginia.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused their names to be affixed to this Lease.

SOUTH CHARLESTON DEVELOPMENT AUTHORITY, as Lessor

By	/s/ Frank A. Mullens, Jr.
Name:	Frank A. Mullens, Jr.
Title:	Chairman

STATE OF WEST VIRGINIA,

COUNTY OF KANAWHA, TO WIT:

The foregoing instrument was acknowledged before me this 2nd day of May, 2022, by Frank A. Mullens, Jr., Chairman of the SOUTH CHARLESTON DEVELOPMENT AUTHORITY, for the South Charleston Development Authority.

Given under my hand and seal this 2nd day of May, 2022.

My commission expires: 10/10/2024.

Glyn M. Houchins

Notary Public

[SEAL]

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GREENPOWER MANUFACTURING WV INC, as Lessee

By	/s/ Fraser Atkinson
Name:	Fraser Atkinson
Title:	CEO

PROVINCE OF BRITISH COLUMBIA,

CITY OF VANCOUVER, TO WIT:

The foregoing instrument was acknowledged before me this 2nd day of May, 2022, by Fraser Atkinson, CEO of GreenPower Manufacturing WV Inc.

Given under my hand and seal this 2nd day of May, 2022.

My commission expires: Does not expire.

/s/ Alex Farkas

Notary Public

[SEAL]

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EXHIBIT A

SITE DESCRIPTION

That certain tract or parcel of real estate lying and being situated in the City of South Charleston, Kanawha County, West Virginia, and described as follows:

A TRACT OF LAND SITUATED IN THE CITY OF SOUTH CHARLESTON, KANAWHA COUNTY, WEST VIRGINIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A WVDOH CONCRETE MONUMENT FOUND ON THE NORTHERLY CONTROLLED ACCESS RIGHT OF WAY LINE OF INTERSTATE 64, SAID CONCRETE MONUMENT BEING LOCATED AT STATION 490+22 AND 183 FEET LEFT OF THE CENTERLINE OF SAID INTERSTATE 64 AND BEING COMMON CORNER TO SOUTH CHARLESTON MUNICIPAL BUILDING COMMISSION (DB: 2989 PG: 992);

THENCE LEAVING SAID RIGHT OF WAY AND WITH THE COMMON LINE OF SAID MUNICIPAL BUILDING COMMISSION N08°32'40"E 139.80' TO A 5/8" REBAR AND CAP FOUND, COMMON CORNER TO A 3.41 ACRE +/- TRACT OF SOUTH CHARLESTON DEVELOPMENT III LLC;

THENCE WITH SAID 3.41 ACRE TRACT FOR THE FOLLOWING THREE COURSES AND DISTANCES:

N83°18'12"E 305.06' TO A 5/8" REBAR AND CAP FOUND;

N70°04'06"E 221.88' TO A 5/8" REBAR AND CAP FOUND;

N73°35'46"E 172.64' TO A 5/8" REBAR AND CAP SET, COMMON CORNER TO ORDERS CONSTRUCTION COMPANY (DB: 2993 PG: 311);

THENCE WITH SAID ORDERS CONSTRUCTION COMPANY TRACT FOR THE FOLLOWING THREE COURSES AND DISTANCES:

S10°24'37"E 54.93' TO A POINT;

N76°13'52"E 22.48' TO A POINT;

S12°14'38"E 12.94' TO A 5/8" REBAR AND CAP FOUND, COMMON CORNER TO A SECOND TRACT OF ORDERS CONSTRUCTION COMPANY (DB: 2572 PG: 684/ DB: 2993 PG: 304);

THENCE WITH SAID SECOND TRACT OF SAID ORDERS CONSTRUCTION COMPANY FOR THE FOLLOWING THREE COURSES AND DISTANCES:

S12°14'38"E 287.97' TO A 5/8" REBAR AND CAP FOUND;

S04°56'44"E 59.38' TO A 5/8" REBAR AND CAP FOUND;

S23°19'51"E 8.81' TO A 5/8" REBAR AND CAP FOUND ON THE NORTHERLY LINE OF CHESAPEAKE AND OHIO RAILWAY COMPANY (DB: 1354 PG: 700);

THENCE WITH SAID C&O RAILWAY COMPANY S60°35'04"W 276.03' TO A 1" IRON PIPE FOUND ON THE NORTHERLY CONTROLLED ACCESS RIGHT OF WAY LINE OF INTERSTATE 64;

THENCE WITH SAID RIGHT OF WAY LINE FOR THE FOLLOWING FOUR COURSES AND DISTANCES:

N68°33'28"W 242.28' TO A POINT;

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N64°23'58"W 47.79' TO A POINT;

N24°43'21"E 35.00' TO A POINT;

N70°56'11"W 325.58' TO THE PLACE OF BEGINNING, CONTAINING 6.02 ACRES, MORE OR LESS, AS SHOWN ON A PLAT OF SURVEY, DATED APRIL 15, 2022, PREPARED BY TERRADON CORPORATION.

BEING THE SAME REAL ESTATE CONVEYED UNTO SFC LAND, LLC BY DEED BOOK 2828 PAGE: 308, DEED BOOK: 2993 PAGE: 308 AND DEED BOOK: 2993 PAGE: 304.

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EXHIBIT B

ADDITIONAL PARCELS

Those certain tracts or parcels of real estate lying and being situated in the City of South Charleston, Kanawha County, West Virginia, and described as follows:

SOUTH CHARLESTON DEVELOPMENT III LLC 3.412± ACRE TRACT

A TRACT OF LAND SITUATED IN THE CITY OF SOUTH CHARLESTON, KANAWHA COUNTY, WEST VIRGINIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A MAG SPIKE SET IN ASPHALT AT THE TERMINUS OF INDUSTRIAL WAY, SAID POINT BEING A COMMON CORNER TO ORDERS CONSTRUCTION (DB: 2993 PG: 311);

THENCE WITH THE COMMON LINE OF ORDERS CONSTRUCTION S10°24'37"E 186.82' TO A 5/8" REBAR AND CAP SET, COMMON CORNER TO SFC LAND, LLC (DB: 2993 PG: 308);

THENCE WITH SAID SFC LAND, LLC S73°35'46"W 172.64' TO A 5/8" REBAR AND CAP FOUND, COMMON CORNER TO A SECOND TRACT OF SFC LAND, LLC (DB: 2828 PG: 154);

THENCE WITH SFC LAND, LLC (DB: 2828 PG: 154) FOR THE FOLLOWING TWO COURSES AND DISTANCES:

S70°04'06"W 221.88' TO A 5/8" REBAR AND CAP FOUND;

S83°18'12"W 305.06' TO A 5/8" REBAR AND CAP FOUND, COMMON CORNER TO SOUTH CHARLESTON MUNICIPAL BUILDING COMMISSION (DB: 2989 PG: 992);

THENCE WITH THE COMMON LINE OF SAID SOUTH CHARLESTON MUNICIPAL BUILDING COMMISSION FOR THE FOLLOWING THREE COURSES AND DISTANCES:

N42°40'07"E 138.96' TO A 5/8" REBAR AND CAP FOUND;

N38°05'47"W 149.50' TO A 5/8" REBAR AND CAP FOUND;

N0°34'15"E 39.31' TO A 5/8" REBAR AND CAP FOUND, COMMON CORNER TO A 16.42 ACRE TRACT OF MENARD INC (DB: 3118 PG: 723);

THENCE WITH SAID MENARD INC N82°31'42"E 71.26' TO A 5/8" REBAR AND CAP FOUND, COMMON CORNER TO A 1.71 +/- ACRE TRACT OF SOUTH CHARLESTON DEVELOPMENT III LLC (DB: 3105 PG: 87-PARCEL A);

24

THENCE WITH SAID PARCEL A N82°28'47"E, PASSING A 5/8" REBAR AND CAP SET AT 536.17', CORNER TO AFORESAID 1.71 +/- ACRE TRACT, PASSING A RAIL SPIKE FOUND AT 561.60', SAID POINT BEING THE SOUTHWEST TERMINUS OF INDUSTRIAL WAY, IN ALL 575.38' TO THE PLACE OF BEGINNING, CONTAINING 3.41 ACRES, MORE OR LESS, AS SHOWN ON A PLAT OF SURVEY, DATED APRIL 15, 2022, PREPARED BY TERRADON CORPORATION.

BEING THE SAME REAL ESTATE DESCRIBED AS DEED PARCEL B, AS CONVEYED UNTO SOUTH CHARLESTON DEVELOPMENT III LLC IN DEED BOOK 3105, AT PAGE 87.

SOUTH CHARLESTON DEVELOPMENT III LLC 1.71 +/- ACRE TRACT

A TRACT OF LAND SITUATED IN THE CITY OF SOUTH CHARLESTON, KANAWHA COUNTY, WEST VIRGINIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 5/8" REBAR AND CAP FOUND ON THE WESTERLY LINE OF INDUSTRIAL WAY, COMMON CORNER TO A 16.42 ACRE TRACT OF MENARD INC. (DB: 3118 PG: 123);

THENCE WITH THE WESTERLY LINE OF INDUSTRIAL WAY S10°54'42"E 249.16' TO A 5/8" REBAR AND CAP SET IN THE LINE OF A 3.41 ACRE TRACT OF SOUTH CHARLESTON DEVELOPMENT III LLC (DB: 3105 PG: 87 - PARCEL B), SAID POINT BEING THE SOUTHWESTERLY TERMINUS OF INDUSTRIAL WAY;

THENCE LEAVING INDUSTRIAL WAY AND WITH THE COMMON LINE OF SAID 3.41 ACRE TRACT S82°28'47"W 536.17' TO A 5/8" REBAR AND CAP FOUND, COMMON CORNER TO AFOREMENTIONED 16.42 ACRE TRACT;

THENCE WITH THE COMMON LINE OF SAID 16.42 ACRE TRACT FOR THE FOLLOWING TWO COURSES AND DISTANCES:

N07°03'39"W 30.10' TO A 5/8" REBAR AND CAP FOUND;

N59°43'20"E 565.19' TO THE PLACE OF BEGINNING, CONTAINING 1.71 ACRES, MORE OR LESS, AS SHOWN ON A PLAT OF SURVEY, DATED APRIL 15, 2022, PREPARED BY TERRADON CORPORATION.

BEING A PORTION OF THE SAME REAL ESTATE DESCRIBED AS DEED PARCEL A, AS CONVEYED UNTO SOUTH CHARLESTON DEVELOPMENT III LLC IN DEED BOOK 3105, AT PAGE 87.

25

EXHIBIT C

MEMORANDUM OF LEASE

26

MEMORANDUM OF LEASE

This is a Memorandum of Lease which summarizes that certain lease (the "Lease") entered into by and between the South Charleston Development Authority, 238 Fourth Avenue, South Charleston, WV 25303 (the "Lessor"), and GreenPower Manufacturing WV Inc, 8885 Haven Avenue, Suite 150, Rancho Cucamonga, CA 91730 (the "Lessee"), dated ______________, 2022.  This Memorandum of Lease is hereby executed by the parties of the lease in order to comply with the requirements of § 40-1-8 of the State Code of West Virginia, 1931, as amended, and shall effectively give notice to any party, pursuant to such code section, that a lease exists on the Demised Premises which is located at 30 Industrial Way, South Charleston, Kanawha County, West Virginia, and more particularly described in Exhibit A.  The effective date and commencement date of the Lease is August 1, 2022, and it continues for 16 years and terminates on August 1, 2038.  The Lease does not have a right of extension or renewal.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

27

Lessee:

GreenPower Manufacturing WV Inc

Name:	Fraser Atkinson
Title:	CEO

STATE OF _________________,

COUNTY OF _____________, TO WIT:

The foregoing instrument was acknowledged before me this _____ day of May 2022, by Fraser Atkinson, CEO of GreenPower Manufacturing WV Inc.

Given under my hand and seal this _____ day of _______________, 2022.

My commission expires: ________________

Notary Public

[SEAL]

28

Lessor:

South Charleston Development Authority

Name:	Frank A. Mullens, Jr.
Title:	Chairman

STATE OF WEST VIRGINIA,

COUNTY OF KANAWHA, TO WIT:

The foregoing instrument was acknowledged before me this 2nd day of May 2022, by Frank A. Mullens, Jr., Chairman of the SOUTH CHARLESTON DEVELOPMENT AUTHORITY, for the South Charleston Development Authority.

Given under my hand and seal this 2^nd day of May, 2022.

My commission expires: __________________________.

Notary Public

[SEAL]

This instrument was prepared by W. Michael Moore, Esq., Moore & Biser, PLLC, 317 Fifth Avenue, South Charleston, WV 25303.

29

EXHIBIT D

BUILDING DEFICIENCIES

1.The below 9/27/21 letter from United Structural Systems Ltd., but only to the extent that the  deficiencies identified in that letter have been observed and documented within one month of Closing.

2.Potesta & Associates Phase I ESA, dated April 28, 2022, attached hereto excluding appendices.

3S&S Engineers Draft Report dated April 28, 2022, attached hereto.

30

EX-99.1

GREENPOWER MOTOR COMPANY INC.

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

For the Three and Nine Months Ended December 31, 2023 and December 31, 2022

(Expressed in US dollars)

(Unaudited)

GREENPOWER MOTOR COMPANY INC.

Consolidated Condensed Interim Financial Statements

(Expressed in US Dollars)
(Unaudited)

December 31, 2023
Unaudited Consolidated Condensed Interim Statements of Financial Position	3
Unaudited Consolidated Condensed Interim Statements of Operations and Comprehensive Loss	4
Unaudited Consolidated Condensed Interim Statements of Changes in Equity	5
Unaudited Consolidated Condensed Interim Statements of Cash Flows	6
Notes to the Unaudited Consolidated Condensed Interim Financial Statements	7 - 22

 

GREENPOWER MOTOR COMPANY INC.

