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The Lion Electric Company (NYSE:LEV) (TSX:LEV) ("Lion" or the "Company"), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, today announced the launch of a marketed public offering of units (the "Units") in the United States and Canada (the "Offering").
Each Unit will consist of one common share in the capital of the Company (each a "Unit Share") and one common share purchase warrant (each a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire one common share in the capital of the Company (each a "Warrant Share") at an exercise price to be determined in the context of the market for a period of five (5) years following the closing of the Offering.
B. Riley Securities, Inc. and National Bank Financial Inc. are acting as joint bookrunners for the Offering (the "Underwriters"). The Offering will be priced in the context of the market with the price, total size and other final terms of the Offering to be determined at the time of entering into an underwriting agreement for the Offering.
Under the terms of the underwriting agreement, the Company will also grant the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the Offering, to purchase additional Units representing in the aggregate up to 15% of the total number of Units to be sold pursuant to the Offering.
In connection with the closing of the Offering, Power Sustainable Capital Inc., through its wholly-owned subsidiary Power Energy Corporation ("PEC"), has indicated an interest in purchasing Units at the offering price, representing an aggregate purchase price of approximately US$25 million. Because this indication of interest is not a binding agreement or commitment to purchase, the Underwriters may determine to sell more, fewer or no Units to PEC, or PEC may determine to purchase more, fewer or no Units in the Offering.
The Company intends to use the net proceeds of the Offering to strengthen its financial position, and allow it to continue to pursue its growth strategy, including the Company's capacity expansion projects in Joliet, Illinois and Mirabel, Québec.
Closing of the Offering will be subject to a number of customary conditions, including the entering into of the definitive underwriting agreement, the listing of the Unit Shares issuable by the Company as part of the Offering on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX"), and any required approvals of the NYSE and the TSX. The Company has applied to list the Unit Shares, the Warrant Shares and the Warrants on the NYSE and the TSX. Listing will be subject to the Company fulfilling all of the listing requirements of the NYSE and the TSX, including, in respect of the Warrants, distribution of the Warrants to a minimum number of public securityholders.
In connection with the Offering, the Company will file a preliminary prospectus supplement to its short form base shelf prospectus dated June 17, 2022 (the "base shelf prospectus"). The preliminary prospectus supplement will be filed with the securities regulatory authorities in each of the provinces and territories of Canada, and with the U.S. Securities and Exchange Commission (the "SEC") and, once filed, will form a part of the registration statement filed with the SEC on Form F-10 under the U.S.-Canada multijurisdictional disclosure system (MJDS) that is currently effective. The Offering will be made in Canada only by means of the base shelf prospectus and preliminary prospectus supplement and in the United States only by means of the registration statement, including the base shelf prospectus and preliminary prospectus supplement. Such documents contain important information about the Offering. Copies of the base shelf prospectus, and the preliminary prospectus supplement when available, can be found on SEDAR at www.sedar.com and a copy of the registration statement, including the base shelf prospectus and the preliminary prospectus supplement when available, can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained from any of the following sources: B. Riley Securities, Inc., Attn: Prospectus Department, 1300 17th Street North, Suite 1300, Arlington, VA 22209, telephone: (703) 312-9580 or by emailing prospectuses@brileyfin.com; or National Bank Financial Inc., 130 King Street West, 4th Floor Podium, Toronto, ON M5X 1J9, telephone (416) 869-6534 or by emailing ecm-origination@nbc.ca.
Prospective investors should read the base shelf prospectus and the preliminary prospectus supplement as well as the registration statement before making an investment decision.
