VICINITY MOTOR CORP Form 40FR12B/A Filed

SECURITIES AND EXCHANGE COMMISSION

FORM 40FR12B/A Registration of a class of securities of certain Canadian issuers pursuant to Section 12(b) of the 1934 Act [amend]

Filing Date: 2021-07-01 SEC Accession No. 0001731122-21-001121

(HTML Version on secdatabase.com)

FILER VICINITY MOTOR CORP Mailing Address Business Address 3168 262ND STREET 3168 262ND STREET CIK:1834975| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 1231 ALDERGROVE A1 V4W 2Z6 ALDERGROVE A1 V4W 2Z6 Type: 40FR12B/A | Act: 34 | File No.: 001-40412 | Film No.: 211065856 (604) 607-4000 SIC: 3711 Motor vehicles & passenger car bodies

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 40-F/A (Amendment No. 2)

☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended Commission File Number: ______VICINITY MOTOR CORP. (Exact name of Registrant as specified in its charter)

British Columbia 3711 N/A (Province or Other Jurisdiction (Primary Standard (I.R.S. Employer Identification of Incorporation or Industrial Classification Code) No.) Organization)

3168, 262nd Street Aldergrove, British Columbia, Canada V6B 1R4 Attention: William Trainer Chief Executive Officer Telephone: (604) 607-4000 (Address and telephone number of Registrant’s principal executive offices)

National Registered Agents, Inc. 28 Liberty Street New York, New York 10005 Telephone: (800) 717-2810 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Name of Each Exchange on Which Title of Each Class Trading Symbol(s) Registered: Common Shares, no par value VEV The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

EXPLANATORY NOTE

Vicinity Motor Corp. (the “Company” or the “Registrant”) is a Canadian public company whose common shares are listed on the TSX Venture Exchange. The Company is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined by Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company initially filed the Registration Statement on Form 40-F on May 13, 2021 (SEC file number 001-40412) and Amendment No. 1 to the Registration Statement on May 28, 2021. The Company is filing this Amendment No. 2 to the Registration Statement to (i) include additional exhibits, each of which is incorporated by reference in this Registration Statement on Form 40-F; and (ii) amend the exhibit references and descriptions under the heading “Documents Filed Pursuant to General Instructions” and within other sections in this Registration Statement on Form 40-F. No other amendment to the Company’s Registration Statement on Form 40-F is being effected hereby.

FORWARD LOOKING STATEMENTS

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This Registration Statement on Form 40-F, including the exhibits attached hereto and incorporated herein may contain “forward-looking statements” within the meaning of applicable Canadian and United States securities laws. All statements other than statements of historical fact are forward-looking statements.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

This forward-looking information is based on the Registrant’s opinions, estimates and assumptions in light of the Registrant’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Registrant currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward- looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions include: the Registrant being able to generate sufficient cash flow from operations and obtain necessary financing on acceptable terms; general economic, financial market, regulatory and political conditions in which the Registrant operates will remain the same; the Registrant being able to compete in the bus manufacturing industry; the Registrant being able to manage anticipated and unanticipated costs; the Registrant being able to maintain internal controls over financial reporting and disclosure and procedures; the Registrant being able to maintain consumer interest in the Registrant’s products and services; the timely receipt of any required regulatory approvals; the Registrant’s ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the Registrant’s ability to conduct operations in a safe, efficient and effective manner; and government regulation of the Registrant’s activities will remain the same.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Registrant to be appropriate and reasonable as of the date of this Registration Statement on Form 40-F, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

● statements with respect to the intentions, plans and future actions of the Registrant;

● statements relating to the business and future activities of the Registrant;

● anticipated developments in operations of the Registrant;

● market position, ability to compete and future financial or operating performance of the Registrant;

● the timing and amount of funding required to execute the Registrant’s business plans;

● capital expenditures;

● the effect on the Registrant of any changes to existing or new legislation or policy or government regulations;

● the availability of labour; requirements for additional capital;

● goals, strategies and future growth;