Consolidated Condensed Interim Statements of Financial Position

As at December 31, 2023 and March 31, 2023

(Expressed in US Dollars)

(Unaudited)

 

		December 31, 2023			March 31, 2023
Assets
Current
Cash (Note 3)	$	3,961,409		$	600,402
Accounts receivable, net of allowances (Note 4)		3,921,063			10,406,906
Current portion of finance lease receivables (Note 5)		137,535			1,051,873
Promissory note receivable (Note 4)		-			159,171
Inventory (Note 6)		32,902,039			41,609,234
Prepaids and deposits		1,025,397			328,584
		41,947,443			54,156,170
Non-current
Finance lease receivables (Note 5)		1,077,701			1,918,483
Right of use assets (Note 7)		4,316,884			4,845,738
Property and equipment (Note 8)		2,412,203			2,604,791
Restricted deposit (Note 9)		410,098			-
Other assets		1			1
	$	50,164,330		$	63,525,183
Liabilities
Current
Line of credit (Note 10)	$	7,686,591		$	6,612,232
Accounts payable and accrued liabilities (Note 15)		2,336,591			7,316,267
Current portion of deferred revenue (Note 13)		8,206,961			8,059,769
Loans payable to related parties (Note 15)		2,838,245			3,287,645
Current portion of lease liabilities (Note 7)		686,723			669,040
Current portion of warranty liability (Note 18)		743,230			535,484
Current portion of deferred benefit of government assistance (Note 17)		18,986			18,374
Current portion of term loan (Note 17)		1,627			1,467
		22,518,954			26,500,278
Non-current
Deferred revenue (Note 13)		2,520,330			1,938,840
Lease liabilities (Note 7)		4,119,987			4,570,811
Other liabilities		27,841			34,265
Term loan (Note 17)		607,623			608,751
Deferred benefit of government assistance (Note 17)		653,625			667,967
Warranty liability (Note 18)		1,663,299			1,542,265
		32,111,659			35,863,177
Equity
Share capital (Note 11)		76,332,163			75,528,238
Reserves		14,270,673			13,066,183
Accumulated other comprehensive loss		(96,014	)		(141,443	)
Accumulated deficit		(72,454,151	)		(60,790,972	)
		18,052,671			27,662,006
	$	50,164,330		$	63,525,183

Nature and Continuance of Operations and Going Concern - Note 1
Subsequent Events - Note 20

 

Approved on behalf of the Board on February 12, 2024
/s/ Fraser Atkinson	/s/ Mark Achtemichuk
Director	Director

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

Page 3 of 22

GREENPOWER MOTOR COMPANY INC.

Consolidated Condensed Interim Statements of Operations and Comprehensive Loss

For the Three and Nine Months Ended December 31, 2023 and 2022

(Expressed in US Dollars)

(Unaudited)

 

		For the three months ended						For the Nine months ended
		December 31,			December 31,			December 31,			December 31,
		2023			2022			2023			2022
Revenue (Note 16)	$	8,157,931		$	12,803,038		$	34,178,949		$	24,391,602
Cost of Sales (Note 7)		6,802,965			10,578,331			28,803,838			19,491,028
Gross Profit		1,354,966			2,224,707			5,375,111			4,900,574
Sales, general and administrative costs
Salaries and administration (Note 15)		2,323,305			1,782,750			6,404,331			5,162,709
Depreciation (Notes 7 and 8)		466,763			330,522			1,354,233			816,550
Product development costs		442,387			615,759			1,577,486			1,370,432
Office expense		457,684			318,508			1,178,011			539,610
Insurance		435,017			585,096			1,254,203			1,257,294
Professional fees		389,986			383,372			1,283,204			1,070,687
Sales and marketing		163,806			145,264			455,746			747,860
Share-based payments (Notes 12 and 15)		259,188			500,933			1,377,885			3,177,449
Transportation costs		51,651			107,251			174,824			171,091
Travel, accommodation, meals and entertainment		143,663			204,104			414,598			521,181
Allowance / (recovery) for credit losses (Note 4)		121,097			235,032			314,110			209,995
Impairment of finance lease receivable (Note 5)		423,267			-			423,267			-
Total sales, general and administrative costs		5,677,814			5,208,591			16,211,898			15,044,858
Loss from operations before interest, accretion and foreign exchange		(4,322,848	)		(2,983,884	)		(10,836,787	)		(10,144,284	)
Interest and accretion		(342,590	)		(465,188	)		(886,576	)	$	(1,112,485	)
Other income (Note 16)		-			72,867			-		$	72,867
Foreign exchange (loss) / gain		23,718			-			12,144		$	(36	)
Loss for the period		(4,641,720	)		(3,376,205	)		(11,711,219	)		(11,183,938	)
Other comprehensive income / (loss)
Cumulative translation reserve		30,711			52,372			45,429			(98,814	)
Total comprehensive loss for the period	$	(4,611,009	)	$	(3,323,833	)	$	(11,665,790	)	$	(11,282,752	)
Loss per common share, basic and diluted	$	(0.19	)	$	(0.14	)	$	(0.47	)	$	(0.48	)
Weighted average number of common shares outstanding, basic and diluted		24,962,086			23,401,591			24,937,992			23,234,740

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

Page 4 of 22

GREENPOWER MOTOR COMPANY INC.

Consolidated Condensed Interim Statements of Changes in Equity

For the Nine Months ended December 31, 2023 and 2022

(Expressed in US Dollars)

(Unaudited)

 

	Share Capital
	Number of								Accumulated other			Accumulated
	Common shares		Amount			Reserves			comprehensive loss			Deficit			Total
Balance, March 31, 2022	23,148,038	$	70,834,121		$	10,038,816		$	(128,436	)	$	(46,359,308	)	$	34,385,193
Shares issued for cash	458,404		1,100,145			-			-			-			1,100,145
Share issuance costs	-		(86,005	)		-			-			-			(86,005	)
Shares issued for conversion of stock options	3,322		15,094			(6,333	)		-			-			8,761
Share-based payments	-		-			3,177,449			-			-			3,177,449
Fair value of stock options forfeited	-		-			(593,818	)		-			593,818			-
Cumulative translation reserve	-		-			-			(98,814	)		-			(98,814	)
Net loss for the period	-		-			-			-			(11,183,938	)		(11,183,938	)
Balance, December 31, 2022	23,609,764	$	71,863,355		$	12,616,114		$	(227,250	)	$	(56,949,428	)	$	27,302,791
Balance, March 31, 2023	24,716,628	$	75,528,238		$	13,066,183		$	(141,443	)	$	(60,790,972	)	$	27,662,006
Shares issued for cash	188,819		520,892			-			-			-			520,892
Share issuance costs	-		(14,904	)		-			-			-			(14,904	)
Shares issued for exercise of options	71,429		297,937			(125,355	)		-			-			172,582
Fair value of stock options forfeited	-		-			(48,040	)		-			48,040			-
Share based payments	-		-			1,377,885			-			-			1,377,885
Cumulative translation reserve	-		-			-			45,429			-			45,429
Net loss for the period	-		-			-			-			(11,711,219	)		(11,711,219	)
Balance, December 31, 2023	24,976,876	$	76,332,163		$	14,270,673		$	(96,014	)	$	(72,454,151	)	$	18,052,671

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

Page 5 of 22

GREENPOWER MOTOR COMPANY INC.

Consolidated Condensed Interim Statements of Cash Flows

For the Nine Months Ended December 31, 2023 and 2022

(Expressed in US Dollars)

(Unaudited)

 

		December 31			December 31
		2023			2022
Cash flows from (used in) operating activities
Loss for the period	$	(11,711,219	)	$	(11,183,938	)
Items not affecting cash
Allowance for credit losses		314,110			209,995
Depreciation		1,354,233			816,550
Share-based payments		1,377,885			3,177,449
Accretion and accrued interest		263,422			171,311
Gain on disposal of equipment		-			(72,867	)
Impairment of finance lease receivable		423,627			-
Cash flow used in operating activities before changes in working capital		(7,977,942	)		(6,881,500	)
Changes in working capital:
Accounts receivable		6,614,903			(4,862,151	)
Inventory		9,389,526			(13,334,969	)
Prepaids and deposits		(696,813	)		198,426
Finance lease receivables		74,926			244,927
Accounts payable and accrued liabilities		(4,979,676	)		5,190,276
Deferred revenue		728,682			6,014,238
Warranty liability		627,638			716,704
		3,781,244			(12,714,049	)
Cash flows from (used in) investing activities
Proceeds from disposal of property and equipment, net of fees		-			874,184
Purchase of property and equipment		(291,249	)		(222,232	)
Restricted deposit		(400,000	)		-
Acquisition of assets from Lion Truck Body Inc.		-			(215,000	)
		(691,249	)		436,952
Cash flows from (used in) financing activities
(Repayment of) / loans from related parties		(449,400	)		3,202,156
Proceeds from (repayment of) line of credit		1,074,359			2,211,892
Payments on lease liabilities		(789,796	)		(164,561	)
Promissory note receivable		30,111			-
Repayment of other liabilities		(6,424	)		-
Proceeds from issuance of common shares		520,892			1,100,145
Equity offering costs		(14,904	)		(86,005	)
Proceeds from exercise of stock options		172,582			8,761
Term loan		(968	)		-
		536,452			6,272,388
Foreign exchange on cash		(265,440	)		(273,978	)
Net increase (decrease) in cash		3,361,007			(6,278,686	)
Cash, beginning of period		600,402			6,888,322
Cash, end of period	$	3,961,409		$	609,636

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

Page 6 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

1. Nature and Continuance of Operations and Going Concern

GreenPower Motor Company Inc. ("GreenPower" or the "Company") was incorporated in the Province of British Columbia on September 18, 2007. The Company is a manufacturer and distributor of purpose-built, all-electric, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.

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 IAS 34 Interim Financial Reporting as issued by the IASB. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with our audited financial statements for the year ended March 31, 2023.

The Company's continuing operations are dependent upon its ability to raise capital and generate cash flows. As at December 31, 2023, the Company had a cash balance of $3,961,409, working capital, defined as current assets less current liabilities, of $19,428,489 accumulated deficit of $(72,454,151) and shareholder's equity of $18,052,671. 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 vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern. Management plans to address this material uncertainty by selling vehicles in inventory, collecting accounts receivable, utilizing the Company's operating line of credit and by seeking potential new sources of financing.

These consolidated condensed interim financial statements were approved by the Board of Directors on February 12, 2024.

2. Material Accounting Policies

Basis of presentation

GreenPower has applied the same accounting policies and methods of computation in its Consolidated Condensed Interim Financial Statements as in the annual audited financial statements for the year ended March 31, 2023, except for the following which either did not apply to the prior year or are amendments which apply for the current fiscal year.

Page 7 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

2. Material Accounting Policies (Continued)

Adoption of accounting standards

Certain new accounting standards have been published by the IASB that are effective for annual reporting periods beginning on or after January 1, 2023, as follows:

•  IFRS 17 - Insurance Contracts
•  IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2 (Disclosure of Accounting Policies)
•  IAS 8 - Accounting policies, Changes in Accounting Estimates and Errors (Definition of Accounting Estimates)
•  IAS 12 - Income taxes (Deferred tax related to assets and liabilities arising from a single transaction)

Amendments to these standards did not cause a change to the Company's financial statements.

Future accounting pronouncements

Certain new accounting standards and interpretations have been published by the IASB that are mandatory for the annual period beginning April 1, 2024. 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.

3. Cash

As at December 31, 2023 the Company has a cash balance of $3,961,409 (March 31, 2023 - $600,402) which is on deposit at major financial institutions in North America. The Company has no cash equivalents as at December 31, 2023 or at March 31, 2023.

4. Accounts Receivable and Promissory Note Receivable

The Company has evaluated the carrying value of accounts receivable and its promissory note receivable as at December 31, 2023 in accordance with IFRS 9 and has determined that an allowance against accounts receivable of $329,743 and an allowance against Promissory Note Receivable of $131,089 as at December 31, 2023 (March 31, 2023 - $139,370 and $0) is warranted.

5. Finance Lease Receivable

Greenpower's wholly owned subsidiaries San Joaquin Valley Equipment Leasing Inc. and 0939181 BC Ltd. lease vehicles to several customers, and as at December 31, 2023, the Company had a total of 8 (March 31, 2023 - 45) vehicles on lease that were determined to be finance leases and the Company had a total of 4 (March 31, 2023 - 1) vehicles on lease that were determined to be operating leases. Between March 31, 2023 and December 31, 2023, 37 vehicles previously under finance lease were repossessed (Note 19) and 2 finance leases reached maturity. During the three and nine months ended December 31, 2023, the Company entered into 2 finance leases and 3 operating leases (three and nine months ended December 31, 2022 - nil finance leases and nil operating leases).

Page 8 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

5. Finance Lease Receivables (Continued)

As at December 31, 2023 the Company recognized an impairment of $423,267 on finance lease receivables. The impairment is related to a significant increase in credit risk associated with finance leases for five vehicles with one customer.

As at December 31, 2023, the remaining payments to be received on Finance Lease Receivables are as follows:

		31-Dec-23
Year 1	$	364,205
Year 2		364,205
Year 3		372,605
Year 4		346,200
Year 5		691,702
less: amount representing interest income		(923,681	)
Finance Lease Receivable	$	1,215,236
Current Portion of Finance Lease Receivable	$	137,535
Long Term Portion of Finance Lease Receivable	$	1,077,701

6. Inventory

The following is a listing of inventory as at December 31, 2023 and March 31, 2023:

		December 31, 2023		March 31, 2023
Work in Process and Parts	$	16,036,373	$	9,737,474
Finished Goods		16,865,666		31,871,760
Total	$	32,902,039	$	41,609,234

The Company's finished goods inventory is primarily comprised of EV Stars, EV Star Cab and Chassis, BEAST Type D school buses, and Nano BEAST Type A school buses. During the three months ended December 31, 2023, $5,645,273 of inventory was included in cost of sales (December 31, 2022 - $8,626,522). During the three and nine months ended December 31, 2023 there was a writedown of inventory totaling $408,651 related to 1 EV550, 3 EV Star Cargo, 25 EV Star and 10 EV Star CC, and there were no writedowns of inventory in the three and nine months ended December 31, 2022. During the nine months ended December 31, 2023, $25,506,204 of inventory was included in cost of sales (December 31, 2022 - $17,465,610).

Page 9 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

7. Right of Use Assets and Lease Liabilities

The Company has recorded Right of Use Assets and Lease Liabilities in its consolidated statement of financial position for lease agreements that the Company has entered into that expire in more than one year at the inception of the leases. These leases are in a single class of Right of Use Assets, whose carrying value at December 31, 2023 was $4,316,884 (March 31, 2023 - $4,845,738).

Rental payments on the Right of Use Assets are discounted using an 8.0% rate of interest and capitalized on the Consolidated 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 three months ended December 31, 2023 the Company incurred interest expense of $93,162 (2022 - $95,770) on the Lease Liabilities, recognized depreciation expense of $190,563 (2022 - $187,704) on the Right of Use Assets and made total rental payments of $256,458 (2022 - $91,993). For the nine months ended December 31, 2023, the Company incurred interest expense of $287,250 (2022 - $135,044) on the Lease Liabilities, recognized depreciation expense of $592,985 (2022 - $384,328) on the Right of Use Assets and made total rental payments of $789,796 (2022 - $315,751).

GreenPower entered into a Contract of Lease-Purchase with the South Charleston Development Authority for a property located in South Charleston, West Virginia during the year ended March 31, 2023. The terms of the lease required no cash up front and monthly lease payments that start May 1, 2023. GreenPower is eligible for up to $1,300,000 forgiveness on the lease, calculated on a pro-rata basis for the employment of up to 200 employees by December 31, 2024. GreenPower is also eligible for additional forgiveness of $500,000 for every 100 employees above the first 200. Title to the property will be transferred to GreenPower once total lease payments and the amount of the forgiveness reach $6.7 million. The lease liability recorded for this lease at lease inception was not reduced to reflect contingently forgivable amounts due to the uncertainty of the attainment of employment levels required to realize these lease liability reduction benefits at the inception of the lease.

The following table summarizes changes in Right of Use Assets between March 31, 2023 and December 31, 2023:

Right of Use Assets, March 31, 2023	$	4,845,738
Depreciation		(592,985	)
Transfer to deposit		(5,000	)
Additions during the period		69,131
Right of Use Assets, December 31, 2023	$	4,316,884

Page 10 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

7. Right of Use Assets and Lease Liabilities (continued)

The following table summarizes changes in Right of Use Assets between March 31, 2022 and March 31, 2023:

Right of Use Assets, March 31, 2022	$	116,678
Additions		4,968,446
Additions in acquisition		448,512
Depreciation		(571,793	)
Removal		(101,105	)
Transfer to deposit		(15,000	)
Right of Use Assets, March 31, 2023	$	4,845,738

The following table shows the remaining undiscounted payments on lease liabilities, interest on lease liabilities and the carrying value of lease liabilities as at December 31, 2023.

		31-Dec-23
1 year	$	1,027,585
thereafter	$	5,746,378
less amount representing interest expense	$	(1,967,253	)
Lease liability	$	4,806,710
Current Portion of Lease Liabilities	$	686,723
Long Term Portion of Lease Liabilities	$	4,119,987

8.  Property and Equipment

The following is a summary of changes in Property and Equipment for the nine months ended December 31, 2023:

Property and Equipment, March 31, 2023	$	2,604,791
plus: purchases		291,249
plus: transferred from inventory		275,378
less: depreciation		(761,798	)
plus: foreign exchange translation		2,583
Property and Equipment, December 31, 2023	$	2,412,203

Page 11 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

8. Property and Equipment (continued)

The following is a summary of changes in Property and Equipment for the twelve months ended March 31, 2023:

Property and Equipment, March 31, 2022	$	3,443,317
plus: purchases		355,992
plus: acquired in acquisition		268,252
less: sold		(801,317	)
less: depreciation		(662,152	)
plus: foreign exchange translation		699
Property and Equipment, March 31, 2023	$	2,604,791

9. Restricted deposit

On June 23, 2023 the Company agreed to pledge a $400,000 term deposit as security for an irrevocable standby letter of credit issued by the commercial bank to an insurance company that is providing the Company with a surety bond to support the Company's importation of goods to the United States. The term deposit has a term of one year and earns interest at a fixed rate of 4.9%. The surety bond was issued on June 28, 2023, has a term of one year and is automatically renewable for successive one-year terms unless cancelled by the bank with 45 days' notice or cancelled by the surety bond provider. The Company expects that the restricted deposit will be held as security for the standby letter of credit for a period of greater than one year.

10. Line of Credit

The Company's primary bank account denominated in US dollars is linked to its Line of Credit such that funds deposited to the bank account reduce the outstanding balance on the Line of Credit. As at December 31, 2023 the Company's Line of Credit had a credit limit of up to $8,000,000 (March 31, 2023 - $8,000,000). The Line of Credit bears interest at the bank's US Base Rate (December 31, 2023 - 9.0% plus 2.0% margin, March 31, 2023 - 8.0% plus 1.5% margin).

The Line of Credit is secured by a general floating charge on the Company'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 provided personal guarantees for a total of $5,020,000. The Line of Credit contains customary business covenants such as maintenance of security, maintenance of corporate existence, and other covenants typical for a corporate operating line of credit, and the Line of Credit has one financial covenant, to maintain a current ratio greater than 1.2:1, for which the Company is in compliance as at December 31, 2023 and March 31, 2023. In addition, 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. As of December 31, 2023 the Company had a drawn balance of $7,686,591 (March 31, 2023 - $6,612,232) on the Line of Credit.

Page 12 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

11. Share Capital

Authorized

Unlimited number of common shares without par value

Unlimited number of preferred shares without par value

Issued

During the nine months ended December 31, 2023 the Company issued a total of 71,429 shares from the exercise of stock options, and 188,819 shares through the Company's ATM. During the nine months ended December 31, 2022, the Company issued a total of 3,322 common shares from the exercise of stock options and 458,404 common shares through the Company's ATM. As at December 31, 2023 and March 31, 2023 the Company had no shares held in escrow. During the nine months ended December 31, 2023, and 2022 the Company recorded $14,904 and $86,005 respectively, in share issuance costs on its Consolidated Condensed Interim Statements of Changes in Equity in regards to the issuance of shares.

At the Market Offering

In September 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company for aggregate gross proceeds of up to US$20,000,000. The base shelf prospectus was filed in October 2021, and was effective for a period of 25 months until November 2023. The Company filed a new base shelf prospectus in January 2024.

The sale of common shares under the prospectus supplement was made through ATM distributions on the NASDAQ stock exchange. During the nine months ended December 31, 2023, the Company sold 188,819 common shares under the ATM program for gross proceeds of $520,892 before transaction fees. The ATM expired in November 2023 due to the expiry of the base shelf prospectus.

The Company incurred approximately $14,904 in professional fees and other direct expenses in connection with the ATM, which was included in share issuance costs for the nine months ended December 31, 2023 ($86,005 - December 31, 2022).

12. Stock options

The Company has two incentive stock option plans whereby it grants options to directors, officers, employees, and consultants of the Company, the 2023 Equity Incentive Plan (the "2023 Plan") which was adopted in order to grant awards to people in the United States, and the 2022 Equity Incentive Plan (the "2022 Plan").

2023 Plan

Effective February 21, 2023, GreenPower adopted the 2023 Plan which was approved by shareholders at our AGM on March 28, 2023 in order to grant stock options or non-stock option awards to people in the United States. Under the 2023 Plan GreenPower can issue stock options that are considered incentive stock options, which are stock options that qualify for certain favorable tax treatment under U.S. tax laws. Nonqualified stock options are stock options that are not incentive stock options.

Page 13 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

12. Stock options (continued)

The aggregate fair market value on the date of grant of Shares with respect to which incentive stock options are exercisable for the first time by an optionee subject to tax in the United States during any calendar year must not exceed US$100,000, or such other limit as may be prescribed by the Internal Revenue Code. Non-stock option awards mean a right granted to an award recipient under the 2023 Plan, which may include the grant of stock appreciation rights, restricted awards or other equity-based awards. No stock options have been issued under the 2023 Plan as at December 31, 2023.

2022 Plan

Effective April 19, 2022 GreenPower adopted the 2022 Equity Incentive Plan (the "2022 Plan"), which was further ratified on February 21, 2023, and which replaced the 2019 Plan. Under the 2022 Plan the Company can grant equity-based incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). RSU's, DSU's and PSU's are collectively referred to as "Performance Based Awards". The 2022 Plan is a Rolling Plan for Options and a fixed-plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Options granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements), shall not exceed 10% of the Company's issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements) shall not exceed 2,467,595. No performance-based awards have been issued as at December 31, 2023 or as at December 31, 2022. The 2022 Plan is considered an "evergreen" plan, since Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the 2022 Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.

Stock Option Plans from Prior Periods

On May 14, 2019, the Company replaced 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. 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.

Page 14 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

12.  Stock options (continued)

The Company had the following incentive stock options granted under the 2022 Plan, the 2019 Plan, and 2016 Plan that are issued and outstanding as at December 31, 2023:

			Exercise		Balance							Forfeited			Balance
Expiry Date			Price		March 31, 2023		Granted		Exercised			or Expired			December 31, 2023
May 4, 2023	CDN	$	3.50		57,144		-		(42,858	)		(14,286	)		-
November 30, 2023	CDN	$	3.01		50,000		-		(15,000	)		(35,000	)		-
February 12, 2024	CDN	$	3.50		71,787		-		(357	)		-			71,430
January 30, 2025	CDN	$	2.59		254,640		-		(10,714	)		(5,714	)		238,212
February 11, 2025	CDN	$	8.32		50,000		-		-			-			50,000
July 3, 2025	CDN	$	4.90		16,071		-		-			(1,072	)		14,999
November 19, 2025	US	$	20.00		300,000		-		-			-			300,000
December 4, 2025	US	$	20.00		20,000		-		-			-			20,000
May 18, 2026	CDN	$	19.62		73,275		-		-			(8,825	)		64,450
December 10, 2026	CDN	$	16.45		553,500		-		-			(26,500	)		527,000
July 4, 2027	CDN	$	4.25		15,000		-		-			-			15,000
November 2, 2027	US	$	2.46		10,000		-		-			-			10,000
February 14, 2028	CDN	$	3.80		645,000		-		(2,500	)		(5,000	)		637,500
March 28, 2028	CDN	$	2.85		100,000		-		-			(87,500	)		12,500
Total outstanding					2,216,417		-		(71,429	)		(183,897	)		1,961,091
Total exercisable					1,265,128										1,412,103
Weighted Average
Exercise Price (CDN$)				$	10.72	$	-	$	3.27		$	5.73		$	11.46
Weighted Average Remaining Life					3.4 years										2.8 years

As at December 31, 2023, there were 536,596 stock options available for issuance under the 2023 Plan and 2022 Plan, and 2,467,595 performance based awards available for issuance under the 2023 Plan and the 2022 Plan. During the nine months ended December 31, 2023:

• the Company issued 71,429 common shares pursuant to the exercise of stock options at a weighted average exercise price of CDN$3.27 per share for gross proceeds of CDN$233,652.

•  49,286 stock options exercisable at CDN$3.15 per share expired unexercised.

• 134,611 stock options exercisable at a weighted average share price of CDN$6.67 were forfeited.

• During the nine months ended December 31, 2023, the Company incurred share-based compensation expense with a measured fair value of $1,377,885 (December 31, 2022 - $3,177,449). 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 Profit and Loss.

Page 15 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

13. Deferred Revenue

The Company recorded Deferred Revenue of $10,727,291 for deposits received from customers for the sale of all-electric vehicles and parts which were not delivered as at December 31, 2023 (March 31, 2023 - $9,998,609).

		Nine months ended			Year ended
		December 31, 2023			March 31, 2023
Deferred Revenue, beginning balance	$	9,998,609		$	6,514,712
Additions to deferred revenue during the period		4,059,843			11,576,344
Deposits returned		(231,415	)		(302,298	)
Revenue recognized from deferred revenue		(3,099,746	)		(7,790,149	)
Deferred Revenue, end of period	$	10,727,291		$	9,998,609
Current portion of deferred revenue	$	8,206,961		$	8,059,769
Long term portion of deferred revenue	$	2,520,330			1,938,840
Total	$	10,727,291		$	9,998,609

14. Financial Instruments

The Company's financial instruments consist of cash, accounts receivable, promissory note receivable, finance lease receivables, restricted deposit, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, other liabilities 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

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

The fair value of the Company's financial instruments approximates their carrying value, unless otherwise noted.

The Company has exposure to the following financial instrument-related risks.

Credit risk

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

The Company's cash is comprised of cash bank balances. The Company's restricted deposit is an interest-bearing term deposit. Both cash and the restricted deposit are held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal credit risk on these assets. The Company assesses the credit risk of its account receivable and finance lease receivables and promissory note receivable at each reporting period end and on an annual basis. As at December 31, 2023 three customers (December 31, 2022 - two) had accounts receivable balances that were more than 10% of the company's total accounts receivable balance, and collectively these customers represented 49.3% (December 31, 2022 - 53%) of the Company's accounts receivable balance. As at December 31, 2023 the Company recognized an allowance for credit losses against its accounts receivable of $329,743 and an allowance against Promissory Note Receivable of $131,089 (March 31, 2023 - $139,370 and nil) (Note 4).

Page 16 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

14. Financial Instruments (continued)

During the three and nine months ended December 31, 2023 the Company recognized an impairment of $423,267 on finance leases. The impairment is related to a significant increase in credit risk associated with finance leases for five vehicles with one customer, and represents the lifetime expected credit loss on the finance lease receivable.

Liquidity risk

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 continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern (Note 1). The Company will continue to rely on additional financings to further its operations and meet its capital requirements.

Market risks

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, 2023, the Company was exposed to currency risk through the following financial assets and liabilities in Canadian Dollars:

Cash	$	500,653
Accounts Receivable	$	732,199
Sales tax receivable	$	112,372
Prepaids and deposits	$	-
Finance lease receivable	$	69,636
Accounts payable and accrued liabilities	$	(264,853	)
Related party loan and interest payable	$	(3,670,000	)

Page 17 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

14. Financial Instruments (continued)

The CDN/USD exchange rate as at December 31, 2023 was $0.7561 (March 31, 2023 - $0.7389). 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 $190,500 to net income/(loss).

15. Related Party Transactions

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

		For the Three Months Ended
		Dec 31, 2023		Dec 31, 2022
Salaries and Benefits (1)	$	133,652	$	194,782
Consulting fees (2)		129,560		85,000
Non-cash Options Vested (3)		127,231		260,625
Total	$	390,443	$	540,407

 

		For the Nine Months Ended
		Dec 31, 2023		Dec 31, 2022
Salaries and Benefits (1)	$	422,609	$	467,539
Consulting fees (2)		400,373		311,250
Non-cash Options Vested (3)		833,011		1,829,998
Total	$	1,655,993	$	2,608,787

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

2) Consulting fees included in Salaries and administration 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.

Page 18 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

15. Related Party Transactions (continued)

Accounts payable and accrued liabilities at December 31, 2023 included $110,528 (March 31, 2023 - $208,215) 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.

During the year ended March 31, 2023, the Company received loans totaling CAD$3,670,000 and US$25,000 from FWP Holdings LLC, a company that is beneficially owned by the CEO and Chairman of the Company, and CAD$250,000 was loaned to the Company from Countryman Investments Ltd., a company beneficially owned by a Director of the Company. The loans bear interest at 12.0% per annum plus such additional bonus interest, if any, as may be agreed to and approved by GreenPower's Board of Directors at a later date.

During the nine months ended December 31, 2023 no additional related party loans were received by the Company, and the CAD $250,000 loan plus accrued interest from Countryman Investments Ltd. was repaid, and the US$25,000 loan from FWP Holdings LLC was repaid.