● the adequacy of financial resources;

● expectations regarding revenues, expenses and anticipated cash needs;

● and the impact of the COVID-19 pandemic on the business and operations of the Registrant; and

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document such other factors discussed in greater detail under the heading “Risk Factors” in the Registrant’s Annual Information Form for ● the year ended December 31, 2020, which is filed as Exhibit 99.93 hereto and incorporated by reference herein.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Risk Factors” in the Registrant’s Annual Information Form for the year ended December 31, 2020, which is filed as Exhibit 99.93 hereto and incorporated by reference herein, should be considered carefully by prospective investors.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing investors and others to get a better understanding of our anticipated financial position, results of operations and operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

Although the Registrant has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, intended or projected. There is no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Readers should carefully consider the maters as further discussed under the heading “Risk Factors” in the Registrant’s Annual Information Form for the year ended December 31, 2020, which is filed as Exhibit 99.93 hereto and incorporated by reference herein.

The forward-looking statements contained in, or incorporated by reference into, this Registration Statement on Form 40-F are made as of the date of this Registration Statement on Form 40-F or as otherwise specified. Except as required by applicable securities law, the Registrant undertakes no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors affecting those statements, whether as a result of new information, future events or otherwise or the foregoing lists of factors affecting this information. All forward-looking statements contained in this Registration Statement on Form 40-F are expressly qualified in their entirety by this cautionary statement.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this Registration Statement on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to applicable Canadian auditing and auditor independence standards and independence in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the Public Company Accounting Oversight Board.

DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibit 99.1 through Exhibit 99.128, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibit 99.112, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement on Form 40-F.

DESCRIPTION OF THE SECURITIES

The required disclosure is included under the heading “Description of Capital Structure” in the Registrant’s Annual Information Form for the year ended December 31, 2020, which is filed as Exhibit 99.93 hereto and incorporated by reference herein.

The Registrant has not entered into any “off-balance sheet arrangements”, as defined in General Instruction B.(11) to Form 40-F, that have or are reasonably likely to have a current or future effect on the Registrant’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2020, based upon the daily average closing rate as quoted by the Bank of Canada, was U.S.$1.00 = Cdn$1.27. The exchange rate of Canadian dollars into United States dollars, on May 12, 2021, based upon the daily average closing rate as quoted by the Bank of Canada, was US$1.00 = Cdn$1.21.

CONTRACTUAL OBLIGATIONS

Below is a tabular disclosure of the Registrant’s contractual obligations at December 31, 2020:

Payments due by period (in thousands of Cdn$) Carrying Amount Less than More than 5 Contractual Obligations on Total 1 1-3 years 3-5 years years Balance year Sheet

Accounts Payable 12,908 12,908 12,908 — — Current Debt Facilities 2,532 2,532 2,532 — — Credit Facility 5,759 5,786 5,786 — — Other Long-Term Liabilities reflected on the 553 572 289 165 62 56 Registrant’s Financial Statements Total 21,752 21,789 21,515 165 62 56

NASDAQ CORPORATE GOVERNANCE

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, www.vicinitymotorcorp.com, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

Concurrently with the initial filing of this Registration Statement on Form 40-F, the Registrant filed with the Commission an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with the class of securities to which this registration statement relates.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Any changes to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 2 to Registration Statement on Form 40-F to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 1, 2021 VICINITY MOTOR CORP.

By: /s/ William Trainer William Trainer Chief Executive Officer

EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to this Registration Statement on Form 40-F.