The remaining loans from FWP Holdings LLC matured on March 31, 2023, however the CAD $3,670,000 principal balance is outstanding as at December 31, 2023. During the nine months ended December 31, 2023, $247,414 of interest was expensed on related party loans (December 31, 2022 - $177,174). The Company has agreed to grant the lenders a general security assignment on the assets of GreenPower Motor Company Inc., which will be subordinated to any security assignment of senior lenders.

A director of the Company, David Richardson, and the Company's CEO and Chairman Fraser Atkinson, have each provided personal guarantees of $2,510,000, or $5,020,000 in total to support the Company's $8 million operating line of credit (Note 10).

16. Segmented information and supplemental cash flow disclosure

The Company operates in one reportable operating segment, being the manufacture and distribution of all-electric medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.

The Company's revenues allocated by geography for the three months ended December 31, 2023 and 2022 are as follows:

		For the Three Months Ended
		December 31, 2023		December 31, 2022
United States of America	$	6,914,740	$	12,803,038
Canada		1,243,191		-
Total	$	8,157,931	$	12,803,038

Page 19 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

16. Segmented Information and supplemental cash flow disclosure (continued)

The Company's revenues allocated by geography for the nine months ended December 31, 2023 and 2022 are as follows:

		For the Three Months Ended
		December 31, 2023		December 31, 2022
United States of America	$	31,998,403	$	24,221,834
Canada		2,128,546		169,768
Total	$	34,178,949	$	24,391,602

As at December 31, 2023 and March 31, 2023, over 95% of the Company's consolidated non-current assets, being property and equipment and right of use assets, are located in the United States.

The Company's cash payments of interest and taxes during the nine months ended December 31, 2023 and 2022 are as follows:

		For the nine months ended
		December 31, 2023		December 31, 2022
Interest paid	$	516,646	$	447,944
Taxes paid	$	-	$	-

The Company recognized other income of nil during the nine months ended December 31, 2023 and $72,867 during the nine months ended December 31, 2022 which was a gain on the sale of land that completed during the quarter ended December 31, 2022.

17. Term Loan and Deferred Benefit of Government Assistance

As part of the acquisition of Lion Truck Body Inc. that closed on July 7, 2022, the Company agreed to assume a term loan from the seller, with principal outstanding of approximately $1.5 million as at December 31, 2023, an interest rate of 3.75%, a maturity in May 2050, and fixed monthly payments. The carrying value of the term loan is determined by discounting the remaining payments at a market rate of interest. The carrying value of the term loan as at December 31, 2023 is $609,250 (March 31, 2023 - $610,218). The below market rate of interest on the loan represents the deferred benefit of government assistance, the carrying value of which is $672,611 as at December 31, 2023 (March 31, 2023 - $686,341).

18. Warranty Liability

The Company generally provides its customers with a base warranty on its vehicles including those covering brake systems, lower-level components, fleet defect provisions and battery-related components. The majority of warranties cover periods of five years, with some variation 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. This assessment relies on estimates and assumptions about expenditures on future warranty claims.

Page 20 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

18. Warranty Liability (continued)

Actual warranty disbursements are inherently uncertain, and differences may impact cash expenditures on these claims. It is expected that the Company will incur approximately $743,230 in warranty costs within the next twelve months, with disbursements for the remaining warranty liability incurred after this date. An accrual for expected future warranty expenditures is recognized in the period when the revenue is recognized from the associated vehicle sale and is expensed in Product Development Costs in the Company's Sales, general and administrative costs.

The following table summarizes changes in the warranty liability over the nine months ended December 31, 2023 and the year ended March 31, 2023:

		Nine Months Ended			Year Ended
		December 31, 2023			March 31, 2023
Opening balance	$	2,077,749		$	1,042,983
Warranty additions		1,173,779			1,375,673
Warranty disbursements		(697,615	)		(339,349	)
Warranty expiry		(147,108	)		-
Foreign exchange translation		(277	)		(1,557	)
Total	$	2,406,529		$	2,077,749
Current portion	$	743,230		$	535,484
Long term portion		1,663,299			1,542,265
Total	$	2,406,529		$	2,077,749

19. Litigation and Legal Matters

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 of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at December 31, 2023.

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, and this claim has not been resolved as at December 31, 2023.

Page 21 of 22

GREENPOWER MOTOR COMPANY INC.
Notes to the Unaudited Consolidated Condensed Interim Financial
Statements for the Three and Nine Months Ended December 31, 2023 and 2022
(Expressed in US Dollars)
(Unaudited – Prepared by Management)

19. Litigation and Legal Matters (continued)

During April 2023 the Company repossessed 27 EV Stars and 10 EV Star CC's after a lease termination due to non-payment (Note 5). In addition, the Company repossessed 1 EV Star from the same customer due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary, and this matter has not been resolved as at December 31, 2023. The Company has not booked a provision for the claims or the counterclaim as it does not believe there is a remote or estimable material financial impact as at December 31, 2023.

20. Subsequent Events

On January 9, 2024, 14,286 common shares were issued at CAD$3.50 per share for gross proceeds of CAD$50,001 pursuant to the exercise of stock options.

On January 24, 2024 12,500 stock options exercisable at CAD$2.85 per share were forfeited.

During February 2024 the Company entered into a $5,000,000 revolving loan facility (the "Loan") from Export Development Canada ("EDC"). The Loan will be used to finance working capital investments to deliver all-electric vehicles to customers under purchase orders approved by EDC. The Loan allows advances over a 24-month period, has a term of 36 months, and bears interest at a floating rate of US Prime + 5% per annum. The Company has granted EDC a first and second ranking security interest over property of the Company and certain subsidiaries, and the Company and certain subsidiaries have provided Guarantees to EDC.

Page 22 of 22

XML

Document and Entity Information	9 Months Ended
	Dec. 31, 2023
Document Information [Line Items]
Entity Registrant Name	GreenPower Motor Company Inc.
Entity Central Index Key	0001584547
Document Type	6-K/A
Amendment Flag	true
Amendment Description	This Form 6-K/A amends the Form 6-K filed by GreenPower Motor Company Inc. (the “Company”) on February 13, 2024 (the “Original Form 6-K”). This Form 6-K/A is being filed for the purposes of (1) adding Exhibit 101 and to furnish the Interactive Data File (as defined in Rule 11 of Regulation S-T) as Exhibit 101 in accordance with Rule 405 of Regulation S-T for Exhibit 99.1 of the Original Form 6-K, which is the Company’s consolidated condensed interim financial statements for the three and nine months ended December 31, 2023 and December 31, 2022 and (2) filing a copy of Contract of Lease-Purchase dated May 2, 2022, effective August 1, 2022 between South Charleston Development Authority and GreenPower Manufacturing WV Inc.   Except as described above, no changes have been made to the Original Form 6-K, and this Form 6-K/A does not amend, update or change any other items or disclosures in the Original Form 6-K. Further this Form 6-K does not reflect subsequent events occurring after the filing date of the Original Form 6-K or modify or update in any way disclosures in the Original Form 6-K.
Current Fiscal Year End Date	--03-31
Document Period End Date	Dec. 31, 2023
Entity File Number	001-39476

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Consolidated Condensed Interim Statements of Financial Position (Unaudited) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Current
Cash	$ 3,961,409	$ 600,402
Accounts receivable, net of allowances	3,921,063	10,406,906
Current portion of finance lease receivables	137,535	1,051,873
Promissory note receivable	0	159,171
Inventory	32,902,039	41,609,234
Prepaids and deposits	1,025,397	328,584
Total current assets	41,947,443	54,156,170
Non-current
Finance lease receivables	1,077,701	1,918,483
Right of use assets	4,316,884	4,845,738
Property and equipment	2,412,203	2,604,791
Restricted deposit	410,098	0
Other assets	1	1
Total assets	50,164,330	63,525,183
Current
Line of credit	7,686,591	6,612,232
Accounts payable and accrued liabilities	2,336,591	7,316,267
Current portion of deferred revenue	8,206,961	8,059,769
Loans payable to related parties	2,838,245	3,287,645
Current portion of lease liabilities	686,723	669,040
Current portion of warranty liability	743,230	535,484
Current portion of deferred benefit of government assistance	18,986	18,374
Current portion of term loan	1,627	1,467
Total current liabilities	22,518,954	26,500,278
Non-current
Deferred revenue	2,520,330	1,938,840
Lease liabilities	4,119,987	4,570,811
Other liabilities	27,841	34,265
Term loan	607,623	608,751
Deferred benefit of government assistance	653,625	667,967
Warranty liability	1,663,299	1,542,265
Total liabilities	32,111,659	35,863,177
Equity
Share capital	76,332,163	75,528,238
Reserves	14,270,673	13,066,183
Accumulated other comprehensive loss	(96,014)	(141,443)
Accumulated deficit	(72,454,151)	(60,790,972)
Total equity	18,052,671	27,662,006
Total liabilities and equity	$ 50,164,330	$ 63,525,183

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Consolidated Condensed Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Income Statement Abstract
Revenue	$ 8,157,931	$ 12,803,038	$ 34,178,949	$ 24,391,602
Cost of Sales	6,802,965	10,578,331	28,803,838	19,491,028
Gross Profit	1,354,966	2,224,707	5,375,111	4,900,574
Sales, general and administrative costs
Salaries and administration	2,323,305	1,782,750	6,404,331	5,162,709
Depreciation	466,763	330,522	1,354,233	816,550
Product development costs	442,387	615,759	1,577,486	1,370,432
Office expense	457,684	318,508	1,178,011	539,610
Insurance	435,017	585,096	1,254,203	1,257,294
Professional fees	389,986	383,372	1,283,204	1,070,687
Sales and marketing	163,806	145,264	455,746	747,860
Share-based payments	259,188	500,933	1,377,885	3,177,449
Transportation costs	51,651	107,251	174,824	171,091
Travel, accommodation, meals and entertainment	143,663	204,104	414,598	521,181
Allowance / (recovery) for credit losses	121,097	235,032	314,110	209,995
Impairment of finance lease receivable	423,267	0	423,267	0
Total sales, general and administrative costs	5,677,814	5,208,591	16,211,898	15,044,858
Loss from operations before interest, accretion and foreign exchange	(4,322,848)	(2,983,884)	(10,836,787)	(10,144,284)
Interest and accretion	(342,590)	(465,188)	(886,576)	(1,112,485)
Other income	0	72,867	0	72,867
Foreign exchange (loss) / gain	23,718	0	12,144	(36)
Loss for the period	(4,641,720)	(3,376,205)	(11,711,219)	(11,183,938)
Other comprehensive income / (loss)
Cumulative translation reserve	30,711	52,372	45,429	(98,814)
Total comprehensive loss for the period	$ (4,611,009)	$ (3,323,833)	$ (11,665,790)	$ (11,282,752)
Loss per common share, basic	$ (0.19)	$ (0.14)	$ (0.47)	$ (0.48)
Loss per common share, diluted	$ (0.19)	$ (0.14)	$ (0.47)	$ (0.48)
Weighted average number of common shares outstanding, basic	24,962,086	23,401,591	24,937,992	23,234,740
Weighted average number of common shares outstanding, diluted	24,962,086	23,401,591	24,937,992	23,234,740

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Consolidated Condensed Interim Statements of Changes in Equity (Unaudited) - USD ($)	Share Capital [Member]	Reserves [Member]	Accumulated other comprehensive income (loss) [Member]	Accumulated Deficit [Member]	Total
Balance at Mar. 31, 2022	$ 70,834,121	$ 10,038,816	$ (128,436)	$ (46,359,308)	$ 34,385,193
Balance (shares) at Mar. 31, 2022	23,148,038
Shares issued for cash	$ 1,100,145				$ 1,100,145
Shares issued for cash (shares)	458,404				458,404
Share issuance costs	$ (86,005)				$ (86,005)
Shares issued for conversion of stock options	$ 15,094	(6,333)			8,761
Shares issued for conversion of stock options (shares)	3,322
Fair value of stock options forfeited		(593,818)		593,818
Share-based payments		3,177,449			3,177,449
Cumulative translation reserve			(98,814)		(98,814)
Net loss for the period				(11,183,938)	(11,183,938)
Balance at Dec. 31, 2022	$ 71,863,355	12,616,114	(227,250)	(56,949,428)	27,302,791
Balance (shares) at Dec. 31, 2022	23,609,764
Balance at Mar. 31, 2023	$ 75,528,238	13,066,183	(141,443)	(60,790,972)	27,662,006
Balance (shares) at Mar. 31, 2023	24,716,628
Shares issued for cash	$ 520,892				$ 520,892
Shares issued for cash (shares)	188,819				188,819
Share issuance costs	$ (14,904)				$ (14,904)
Shares issued for exercise of options	$ 297,937	(125,355)			172,582
Shares issued for exercise of options (shares)	71,429
Fair value of stock options forfeited		(48,040)		48,040
Share-based payments		1,377,885			1,377,885
Cumulative translation reserve			45,429		45,429
Net loss for the period				(11,711,219)	(11,711,219)
Balance at Dec. 31, 2023	$ 76,332,163	$ 14,270,673	$ (96,014)	$ (72,454,151)	$ 18,052,671
Balance (shares) at Dec. 31, 2023	24,976,876

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Consolidated Condensed Interim Statements of Cash Flows (Unaudited)	9 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Cash flows from (used in) operating activities
Loss for the period	$ (11,711,219)	$ (11,183,938)
Items not affecting cash
Allowance for credit losses	314,110	209,995
Depreciation	1,354,233	816,550
Share-based payments	1,377,885	3,177,449
Accretion and accrued interest	263,422	171,311
Gain on disposal of equipment	0	(72,867)
Impairment of finance lease receivable	423,627	0
Cash flow used in operating activities before changes in working capital	(7,977,942)	(6,881,500)
Changes in working capital:
Accounts receivable	6,614,903	(4,862,151)
Inventory	9,389,526	(13,334,969)
Prepaids and deposits	(696,813)	198,426
Finance lease receivables	74,926	244,927
Accounts payable and accrued liabilities	(4,979,676)	5,190,276
Deferred revenue	728,682	6,014,238
Warranty liability	627,638	716,704
Total cash flows from (used in) operating activities	3,781,244	(12,714,049)
Cash flows from (used in) investing activities
Proceeds from disposal of property and equipment, net of fees	0	874,184
Purchase of property and equipment	(291,249)	(222,232)
Restricted deposit	(400,000)	0
Acquisition of assets from Lion Truck Body Inc.	0	(215,000)
Total cash flows from (used in) investing activities	(691,249)	436,952
Cash flows from (used in) financing activities
(Repayment of) / loans from related parties	(449,400)	3,202,156
Proceeds from (repayment of) line of credit	1,074,359	2,211,892
Payments on lease liabilities	(789,796)	(164,561)
Promissory note receivable	30,111	0
Repayment of other liabilities	(6,424)	0
Proceeds from issuance of common shares	520,892	1,100,145
Equity offering costs	(14,904)	(86,005)
Proceeds from exercise of stock options	172,582	8,761
Term loan	(968)	0
Total cash flows from (used in) financing activities	536,452	6,272,388
Foreign exchange on cash	(265,440)	(273,978)
Net increase (decrease) in cash	3,361,007	(6,278,686)
Cash, beginning of period	600,402	6,888,322
Cash, end of period	$ 3,961,409	$ 609,636

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Nature and Continuance of Operations and Going Concern

9 Months Ended

Dec. 31, 2023

Nature And Continuance Of Operations And Going Concern [Abstract]

Nature and Continuance of Operations and Going Concern [Text Block]

1. Nature and Continuance of Operations and Going Concern

GreenPower Motor Company Inc. ("GreenPower" or the "Company") was incorporated in the Province of British Columbia on September 18, 2007. The Company is a manufacturer and distributor of purpose-built, all-electric, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.

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 IAS 34 Interim Financial Reporting as issued by the IASB. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with our audited financial statements for the year ended March 31, 2023.

The Company's continuing operations are dependent upon its ability to raise capital and generate cash flows. As at December 31, 2023, the Company had a cash balance of $3,961,409, working capital, defined as current assets less current liabilities, of $19,428,489 accumulated deficit of $(72,454,151) and shareholder's equity of $18,052,671. 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 vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern. Management plans to address this material uncertainty by selling vehicles in inventory, collecting accounts receivable, utilizing the Company's operating line of credit and by seeking potential new sources of financing.

These consolidated condensed interim financial statements were approved by the Board of Directors on February 12, 2024.

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Material Accounting Policies

9 Months Ended

Dec. 31, 2023

Disclosure Of Detailed Information About Significant Accounting Policies [Abstract]

Material Accounting Policies [Text Block]

2. Material Accounting Policies

Basis of presentation

GreenPower has applied the same accounting policies and methods of computation in its Consolidated Condensed Interim Financial Statements as in the annual audited financial statements for the year ended March 31, 2023, except for the following which either did not apply to the prior year or are amendments which apply for the current fiscal year.

Adoption of accounting standards

Certain new accounting standards have been published by the IASB that are effective for annual reporting periods beginning on or after January 1, 2023, as follows:

•  IFRS 17 - Insurance Contracts
•  IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2 (Disclosure of Accounting Policies)
•  IAS 8 - Accounting policies, Changes in Accounting Estimates and Errors (Definition of Accounting Estimates)
•  IAS 12 - Income taxes (Deferred tax related to assets and liabilities arising from a single transaction)

Amendments to these standards did not cause a change to the Company's financial statements.

Future accounting pronouncements

Certain new accounting standards and interpretations have been published by the IASB that are mandatory for the annual period beginning April 1, 2024. 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.

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Cash

9 Months Ended

Dec. 31, 2023

Cash And Cash Equivalents Abstract

Cash [Text Block]

3. Cash

As at December 31, 2023 the Company has a cash balance of $3,961,409 (March 31, 2023 - $600,402) which is on deposit at major financial institutions in North America. The Company has no cash equivalents as at December 31, 2023 or at March 31, 2023.

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Accounts Receivable and Promissory Note Receivable

9 Months Ended

Dec. 31, 2023

Accounts Receivable And Promissory Note Receivable [Abstract]

Accounts Receivable and Promissory Note Receivable [Text Block]

4. Accounts Receivable and Promissory Note Receivable

The Company has evaluated the carrying value of accounts receivable and its promissory note receivable as at December 31, 2023 in accordance with IFRS 9 and has determined that an allowance against accounts receivable of $329,743 and an allowance against Promissory Note Receivable of $131,089 as at December 31, 2023 (March 31, 2023 - $139,370 and $0) is warranted.

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Finance Lease Receivable

9 Months Ended

Dec. 31, 2023

Disclosure of Finance Lease Receivables [Abstract]

Finance Lease Receivable [Text Block]

5. Finance Lease Receivable

Greenpower's wholly owned subsidiaries San Joaquin Valley Equipment Leasing Inc. and 0939181 BC Ltd. lease vehicles to several customers, and as at December 31, 2023, the Company had a total of 8 (March 31, 2023 - 45) vehicles on lease that were determined to be finance leases and the Company had a total of 4 (March 31, 2023 - 1) vehicles on lease that were determined to be operating leases. Between March 31, 2023 and December 31, 2023, 37 vehicles previously under finance lease were repossessed (Note 19) and 2 finance leases reached maturity. During the three and nine months ended December 31, 2023, the Company entered into 2 finance leases and 3 operating leases (three and nine months ended December 31, 2022 - nil finance leases and nil operating leases).

As at December 31, 2023 the Company recognized an impairment of $423,267 on finance lease receivables. The impairment is related to a significant increase in credit risk associated with finance leases for five vehicles with one customer.

As at December 31, 2023, the remaining payments to be received on Finance Lease Receivables are as follows:

		31-Dec-23
Year 1	$	364,205
Year 2		364,205
Year 3		372,605
Year 4		346,200
Year 5		691,702
less: amount representing interest income		(923,681	)
Finance Lease Receivable	$	1,215,236
Current Portion of Finance Lease Receivable	$	137,535
Long Term Portion of Finance Lease Receivable	$	1,077,701

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Inventory

9 Months Ended

Dec. 31, 2023

Classes of current inventories [abstract]

Inventory [Text Block]

6. Inventory

The following is a listing of inventory as at December 31, 2023 and March 31, 2023:

		December 31, 2023		March 31, 2023
Work in Process and Parts	$	16,036,373	$	9,737,474
Finished Goods		16,865,666		31,871,760
Total	$	32,902,039	$	41,609,234

The Company's finished goods inventory is primarily comprised of EV Stars, EV Star Cab and Chassis, BEAST Type D school buses, and Nano BEAST Type A school buses. During the three months ended December 31, 2023, $5,645,273 of inventory was included in cost of sales (December 31, 2022 - $8,626,522). During the three and nine months ended December 31, 2023 there was a writedown of inventory totaling $408,651 related to 1 EV550, 3 EV Star Cargo, 25 EV Star and 10 EV Star CC, and there were no writedowns of inventory in the three and nine months ended December 31, 2022. During the nine months ended December 31, 2023, $25,506,204 of inventory was included in cost of sales (December 31, 2022 - $17,465,610).

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Right of Use Assets and Lease Liabilities

9 Months Ended

Dec. 31, 2023

Disclosure of Right of Use Assets and Lease Liabilities [Abstract]

Right of Use Assets and Lease Liabilities [Text Block]

7. Right of Use Assets and Lease Liabilities

The Company has recorded Right of Use Assets and Lease Liabilities in its consolidated statement of financial position for lease agreements that the Company has entered into that expire in more than one year at the inception of the leases. These leases are in a single class of Right of Use Assets, whose carrying value at December 31, 2023 was $4,316,884 (March 31, 2023 - $4,845,738).

Rental payments on the Right of Use Assets are discounted using an 8.0% rate of interest and capitalized on the Consolidated 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 three months ended December 31, 2023 the Company incurred interest expense of $93,162 (2022 - $95,770) on the Lease Liabilities, recognized depreciation expense of $190,563 (2022 - $187,704) on the Right of Use Assets and made total rental payments of $256,458 (2022 - $91,993). For the nine months ended December 31, 2023, the Company incurred interest expense of $287,250 (2022 - $135,044) on the Lease Liabilities, recognized depreciation expense of $592,985 (2022 - $384,328) on the Right of Use Assets and made total rental payments of $789,796 (2022 - $315,751).

GreenPower entered into a Contract of Lease-Purchase with the South Charleston Development Authority for a property located in South Charleston, West Virginia during the year ended March 31, 2023. The terms of the lease required no cash up front and monthly lease payments that start May 1, 2023. GreenPower is eligible for up to $1,300,000 forgiveness on the lease, calculated on a pro-rata basis for the employment of up to 200 employees by December 31, 2024. GreenPower is also eligible for additional forgiveness of $500,000 for every 100 employees above the first 200. Title to the property will be transferred to GreenPower once total lease payments and the amount of the forgiveness reach $6.7 million. The lease liability recorded for this lease at lease inception was not reduced to reflect contingently forgivable amounts due to the uncertainty of the attainment of employment levels required to realize these lease liability reduction benefits at the inception of the lease.

The following table summarizes changes in Right of Use Assets between March 31, 2023 and December 31, 2023:

Right of Use Assets, March 31, 2023	$	4,845,738
Depreciation		(592,985	)
Transfer to deposit		(5,000	)
Additions during the period		69,131
Right of Use Assets, December 31, 2023	$	4,316,884

The following table summarizes changes in Right of Use Assets between March 31, 2022 and March 31, 2023:

Right of Use Assets, March 31, 2022	$	116,678
Additions		4,968,446
Additions in acquisition		448,512
Depreciation		(571,793	)
Removal		(101,105	)
Transfer to deposit		(15,000	)
Right of Use Assets, March 31, 2023	$	4,845,738

The following table shows the remaining undiscounted payments on lease liabilities, interest on lease liabilities and the carrying value of lease liabilities as at December 31, 2023.

		31-Dec-23
1 year	$	1,027,585
thereafter	$	5,746,378
less amount representing interest expense	$	(1,967,253	)
Lease liability	$	4,806,710
Current Portion of Lease Liabilities	$	686,723
Long Term Portion of Lease Liabilities	$	4,119,987

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Property and Equipment

9 Months Ended

Dec. 31, 2023

Property Plant And Equipment Abstract

Property and Equipment [Text Block]

8.  Property and Equipment

The following is a summary of changes in Property and Equipment for the nine months ended December 31, 2023:

Property and Equipment, March 31, 2023	$	2,604,791
plus: purchases		291,249
plus: transferred from inventory		275,378
less: depreciation		(761,798	)
plus: foreign exchange translation		2,583
Property and Equipment, December 31, 2023	$	2,412,203

The following is a summary of changes in Property and Equipment for the twelve months ended March 31, 2023:

Property and Equipment, March 31, 2022	$	3,443,317
plus: purchases		355,992
plus: acquired in acquisition		268,252
less: sold		(801,317	)
less: depreciation		(662,152	)
plus: foreign exchange translation		699
Property and Equipment, March 31, 2023	$	2,604,791

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Restricted deposit

9 Months Ended

Dec. 31, 2023

Restricted Deposit [Abstract]

Restricted deposit [Text Block]

9. Restricted deposit

On June 23, 2023 the Company agreed to pledge a $400,000 term deposit as security for an irrevocable standby letter of credit issued by the commercial bank to an insurance company that is providing the Company with a surety bond to support the Company's importation of goods to the United States. The term deposit has a term of one year and earns interest at a fixed rate of 4.9%. The surety bond was issued on June 28, 2023, has a term of one year and is automatically renewable for successive one-year terms unless cancelled by the bank with 45 days' notice or cancelled by the surety bond provider. The Company expects that the restricted deposit will be held as security for the standby letter of credit for a period of greater than one year.

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Line of Credit

9 Months Ended

Dec. 31, 2023

Line of Credit [Abstract]

Line of Credit [Text Block]

10. Line of Credit

The Company's primary bank account denominated in US dollars is linked to its Line of Credit such that funds deposited to the bank account reduce the outstanding balance on the Line of Credit. As at December 31, 2023 the Company's Line of Credit had a credit limit of up to $8,000,000 (March 31, 2023 - $8,000,000). The Line of Credit bears interest at the bank's US Base Rate (December 31, 2023 - 9.0% plus 2.0% margin, March 31, 2023 - 8.0% plus 1.5% margin).

The Line of Credit is secured by a general floating charge on the Company'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 provided personal guarantees for a total of $5,020,000. The Line of Credit contains customary business covenants such as maintenance of security, maintenance of corporate existence, and other covenants typical for a corporate operating line of credit, and the Line of Credit has one financial covenant, to maintain a current ratio greater than 1.2:1, for which the Company is in compliance as at December 31, 2023 and March 31, 2023. In addition, 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. As of December 31, 2023 the Company had a drawn balance of $7,686,591 (March 31, 2023 - $6,612,232) on the Line of Credit.

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Share Capital

9 Months Ended

Dec. 31, 2023

Disclosure Of Classes Of Share Capital Abstract

Share Capital [Text Block]

11. Share Capital

Authorized

Unlimited number of common shares without par value

Unlimited number of preferred shares without par value

Issued

During the nine months ended December 31, 2023 the Company issued a total of 71,429 shares from the exercise of stock options, and 188,819 shares through the Company's ATM. During the nine months ended December 31, 2022, the Company issued a total of 3,322 common shares from the exercise of stock options and 458,404 common shares through the Company's ATM. As at December 31, 2023 and March 31, 2023 the Company had no shares held in escrow. During the nine months ended December 31, 2023, and 2022 the Company recorded $14,904 and $86,005 respectively, in share issuance costs on its Consolidated Condensed Interim Statements of Changes in Equity in regards to the issuance of shares.

At the Market Offering

In September 2022, the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company for aggregate gross proceeds of up to US$20,000,000. The base shelf prospectus was filed in October 2021, and was effective for a period of 25 months until November 2023. The Company filed a new base shelf prospectus in January 2024.

The sale of common shares under the prospectus supplement was made through ATM distributions on the NASDAQ stock exchange. During the nine months ended December 31, 2023, the Company sold 188,819 common shares under the ATM program for gross proceeds of $520,892 before transaction fees. The ATM expired in November 2023 due to the expiry of the base shelf prospectus.

The Company incurred approximately $14,904 in professional fees and other direct expenses in connection with the ATM, which was included in share issuance costs for the nine months ended December 31, 2023 ($86,005 - December 31, 2022).

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Stock options

9 Months Ended

Dec. 31, 2023

Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement Abstract

Stock options [Text Block]

12. Stock options

The Company has two incentive stock option plans whereby it grants options to directors, officers, employees, and consultants of the Company, the 2023 Equity Incentive Plan (the "2023 Plan") which was adopted in order to grant awards to people in the United States, and the 2022 Equity Incentive Plan (the "2022 Plan").

2023 Plan

Effective February 21, 2023, GreenPower adopted the 2023 Plan which was approved by shareholders at our AGM on March 28, 2023 in order to grant stock options or non-stock option awards to people in the United States. Under the 2023 Plan GreenPower can issue stock options that are considered incentive stock options, which are stock options that qualify for certain favorable tax treatment under U.S. tax laws. Nonqualified stock options are stock options that are not incentive stock options.