Exhibit Exhibit Description Number 99.1* Press Release dated February 7, 2020 99.2* Press Release dated March 4, 2020 99.3* Press Release dated March 9, 2020 99.4* Press Release dated March 18, 2020 99.5* Press Release dated March 20, 2020 99.6* Press Release dated March 26, 2020 99.7* Report on exempt distribution excluding Schedule 1 of 45-106F1 dated March 26, 2020 99.8* Form 51-102F3 dated March 26, 2020 99.9* Press Release dated April 21, 2020 99.10* Form 13-502F1 dated April 28, 2020 99.11* Audited Consolidated Financial Statements for the years ended December 31, 2019 and December 31, 2018

99.12* Form 13-501F1 dated April 28, 2020 99.13* Management’s Discussion and Analysis for the year ended December 31, 2019 99.14* Form 52-109FV1 dated April 28, 2020 (CFO) 99.15* Form 52-109FV1 dated April 28, 2020 (CEO) 99.16* Press Release dated April 28, 2020 99.17* Press Release dated May 19, 2020 99.18* Unaudited Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2020 and 2019 99.19* Management’s Discussion and Analysis for the three months ended March 31, 2020 99.20* Form 52-109FV2 dated May 26, 2020 (CFO) 99.21* Form 52-109FV2 dated May 26, 2020 (CEO) 99.22* Press Release dated May 26, 2020 99.23* Press Release dated August 11, 2020 99.24* Unaudited Interim Condensed Consolidated Financial Statements for the three months ended June 30, 2020 and 2019 99.25* Management’s Discussion and Analysis for the six months ended June 30, 2020 99.26* Form 52-109FV2 dated August 24, 2020 (CFO) 99.27* Form 52-109FV2 dated August 24, 2020 (CEO) 99.28* Press Release dated August 24, 2020 99.29* Press Release dated September 21, 2020 99.30* Notice to Canadian Securities Regulatory Authorities of the Annual General and Special Meeting of Shareholders of Grande West Transportation Group Inc. to be held on December 4, 2020, dated October 5, 2020 99.31* Press Release dated October 8, 2020

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 99.32* Press Release dated October 26, 2020 99.33* Form 51-102F3 dated October 28, 2020 99.34* Press Release dated October 29, 2020 99.35* Press Release dated October 30, 2020 99.36* Press Release dated November 4, 2020 99.37* Press Release dated November 4, 2020 99.38* Press Release dated November 4, 2020 99.39* Voting Instruction Form for Annual General and Special Meeting to be held on December 4, 2020 99.40* Financial Statements Request Form for Shareholders 99.41* Notice of Annual General and Special Meeting of Shareholders of Grande West Transportation Group Inc. to be held on December 4, 2020, dated October 30, 2020 99.42* Management Information Circular for the Annual General and Special Meeting to be held on December 4, 2020, dated October 30, 2020 99.43* Form of Proxy for Annual General and Special Meeting of Shareholders of Grande West Transportation Group Inc. to be held on December 4, 2020 99.44* Press Release dated November 12, 2020 99.45* Press Release dated November 16, 2020 99.46* Press Release dated November 18, 2020 99.47* Press Release dated November 19, 2020 99.48* Press Release dated November 20, 2020 99.49* Form 51-102F3 dated November 23, 2020 99.50* Unaudited Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020 and 2019 99.51* Management’s Discussion and Analysis for the three and nine months ended September 30, 2020 99.52* Form 52-109FV2 dated November 23, 2020 (CFO) 99.53* Form 52-109FV2 dated November 23, 2020 (CEO) 99.54* Press Release dated November 23, 2020 99.55* Press Release dated November 24, 2020 99.56* Form 45-106F1 dated November 26, 2020

99.57* Press Release dated December 1, 2020 99.58* Press Release dated December 3, 2020 99.59* Press Release dated December 4, 2020 99.60* Press Release dated December 9, 2020 99.61* Press Release dated December 15, 2020 99.62* Press Release dated December 16, 2020 99.63* Press Release dated December 24, 2020 99.64* Press Release dated December 29, 2020 99.65* Press Release dated January 4, 2021 99.66* Notice to Canadian Securities Regulatory Authorities of the Annual General and Special Meeting of Shareholders of Grande West Transportation Group Inc. to be held on March 24, 2021, dated January 22, 2021 99.67* Press Release dated February 1, 2021 99.68* Press Release dated February 22, 2021 99.69* Press Release dated February 22, 2021 99.70* Press Release dated February 25, 2021 99.71* Voting Instruction Form for Extraordinary Meeting of Shareholders of Grande West Transportation Group Inc. to be held on March 24, 2021 99.72* Notice of Extraordinary Meeting of Shareholders of Grande West Transportation Group Inc. to be held on March 24, 2021, dated February 17, 2021 99.73* Management Information Circular for Extraordinary Meeting of Shareholders of Grande West Transportation Group Inc. to be held on March 24, 2021, dated February 17, 2021 99.74* From of Proxy for Extraordinary Meeting of Shareholders of Grande West Transportation Group Inc. to be held on March 24, 2021 99.75* Press Release dated February 12, 2021