The aggregate fair market value on the date of grant of Shares with respect to which incentive stock options are exercisable for the first time by an optionee subject to tax in the United States during any calendar year must not exceed US$100,000, or such other limit as may be prescribed by the Internal Revenue Code. Non-stock option awards mean a right granted to an award recipient under the 2023 Plan, which may include the grant of stock appreciation rights, restricted awards or other equity-based awards. No stock options have been issued under the 2023 Plan as at December 31, 2023.

2022 Plan

Effective April 19, 2022 GreenPower adopted the 2022 Equity Incentive Plan (the "2022 Plan"), which was further ratified on February 21, 2023, and which replaced the 2019 Plan. Under the 2022 Plan the Company can grant equity-based incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). RSU's, DSU's and PSU's are collectively referred to as "Performance Based Awards". The 2022 Plan is a Rolling Plan for Options and a fixed-plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Options granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements), shall not exceed 10% of the Company's issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements) shall not exceed 2,467,595. No performance-based awards have been issued as at December 31, 2023 or as at December 31, 2022. The 2022 Plan is considered an "evergreen" plan, since Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the 2022 Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.

Stock Option Plans from Prior Periods

On May 14, 2019, the Company replaced 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. 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 2022 Plan, the 2019 Plan, and 2016 Plan that are issued and outstanding as at December 31, 2023:

			Exercise		Balance							Forfeited			Balance
Expiry Date			Price		March 31, 2023		Granted		Exercised			or Expired			December 31, 2023
May 4, 2023	CDN	$	3.50		57,144		-		(42,858	)		(14,286	)		-
November 30, 2023	CDN	$	3.01		50,000		-		(15,000	)		(35,000	)		-
February 12, 2024	CDN	$	3.50		71,787		-		(357	)		-			71,430
January 30, 2025	CDN	$	2.59		254,640		-		(10,714	)		(5,714	)		238,212
February 11, 2025	CDN	$	8.32		50,000		-		-			-			50,000
July 3, 2025	CDN	$	4.90		16,071		-		-			(1,072	)		14,999
November 19, 2025	US	$	20.00		300,000		-		-			-			300,000
December 4, 2025	US	$	20.00		20,000		-		-			-			20,000
May 18, 2026	CDN	$	19.62		73,275		-		-			(8,825	)		64,450
December 10, 2026	CDN	$	16.45		553,500		-		-			(26,500	)		527,000
July 4, 2027	CDN	$	4.25		15,000		-		-			-			15,000
November 2, 2027	US	$	2.46		10,000		-		-			-			10,000
February 14, 2028	CDN	$	3.80		645,000		-		(2,500	)		(5,000	)		637,500
March 28, 2028	CDN	$	2.85		100,000		-		-			(87,500	)		12,500
Total outstanding					2,216,417		-		(71,429	)		(183,897	)		1,961,091
Total exercisable					1,265,128										1,412,103
Weighted Average
Exercise Price (CDN$)				$	10.72	$	-	$	3.27		$	5.73		$	11.46
Weighted Average Remaining Life					3.4 years										2.8 years

As at December 31, 2023, there were 536,596 stock options available for issuance under the 2023 Plan and 2022 Plan, and 2,467,595 performance based awards available for issuance under the 2023 Plan and the 2022 Plan. During the nine months ended December 31, 2023:

• the Company issued 71,429 common shares pursuant to the exercise of stock options at a weighted average exercise price of CDN$3.27 per share for gross proceeds of CDN$233,652.

•  49,286 stock options exercisable at CDN$3.15 per share expired unexercised.

• 134,611 stock options exercisable at a weighted average share price of CDN$6.67 were forfeited.

• During the nine months ended December 31, 2023, the Company incurred share-based compensation expense with a measured fair value of $1,377,885 (December 31, 2022 - $3,177,449). 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 Profit and Loss.

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Deferred Revenue

9 Months Ended

Dec. 31, 2023

Accruals And Deferred Income Including Contract Liabilities Abstract

Deferred Revenue [Text Block]

13. Deferred Revenue

The Company recorded Deferred Revenue of $10,727,291 for deposits received from customers for the sale of all-electric vehicles and parts which were not delivered as at December 31, 2023 (March 31, 2023 - $9,998,609).

		Nine months ended			Year ended
		December 31, 2023			March 31, 2023
Deferred Revenue, beginning balance	$	9,998,609		$	6,514,712
Additions to deferred revenue during the period		4,059,843			11,576,344
Deposits returned		(231,415	)		(302,298	)
Revenue recognized from deferred revenue		(3,099,746	)		(7,790,149	)
Deferred Revenue, end of period	$	10,727,291		$	9,998,609
Current portion of deferred revenue	$	8,206,961		$	8,059,769
Long term portion of deferred revenue	$	2,520,330			1,938,840
Total	$	10,727,291		$	9,998,609

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Financial Instruments

9 Months Ended

Dec. 31, 2023

Disclosure of detailed information about financial instruments [abstract]

Financial Instruments [Text Block]

14. Financial Instruments

The Company's financial instruments consist of cash, accounts receivable, promissory note receivable, finance lease receivables, restricted deposit, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, other liabilities 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

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

The fair value of the Company's financial instruments approximates their carrying value, unless otherwise noted.

The Company has exposure to the following financial instrument-related risks.

Credit risk

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

The Company's cash is comprised of cash bank balances. The Company's restricted deposit is an interest-bearing term deposit. Both cash and the restricted deposit are held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal credit risk on these assets. The Company assesses the credit risk of its account receivable and finance lease receivables and promissory note receivable at each reporting period end and on an annual basis. As at December 31, 2023 three customers (December 31, 2022 - two) had accounts receivable balances that were more than 10% of the company's total accounts receivable balance, and collectively these customers represented 49.3% (December 31, 2022 - 53%) of the Company's accounts receivable balance. As at December 31, 2023 the Company recognized an allowance for credit losses against its accounts receivable of $329,743 and an allowance against Promissory Note Receivable of $131,089 (March 31, 2023 - $139,370 and nil) (Note 4).

During the three and nine months ended December 31, 2023 the Company recognized an impairment of $423,267 on finance leases. The impairment is related to a significant increase in credit risk associated with finance leases for five vehicles with one customer, and represents the lifetime expected credit loss on the finance lease receivable.

Liquidity risk

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 continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern (Note 1). The Company will continue to rely on additional financings to further its operations and meet its capital requirements.

Market risks

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, 2023, the Company was exposed to currency risk through the following financial assets and liabilities in Canadian Dollars:

Cash	$	500,653
Accounts Receivable	$	732,199
Sales tax receivable	$	112,372
Prepaids and deposits	$	-
Finance lease receivable	$	69,636
Accounts payable and accrued liabilities	$	(264,853	)
Related party loan and interest payable	$	(3,670,000	)

The CDN/USD exchange rate as at December 31, 2023 was $0.7561 (March 31, 2023 - $0.7389). 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 $190,500 to net income/(loss).

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Related Party Transactions

9 Months Ended

Dec. 31, 2023

Related Party Transactions Abstract

Related Party Transactions [Text Block]

15. Related Party Transactions

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

		For the Three Months Ended
		Dec 31, 2023		Dec 31, 2022
Salaries and Benefits (1)	$	133,652	$	194,782
Consulting fees (2)		129,560		85,000
Non-cash Options Vested (3)		127,231		260,625
Total	$	390,443	$	540,407

 

		For the Nine Months Ended
		Dec 31, 2023		Dec 31, 2022
Salaries and Benefits (1)	$	422,609	$	467,539
Consulting fees (2)		400,373		311,250
Non-cash Options Vested (3)		833,011		1,829,998
Total	$	1,655,993	$	2,608,787

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

2) Consulting fees included in Salaries and administration 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.

Accounts payable and accrued liabilities at December 31, 2023 included $110,528 (March 31, 2023 - $208,215) 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.

During the year ended March 31, 2023, the Company received loans totaling CAD$3,670,000 and US$25,000 from FWP Holdings LLC, a company that is beneficially owned by the CEO and Chairman of the Company, and CAD$250,000 was loaned to the Company from Countryman Investments Ltd., a company beneficially owned by a Director of the Company. The loans bear interest at 12.0% per annum plus such additional bonus interest, if any, as may be agreed to and approved by GreenPower's Board of Directors at a later date.

During the nine months ended December 31, 2023 no additional related party loans were received by the Company, and the CAD $250,000 loan plus accrued interest from Countryman Investments Ltd. was repaid, and the US$25,000 loan from FWP Holdings LLC was repaid.

The remaining loans from FWP Holdings LLC matured on March 31, 2023, however the CAD $3,670,000 principal balance is outstanding as at December 31, 2023. During the nine months ended December 31, 2023, $247,414 of interest was expensed on related party loans (December 31, 2022 - $177,174). The Company has agreed to grant the lenders a general security assignment on the assets of GreenPower Motor Company Inc., which will be subordinated to any security assignment of senior lenders.

A director of the Company, David Richardson, and the Company's CEO and Chairman Fraser Atkinson, have each provided personal guarantees of $2,510,000, or $5,020,000 in total to support the Company's $8 million operating line of credit (Note 10).

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Segmented information and supplemental cash flow disclosure

9 Months Ended

Dec. 31, 2023

Disclosure Of Operating Segments Abstract

Segmented information and supplemental cash flow disclosure [Text Block]

16. Segmented information and supplemental cash flow disclosure

The Company operates in one reportable operating segment, being the manufacture and distribution of all-electric medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.

The Company's revenues allocated by geography for the three months ended December 31, 2023 and 2022 are as follows:

		For the Three Months Ended
		December 31, 2023		December 31, 2022
United States of America	$	6,914,740	$	12,803,038
Canada		1,243,191		-
Total	$	8,157,931	$	12,803,038

The Company's revenues allocated by geography for the nine months ended December 31, 2023 and 2022 are as follows:

		For the Three Months Ended
		December 31, 2023		December 31, 2022
United States of America	$	31,998,403	$	24,221,834
Canada		2,128,546		169,768
Total	$	34,178,949	$	24,391,602

As at December 31, 2023 and March 31, 2023, over 95% of the Company's consolidated non-current assets, being property and equipment and right of use assets, are located in the United States.

The Company's cash payments of interest and taxes during the nine months ended December 31, 2023 and 2022 are as follows:

		For the nine months ended
		December 31, 2023		December 31, 2022
Interest paid	$	516,646	$	447,944
Taxes paid	$	-	$	-

The Company recognized other income of nil during the nine months ended December 31, 2023 and $72,867 during the nine months ended December 31, 2022 which was a gain on the sale of land that completed during the quarter ended December 31, 2022.

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Term Loan and Deferred Benefit of Government Assistance

9 Months Ended

Dec. 31, 2023

Term Loan And Deferred Benefit Of Government Assistance [Abstract]

Term Loan and Deferred Benefit of Government Assistance [Text Block]

17. Term Loan and Deferred Benefit of Government Assistance

As part of the acquisition of Lion Truck Body Inc. that closed on July 7, 2022, the Company agreed to assume a term loan from the seller, with principal outstanding of approximately $1.5 million as at December 31, 2023, an interest rate of 3.75%, a maturity in May 2050, and fixed monthly payments. The carrying value of the term loan is determined by discounting the remaining payments at a market rate of interest. The carrying value of the term loan as at December 31, 2023 is $609,250 (March 31, 2023 - $610,218). The below market rate of interest on the loan represents the deferred benefit of government assistance, the carrying value of which is $672,611 as at December 31, 2023 (March 31, 2023 - $686,341).

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Warranty Liability

9 Months Ended

Dec. 31, 2023

Warranty Provision Abstract

Warranty Liability [Text Block]

18. Warranty Liability

The Company generally provides its customers with a base warranty on its vehicles including those covering brake systems, lower-level components, fleet defect provisions and battery-related components. The majority of warranties cover periods of five years, with some variation 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. This assessment relies on estimates and assumptions about expenditures on future warranty claims.

Actual warranty disbursements are inherently uncertain, and differences may impact cash expenditures on these claims. It is expected that the Company will incur approximately $743,230 in warranty costs within the next twelve months, with disbursements for the remaining warranty liability incurred after this date. An accrual for expected future warranty expenditures is recognized in the period when the revenue is recognized from the associated vehicle sale and is expensed in Product Development Costs in the Company's Sales, general and administrative costs.

The following table summarizes changes in the warranty liability over the nine months ended December 31, 2023 and the year ended March 31, 2023:

		Nine Months Ended			Year Ended
		December 31, 2023			March 31, 2023
Opening balance	$	2,077,749		$	1,042,983
Warranty additions		1,173,779			1,375,673
Warranty disbursements		(697,615	)		(339,349	)
Warranty expiry		(147,108	)		-
Foreign exchange translation		(277	)		(1,557	)
Total	$	2,406,529		$	2,077,749
Current portion	$	743,230		$	535,484
Long term portion		1,663,299			1,542,265
Total	$	2,406,529		$	2,077,749

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Litigation and Legal Matters

9 Months Ended

Dec. 31, 2023

Disclosure Of Commitments And Contingent Liabilities [Abstract]

Litigation and Legal Matters [Text Block]

19. Litigation and Legal Matters

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 of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at December 31, 2023.

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, and this claim has not been resolved as at December 31, 2023.

During April 2023 the Company repossessed 27 EV Stars and 10 EV Star CC's after a lease termination due to non-payment (Note 5). In addition, the Company repossessed 1 EV Star from the same customer due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary, and this matter has not been resolved as at December 31, 2023. The Company has not booked a provision for the claims or the counterclaim as it does not believe there is a remote or estimable material financial impact as at December 31, 2023.

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Subsequent Events

9 Months Ended

Dec. 31, 2023

Disclosure Of Nonadjusting Events After Reporting Period Abstract

Subsequent Events [Text Block]

20. Subsequent Events

On January 9, 2024, 14,286 common shares were issued at CAD$3.50 per share for gross proceeds of CAD$50,001 pursuant to the exercise of stock options.

On January 24, 2024 12,500 stock options exercisable at CAD$2.85 per share were forfeited.

During February 2024 the Company entered into a $5,000,000 revolving loan facility (the "Loan") from Export Development Canada ("EDC"). The Loan will be used to finance working capital investments to deliver all-electric vehicles to customers under purchase orders approved by EDC. The Loan allows advances over a 24-month period, has a term of 36 months, and bears interest at a floating rate of US Prime + 5% per annum. The Company has granted EDC a first and second ranking security interest over property of the Company and certain subsidiaries, and the Company and certain subsidiaries have provided Guarantees to EDC.

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Material Accounting Policies (Policies)

9 Months Ended

Dec. 31, 2023

Disclosure Of Detailed Information About Significant Accounting Policies [Abstract]

Basis of presentation [Policy Text Block]

Basis of presentation

GreenPower has applied the same accounting policies and methods of computation in its Consolidated Condensed Interim Financial Statements as in the annual audited financial statements for the year ended March 31, 2023, except for the following which either did not apply to the prior year or are amendments which apply for the current fiscal year.

Adoption of accounting standards [Policy Text Block]

Adoption of accounting standards

Certain new accounting standards have been published by the IASB that are effective for annual reporting periods beginning on or after January 1, 2023, as follows:

•  IFRS 17 - Insurance Contracts
•  IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2 (Disclosure of Accounting Policies)
•  IAS 8 - Accounting policies, Changes in Accounting Estimates and Errors (Definition of Accounting Estimates)
•  IAS 12 - Income taxes (Deferred tax related to assets and liabilities arising from a single transaction)

Amendments to these standards did not cause a change to the Company's financial statements.

Future accounting pronouncements [Policy Text Block]

Future accounting pronouncements

Certain new accounting standards and interpretations have been published by the IASB that are mandatory for the annual period beginning April 1, 2024. 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.

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Finance Lease Receivable (Tables)

9 Months Ended

Dec. 31, 2023

Disclosure of Finance Lease Receivables [Abstract]

Disclosure of payments to be received on finance lease receivables [Table Text Block]

		31-Dec-23
Year 1	$	364,205
Year 2		364,205
Year 3		372,605
Year 4		346,200
Year 5		691,702
less: amount representing interest income		(923,681	)
Finance Lease Receivable	$	1,215,236
Current Portion of Finance Lease Receivable	$	137,535
Long Term Portion of Finance Lease Receivable	$	1,077,701

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Inventory (Tables)

9 Months Ended

Dec. 31, 2023

Classes of current inventories [abstract]

Disclosure of inventories [Table Text Block]

		December 31, 2023		March 31, 2023
Work in Process and Parts	$	16,036,373	$	9,737,474
Finished Goods		16,865,666		31,871,760
Total	$	32,902,039	$	41,609,234

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Right of Use Assets and Lease Liabilities (Tables)

9 Months Ended

Dec. 31, 2023

Disclosure of Right of Use Assets and Lease Liabilities [Abstract]

Disclosure of changes in right of use assets [Table Text Block]

Right of Use Assets, March 31, 2023	$	4,845,738
Depreciation		(592,985	)
Transfer to deposit		(5,000	)
Additions during the period		69,131
Right of Use Assets, December 31, 2023	$	4,316,884

Right of Use Assets, March 31, 2022	$	116,678
Additions		4,968,446
Additions in acquisition		448,512
Depreciation		(571,793	)
Removal		(101,105	)
Transfer to deposit		(15,000	)
Right of Use Assets, March 31, 2023	$	4,845,738

Disclosure of payments on lease liabilities [Table Text Block]

		31-Dec-23
1 year	$	1,027,585
thereafter	$	5,746,378
less amount representing interest expense	$	(1,967,253	)
Lease liability	$	4,806,710
Current Portion of Lease Liabilities	$	686,723
Long Term Portion of Lease Liabilities	$	4,119,987

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Property and Equipment (Tables)

9 Months Ended

Dec. 31, 2023

Property Plant And Equipment Abstract

Disclosure of property and equipment [Table Text Block]

Property and Equipment, March 31, 2023	$	2,604,791
plus: purchases		291,249
plus: transferred from inventory		275,378
less: depreciation		(761,798	)
plus: foreign exchange translation		2,583
Property and Equipment, December 31, 2023	$	2,412,203

Property and Equipment, March 31, 2022	$	3,443,317
plus: purchases		355,992
plus: acquired in acquisition		268,252
less: sold		(801,317	)
less: depreciation		(662,152	)
plus: foreign exchange translation		699
Property and Equipment, March 31, 2023	$	2,604,791

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Stock options (Tables)

9 Months Ended

Dec. 31, 2023

Disclosure Of Terms And Conditions Of Sharebased Payment Arrangement Abstract

Disclosure of incentive stock options granted under the plan [Table Text Block]

			Exercise		Balance							Forfeited			Balance
Expiry Date			Price		March 31, 2023		Granted		Exercised			or Expired			December 31, 2023
May 4, 2023	CDN	$	3.50		57,144		-		(42,858	)		(14,286	)		-
November 30, 2023	CDN	$	3.01		50,000		-		(15,000	)		(35,000	)		-
February 12, 2024	CDN	$	3.50		71,787		-		(357	)		-			71,430
January 30, 2025	CDN	$	2.59		254,640		-		(10,714	)		(5,714	)		238,212
February 11, 2025	CDN	$	8.32		50,000		-		-			-			50,000
July 3, 2025	CDN	$	4.90		16,071		-		-			(1,072	)		14,999
November 19, 2025	US	$	20.00		300,000		-		-			-			300,000
December 4, 2025	US	$	20.00		20,000		-		-			-			20,000
May 18, 2026	CDN	$	19.62		73,275		-		-			(8,825	)		64,450
December 10, 2026	CDN	$	16.45		553,500		-		-			(26,500	)		527,000
July 4, 2027	CDN	$	4.25		15,000		-		-			-			15,000
November 2, 2027	US	$	2.46		10,000		-		-			-			10,000
February 14, 2028	CDN	$	3.80		645,000		-		(2,500	)		(5,000	)		637,500
March 28, 2028	CDN	$	2.85		100,000		-		-			(87,500	)		12,500
Total outstanding					2,216,417		-		(71,429	)		(183,897	)		1,961,091
Total exercisable					1,265,128										1,412,103
Weighted Average
Exercise Price (CDN$)				$	10.72	$	-	$	3.27		$	5.73		$	11.46
Weighted Average Remaining Life					3.4 years										2.8 years

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Deferred Revenue (Tables)

9 Months Ended

Dec. 31, 2023

Accruals And Deferred Income Including Contract Liabilities Abstract

Disclosure of deferred revenue [Table Text Block]

		Nine months ended			Year ended
		December 31, 2023			March 31, 2023
Deferred Revenue, beginning balance	$	9,998,609		$	6,514,712
Additions to deferred revenue during the period		4,059,843			11,576,344
Deposits returned		(231,415	)		(302,298	)
Revenue recognized from deferred revenue		(3,099,746	)		(7,790,149	)
Deferred Revenue, end of period	$	10,727,291		$	9,998,609
Current portion of deferred revenue	$	8,206,961		$	8,059,769
Long term portion of deferred revenue	$	2,520,330			1,938,840
Total	$	10,727,291		$	9,998,609

XML

Financial Instruments (Tables)

9 Months Ended

Dec. 31, 2023

Disclosure of detailed information about financial instruments [abstract]

Disclosure of foreign currency risk [Table Text Block]

Cash	$	500,653
Accounts Receivable	$	732,199
Sales tax receivable	$	112,372
Prepaids and deposits	$	-
Finance lease receivable	$	69,636
Accounts payable and accrued liabilities	$	(264,853	)
Related party loan and interest payable	$	(3,670,000	)

XML

Related Party Transactions (Tables)

9 Months Ended

Dec. 31, 2023

Related Party Transactions Abstract

Disclosure of transactions between related parties [Table Text Block]

		For the Three Months Ended
		Dec 31, 2023		Dec 31, 2022
Salaries and Benefits (1)	$	133,652	$	194,782
Consulting fees (2)		129,560		85,000
Non-cash Options Vested (3)		127,231		260,625
Total	$	390,443	$	540,407

 

		For the Nine Months Ended
		Dec 31, 2023		Dec 31, 2022
Salaries and Benefits (1)	$	422,609	$	467,539
Consulting fees (2)		400,373		311,250
Non-cash Options Vested (3)		833,011		1,829,998
Total	$	1,655,993	$	2,608,787

XML

Segmented information and supplemental cash flow disclosure (Tables)

9 Months Ended

Dec. 31, 2023

Disclosure Of Operating Segments Abstract

Disclosure of revenues allocated by geography [Table Text Block]

		For the Three Months Ended
		December 31, 2023		December 31, 2022
United States of America	$	6,914,740	$	12,803,038
Canada		1,243,191		-
Total	$	8,157,931	$	12,803,038

		For the Three Months Ended
		December 31, 2023		December 31, 2022
United States of America	$	31,998,403	$	24,221,834
Canada		2,128,546		169,768
Total	$	34,178,949	$	24,391,602

Disclosure of detailed information about cash payments of interest and taxes [Table Text Block]

		For the nine months ended
		December 31, 2023		December 31, 2022
Interest paid	$	516,646	$	447,944
Taxes paid	$	-	$	-

XML

Warranty Liability (Tables)

9 Months Ended

Dec. 31, 2023

Warranty Provision Abstract

Disclosure of warranty liability [Table Text Block]

		Nine Months Ended			Year Ended
		December 31, 2023			March 31, 2023
Opening balance	$	2,077,749		$	1,042,983
Warranty additions		1,173,779			1,375,673
Warranty disbursements		(697,615	)		(339,349	)
Warranty expiry		(147,108	)		-
Foreign exchange translation		(277	)		(1,557	)
Total	$	2,406,529		$	2,077,749
Current portion	$	743,230		$	535,484
Long term portion		1,663,299			1,542,265
Total	$	2,406,529		$	2,077,749

XML

Nature and Continuance of Operations and Going Concern (Narrative) (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Nature And Continuance Of Operations And Going Concern [Abstract]
Cash	$ 3,961,409	$ 600,402	$ 609,636	$ 6,888,322
Working capital	19,428,489
Accumulated deficit	(72,454,151)	(60,790,972)
Shareholder's equity	$ 18,052,671	$ 27,662,006	$ 27,302,791	$ 34,385,193

XML

Cash (Narrative) (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Disclosure Of Detailed Information About Cash And Restricted Cash [Line Items]
Cash	$ 3,961,409	$ 600,402	$ 609,636	$ 6,888,322
Cash	$ 3,961,409	$ 600,402

XML

Accounts Receivable and Promissory Note Receivable (Narrative) (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Accounts Receivable And Promissory Note Receivable [Abstract]
Allowance for credit losses	$ 329,743
Allowance for credit losses of promissory note receivable	$ 131,089	$ 139,370	$ 0

XML

Finance Lease Receivable (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Disclosure of Finance Lease Receivables [Abstract]
Impairment related to finance lease	$ 423,267	$ 0	$ 423,267	$ 0

XML

Finance Lease Receivable - Disclosure of payments to be received on finance lease receivables (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Disclosure of maturity analysis of finance lease payments receivable [line items]
less: amount representing interest income	$ (923,681)
Finance Lease Receivable	1,215,236
Current Portion of Finance Lease Receivable	137,535	$ 1,051,873
Long Term Portion of Finance Lease Receivable	1,077,701	$ 1,918,483
Year 1 [Member]
Disclosure of maturity analysis of finance lease payments receivable [line items]
Payments to be received on Finance Lease Receivables	364,205
Year 2 [Member]
Disclosure of maturity analysis of finance lease payments receivable [line items]
Payments to be received on Finance Lease Receivables	364,205
Year 3 [Member]
Disclosure of maturity analysis of finance lease payments receivable [line items]
Payments to be received on Finance Lease Receivables	372,605
Year 4 [Member]
Disclosure of maturity analysis of finance lease payments receivable [line items]
Payments to be received on Finance Lease Receivables	346,200
Year 5 [Member]
Disclosure of maturity analysis of finance lease payments receivable [line items]
Payments to be received on Finance Lease Receivables	$ 691,702

XML

Inventory (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Classes of current inventories [abstract]
Inventory included in cost of sales	$ 5,645,273	$ 8,626,522	$ 25,506,204	$ 17,465,610
Inventory write-down	$ 408,651		$ 408,651

XML

Inventory - Disclosure of inventories (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Classes of current inventories [abstract]
Work in Progress	$ 16,036,373	$ 9,737,474
Finished Goods	16,865,666	31,871,760
Total	$ 32,902,039	$ 41,609,234

XML

Right of Use Assets and Lease Liabilities (Narrative) (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) Employees	Mar. 31, 2022 USD ($)
Disclosure Of Detailed Information About Right Of Use Assets And Lease Liabilities [Line Items]
Right of use assets carrying value	$ 4,316,884		$ 4,316,884		$ 4,845,738	$ 116,678
Discounted rate of interest	8.00%		8.00%
Interest expense incurred	$ 93,162	$ 95,770	$ 287,250	$ 135,044
Depreciation expense	190,563	187,704	592,985	384,328	571,793
Rental payments	$ 256,458	$ 91,993	$ 789,796	$ 315,751
South Charleston Development Authority [Member]
Disclosure Of Detailed Information About Right Of Use Assets And Lease Liabilities [Line Items]
Forgiveness on lease liability					$ 1,300,000
Number of employees set thereafter for eligible forgiveness | Employees					200
Additional forgiveness on lease liability					$ 500,000
Number of employees thereafter eligible for additional forgiveness | Employees					100
Total amount of forgiveness on lease liability					$ 6,700,000

XML

Right of Use Assets and Lease Liabilities - Disclosure of changes in right of use assets (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023
Disclosure of Right of Use Assets and Lease Liabilities [Abstract]
Right of Use Assets, beginning of year			$ 4,845,738	$ 116,678	$ 116,678
Additions			69,131		4,968,446
Additions in acquisition					448,512
Depreciation	$ (190,563)	$ (187,704)	(592,985)	$ (384,328)	(571,793)
Removal					(101,105)
Transfer to deposit			(5,000)		(15,000)
Right of Use Assets, end of year	$ 4,316,884		$ 4,316,884		$ 4,845,738

XML

Right of Use Assets and Lease Liabilities - Disclosure of payments on lease liabilities (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
Disclosure of maturity analysis of operating lease payments [line items]
less amount representing interest expense	$ (1,967,253)
Lease liability	4,806,710
Current Portion of Lease Liabilities	686,723	$ 669,040
Long Term Portion of Lease Liabilities	4,119,987	$ 4,570,811
Year 1 [Member]
Disclosure of maturity analysis of operating lease payments [line items]
Payments on Lease Liabilities	1,027,585
Thereafter [Member]
Disclosure of maturity analysis of operating lease payments [line items]
Payments on Lease Liabilities	$ 5,746,378

XML

Property and Equipment- Disclosure of property and equipment activities (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Property Plant And Equipment Abstract
Property, plant and equipment at beginning of period	$ 2,604,791	$ 3,443,317
plus: purchases	291,249	355,992
plus: acquired in acquisition		268,252
less: sold		(801,317)
Transferred from inventory	275,378
less: depreciation	(761,798)	(662,152)
plus: foreign exchange translation	2,583	699
Property, plant and equipment at end of period	$ 2,412,203	$ 2,604,791

XML

Restricted deposit (Narrative) (Details)	1 Months Ended
	Jun. 23, 2023 USD ($)
Restricted Deposit [Abstract]
Restricted deposit	$ 400,000
Restricted deposit, term	1 year
Restricted deposit, interest rate	4.90%

XML

Line of Credit (Narrative) (Details) - USD ($)	9 Months Ended
	Dec. 31, 2023	Mar. 31, 2022
Line of Credit [Abstract]
Maximum credit limit under line of credit	$ 8,000,000	$ 8,000,000
Line of credit basis of interest rate	The Line of Credit bears interest at the bank's US Base Rate (December 31, 2023 - 9.0% plus 2.0% margin, March 31, 2023 - 8.0% plus 1.5% margin).
Personal guarantees provided by company directors	$ 5,020,000
Description of current ratio limit under line of credit	1.2:1
Line of credit subject to margin requirement	$ 5,000,000
Line of credit, drawn balance	$ 7,686,591	$ 6,612,232

XML

Share Capital (Narrative) (Details)	1 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($)	Dec. 31, 2023 USD ($) Share shares	Dec. 31, 2022 USD ($) Share shares
Disclosure of classes of share capital [line items]
Number of stock options exercised | Share		71,429	3,322
Shares issued through ATM | shares		188,819	458,404
Proceeds from private placement and equity offering		$ 520,892
Share issuance costs		$ 14,904	$ 86,005
Top of range [Member]
Disclosure of classes of share capital [line items]
Proceeds from private placement and equity offering	$ 20,000,000

XML

Stock options (Narrative) (Details)	3 Months Ended		9 Months Ended
	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2023 CAD ($) Share Incentive_Plan $ / shares shares	Dec. 31, 2023 USD ($) Share Incentive_Plan shares	Dec. 31, 2022 USD ($) Share	Mar. 31, 2021 shares	Mar. 09, 2016 shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of incentive stock option plans | Incentive_Plan			2	2
Number of share options exercised in share-based payment arrangement | Share			71,429	71,429	3,322
Weighted average exercise price of share options exercised in share-based payment arrangement | $ / shares			$ 3.27
Proceeds from exercise of options			$ 233,652	$ 172,582	$ 8,761
Number of stock options expired | Share			49,286	49,286
Weighted average exercise price of stock options expired | $ / shares			$ 3.15
Number of share option forfeited | Share			134,611	134,611
Weighted average exercise price of stock options, forfeited | $ / shares			$ 6.67
Share-based payments | $	$ 259,188	$ 500,933		$ 1,377,885	$ 3,177,449
2023 Equity Incentive Plan (the "2023 Plan") [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Aggregate fair market value of stock options exercisable maximum | $				$ 100,000
Number of performance based awards available for issuance in share based arrangement	2,467,595		2,467,595	2,467,595
Number of stock options available for issuance in share based arrangement	536,596		536,596	536,596
2022 Equity Incentive Plan (the "2022 Plan") [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of performance based awards available for issuance in share based arrangement	2,467,595		2,467,595	2,467,595
Number of stock options available for issuance in share based arrangement	536,596		536,596	536,596
Fixed Stock Option Plan (the "2016 Plan") [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Number of stock options available for issuance in share based arrangement						2,129,999	1,491,541

XML

Stock options - Disclosure of incentive stock options granted under plan (Details)	9 Months Ended		12 Months Ended
	Dec. 31, 2023 Share $ / shares	Dec. 31, 2022 Share	Mar. 31, 2023 Share $ / shares	Dec. 31, 2023 Share $ / shares
Disclosure of terms and conditions of share-based payment arrangement [line items]
Beginning balance	2,216,417
Granted	0
Exercised	(71,429)	(3,322)
Forfeited or Expired	(183,897)
Ending balance	1,961,091		2,216,417
Total exercisable	1,412,103		1,265,128	1,412,103
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 10.72
Weighted Average Exercise Price, Granted | $ / shares	0
Weighted Average Exercise Price, Exercised | $ / shares	3.27
Weighted Average Exercise Price, Forfeited or Expired | $ / shares	5.73
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 11.46		$ 10.72
Weighted Average Remaining Life	2 years 9 months 18 days		3 years 4 months 24 days
May 4, 2023 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 3.5
Beginning balance	57,144
Granted	0
Exercised	(42,858)
Forfeited or Expired	(14,286)
Ending balance	0		57,144
November 30, 2023 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 3.01
Beginning balance	50,000
Granted	0
Exercised	(15,000)
Forfeited or Expired	(35,000)
Ending balance	0		50,000
February 12, 2024 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 3.5
Beginning balance	71,787
Granted	0
Exercised	(357)
Forfeited or Expired	0
Ending balance	71,430		71,787
January 30, 2025 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 2.59
Beginning balance	254,640
Granted	0
Exercised	(10,714)
Forfeited or Expired	(5,714)
Ending balance	238,212		254,640
February 11, 2025 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 8.32
Beginning balance	50,000
Granted	0
Exercised	0
Forfeited or Expired	0
Ending balance	50,000		50,000
July 3, 2025 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 4.9
Beginning balance	16,071
Granted	0
Exercised	0
Forfeited or Expired	(1,072)
Ending balance	14,999		16,071
November 19, 2025 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares				$ 20
Beginning balance	300,000
Granted	0
Exercised	0
Forfeited or Expired	0
Ending balance	300,000		300,000
December 4, 2025 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares				20
Beginning balance	20,000
Granted	0
Exercised	0
Forfeited or Expired	0
Ending balance	20,000		20,000
May 18, 2026 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 19.62
Beginning balance	73,275
Granted	0
Exercised	0
Forfeited or Expired	(8,825)
Ending balance	64,450		73,275
December 10, 2026 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 16.45
Beginning balance	553,500
Granted	0
Exercised	0
Forfeited or Expired	(26,500)
Ending balance	527,000		553,500
July 4, 2027 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 4.25
Beginning balance	15,000
Granted	0
Exercised	0
Forfeited or Expired	0
Ending balance	15,000		15,000
November 2, 2027 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares				$ 2.46
Beginning balance	10,000
Granted	0
Exercised	0
Forfeited or Expired	0
Ending balance	10,000		10,000
February 14, 2028 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 3.8
Beginning balance	645,000
Granted	0
Exercised	(2,500)
Forfeited or Expired	(5,000)
Ending balance	637,500		645,000
March 28, 2028 [Member]
Disclosure of terms and conditions of share-based payment arrangement [line items]
Exercise Price | $ / shares	$ 2.85
Beginning balance	100,000
Granted	0
Exercised	0
Forfeited or Expired	(87,500)
Ending balance	12,500		100,000

XML

Deferred Revenue (Narrative) (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Accruals And Deferred Income Including Contract Liabilities Abstract
Deferred revenue	$ 10,727,291	$ 9,998,609	$ 6,514,712

XML

Deferred Revenue - Disclosure of deferred revenue (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Accruals And Deferred Income Including Contract Liabilities Abstract
Deferred Revenue, beginning balance	$ 9,998,609	$ 6,514,712
Additions to deferred revenue during the period	4,059,843	11,576,344
Deposits returned	(231,415)	(302,298)
Revenue recognized from deferred revenue	(3,099,746)	(7,790,149)
Deferred Revenue, end of period	10,727,291	9,998,609
Current portion of deferred revenue	8,206,961	8,059,769
Long term portion of deferred revenue	$ 2,520,330	$ 1,938,840

XML

Financial Instruments (Narrative) (Details)	3 Months Ended		9 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) Customer	Dec. 31, 2022 USD ($) Customer	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Disclosure of detailed information about financial instruments [line items]
Allowance for credit losses	$ 329,743		$ 329,743
Allowance for credit losses of promissory note receivable	131,089		131,089		$ 139,370	$ 0
Impairment related to finance lease	423,267	$ 0	423,267	$ 0
Credit risk [Member]
Disclosure of detailed information about financial instruments [line items]
Allowance for credit losses	329,743		329,743
Allowance for credit losses of promissory note receivable	131,089		131,089		$ 139,370	$ 0
Impairment related to finance lease	423,267		$ 423,267
Credit risk [Member] | Two Customers [Member]
Disclosure of detailed information about financial instruments [line items]
Number of customers | Customer				2
Percentage of the entity's accounts receivable				53.00%
Credit risk [Member] | Three Customers [Member]
Disclosure of detailed information about financial instruments [line items]
Number of customers | Customer			3
Percentage of the entity's accounts receivable			49.30%
Liquidity risk [Member]
Disclosure of detailed information about financial instruments [line items]
Operating line of credit	$ 8,000,000		$ 8,000,000
Market risk [Member]
Disclosure of detailed information about financial instruments [line items]
Closing foreign exchange rate	0.7561		0.7561		0.7389
Percentage of change in exchange rate			10.00%
Comprehensive loss due to change in exchange rate	$ 190,500		$ 190,500

XML

Financial Instruments - Disclosure of foreign currency risk (Details)	Dec. 31, 2023 CAD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)
Disclosure of detailed information about financial instruments [line items]
Cash		$ 3,961,409	$ 600,402
Accounts Receivable		3,921,063	$ 10,406,906
Finance Lease Receivable		$ 1,215,236
Currency risk [Member]
Disclosure of detailed information about financial instruments [line items]
Cash	$ 500,653
Accounts Receivable	732,199
Sales tax receivable	112,372
Prepaids and deposits	0
Finance Lease Receivable	69,636
Accounts payable and accrued liabilities	(264,853)
Related party loan and interest payable	$ (3,670,000)

XML

Related Party Transactions (Narrative) (Details)	3 Months Ended		9 Months Ended			12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 CAD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Disclosure of transactions between related parties [line items]
Interest expense	$ 342,590	$ 465,188		$ 886,576	$ 1,112,485
Officers, directors, and companies controlled by officers and directors, and shareholders [Member]
Disclosure of transactions between related parties [line items]
Accounts payable and accrued liabilities							$ 208,215	$ 110,528
FWP Holdings LLC [Member]
Disclosure of transactions between related parties [line items]
Total loans received from companies owned by CEO and Chairman						$ 3,670,000	25,000
Loans repaid				$ 25,000
Loans outstanding			$ 3,670,000
Interest expense					$ 177,174		$ 247,414
Countryman Investments Ltd [Member]
Disclosure of transactions between related parties [line items]
Total loans received from companies owned by CEO and Chairman						$ 250,000
Interest rate per annum							12.00%
Loans repaid			$ 250,000
Director, CEO and Chairman [Member]
Disclosure of transactions between related parties [line items]
Personal guarantee amount to support operating line of credit								2,510,000
Joint guarantee amount to support operating line of credit								5,020,000
Operating line of credit								$ 8,000,000

XML

Related Party Transactions - Disclosure of compensation for directors, officers and key management personnel (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions Abstract
Salaries and Benefits	$ 133,652	$ 194,782	$ 422,609	$ 467,539
Consulting fees	129,560	85,000	400,373	311,250
Non-cash Options Vested	127,231	260,625	833,011	1,829,998
Total	$ 390,443	$ 540,407	$ 1,655,993	$ 2,608,787

XML

Segmented information and supplemental cash flow disclosure (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Operating Segments Abstract
Other income	$ 0	$ 72,867	$ 0	$ 72,867

XML

Segmented information and supplemental cash flow disclosure - Disclosure of revenues allocated by geography (Details) - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Disclosure of operating segments [line items]
Revenue	$ 8,157,931	$ 12,803,038	$ 34,178,949	$ 24,391,602
United States of America [Member]
Disclosure of operating segments [line items]
Revenue	6,914,740	12,803,038	31,998,403	24,221,834
Canada [Member]
Disclosure of operating segments [line items]
Revenue	$ 1,243,191	$ 0	$ 2,128,546	$ 169,768

XML

Segmented information and supplemental cash flow disclosure - Disclosure of cash payments of interest and taxes (Details) - USD ($)	9 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disclosure Of Operating Segments Abstract
Interest paid	$ 516,646	$ 447,944
Taxes paid	$ 0	$ 0

XML

Term Loan and Deferred Benefit of Government Assistance (Narrative) (Details) - Lion Truck Body Inc [Member] - USD ($)	9 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Disclosure of transactions recognised separately from acquisition of assets and assumption of liabilities in business combination [line items]
Principal outstanding term loan	$ 1,500,000
Interest rate per annum	3.75%
Term loan maturity	May 2050
Carrying value of term loan	$ 609,250	$ 610,218
Deferred benefit of government assistance	$ 672,611	$ 686,341

XML

Warranty Liability (Narrative) (Details)	9 Months Ended
	Dec. 31, 2023 USD ($)
Warranty Provision Abstract
Warranty costs to be incurred within the next twelve months	$ 743,230

XML

Warranty Liability - Disclosure of warranty liability (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023
Warranty Provision Abstract
Opening balance	$ 2,077,749	$ 1,042,983
Warranty additions	1,173,779	1,375,673
Warranty disbursements	(697,615)	(339,349)
Warranty expiry	(147,108)	0
Foreign exchange translation	(277)	(1,557)
Total	2,406,529	2,077,749
Current portion	743,230	535,484
Long term portion	1,663,299	1,542,265
Total	$ 2,406,529	$ 2,077,749

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Subsequent Events (Narrative) (Details)			1 Months Ended	9 Months Ended
	Jan. 24, 2024 Share $ / shares	Jan. 09, 2024 CAD ($) $ / shares shares	Feb. 29, 2024 USD ($)	Dec. 31, 2023 CAD ($) Share $ / shares	Dec. 31, 2023 USD ($) Share	Dec. 31, 2022 USD ($)
Disclosure of non-adjusting events after reporting period [line items]
Weighted average price				$ 3.27
Gross proceeds of transaction fees				$ 233,652	$ 172,582	$ 8,761
Number of share option forfeited | Share				134,611	134,611
Stock options forfeited, exercise price				$ 6.67
Interest rate basis				The Line of Credit bears interest at the bank's US Base Rate (December 31, 2023 - 9.0% plus 2.0% margin, March 31, 2023 - 8.0% plus 1.5% margin).	The Line of Credit bears interest at the bank's US Base Rate (December 31, 2023 - 9.0% plus 2.0% margin, March 31, 2023 - 8.0% plus 1.5% margin).
Events after reporting period [Member]
Disclosure of non-adjusting events after reporting period [line items]
Number of shares issued | shares		14,286
Weighted average price		$ 3.5
Gross proceeds of transaction fees | $		$ 50,001
Number of share option forfeited | Share	12,500
Stock options forfeited, exercise price	$ 2.85
Revolving Loan Facility [Member]
Disclosure of non-adjusting events after reporting period [line items]
Revolving loan facility | $			$ 5,000,000
Interest rate basis			The Loan allows advances over a 24-month period, has a term of 36 months, and bears interest at a floating rate of US Prime + 5% per annum.