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 99.76* Press Release dated March 1, 2021 99.77* Press Release dated March 5, 2021 99.78* Press Release dated March 8, 2021 99.79* Form 51-102F3 dated March 8, 2021 99.80* Press Release dated March 10, 2021 99.81* Press Release dated March 17, 2021 99.82* Press Release dated March 25, 2021 99.83* Press Release dated March 25, 2021 99.84* Press Release dated March 26, 2021 99.85* Press Release dated March 29, 2021 99.86* Certificate of Change of Name dated March 29, 2021 99.87* Form 13-502F1 dated March 31, 2021 99.88* Audited Annual Consolidated Financial Statements for the years ended December 31, 2020 and December 31, 2019 99.89* Form 13-501F1 dated March 31, 2021 99.90* Management’s Discussion and Analysis for the year ended December 31, 2020 99.91* Form 52-109F1-AIF dated March 31, 2021 (CFO) 99.92* Form 52-109F1-AIF dated March 31, 2021 (CEO) 99.93* Annual Information Form for the year ended December 31, 2020 99.94* Press Release dated March 31, 2021 99.95* Qualification Certificate dated April 5, 2021 99.96* Appendix C to National Instrument 41-101 dated April 5, 2021 (Christopher Strong) 99.97* Appendix C to National Instrument 41-101 dated April 5, 2021 (Andrew Imanse) 99.98* Press Release dated April 7, 2021 99.99* Preliminary Short Form Base Shelf Prospectus dated April 5, 2021 99.100* Receipt from British Columbia Securities Commission for Preliminary Short Form Base Shelf Prospectus, dated April 7, 2021 99.101* Press Release dated March 1, 2021 99.102* Press Release dated April 6, 2021 99.103* Press Release dated April 19, 2021

99.104* Loan Agreement, dated October 23, 2017, between Royal Bank of Canada, as Lender and Grande West Transportation International Ltd., as Borrower, and the Guarantors party thereto 99.105* Final Short Form Base Shelf Prospectus dated April 19, 2021 99.106* Receipt from British Columbia Securities Commission for Final Short Form Base Shelf Prospectus dated April 20, 2021 99.107* Corrected Receipt from British Columbia Securities Commission for Final Short Form Base Shelf Prospectus dated April 20, 2021 99.108* Undertaking regarding Short Form Base Shelf Prospectus, dated April 21, 2021 99.109* Press Release dated April 27, 2021 99.110* Press Release dated May 10, 2021 99.111* Press Release dated May 12, 2021 99.112* Consent of PricewaterhouseCoopers LLP 99.113* Form 52-109FV2 dated May 17, 2021 (CFO) 99.114* Form 52-109FV2 dated May 17, 2021 (CEO) 99.115* Management’s Discussion and Analysis for the three months ended March 31, 2021 99.116* Unaudited Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2021 and 2020 99.117 Press Release dated June 1, 2021 99.118 Press Release dated June 2, 2021 99.119 Press Release dated June 7, 2021 99.120 Press Release dated June 16, 2021 99.121 Press Release dated June 21, 2021 99.122 Press Release dated June 22, 2021 99.123 Press Release dated June 23, 2021 99.124 Press Release dated April 29, 2021 99.125 Press Release dated May 17, 2021

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 99.126 Press Release dated June 14, 2021 99.127 Press Release dated June 28, 2021 99.128 Press Release dated June 30, 2021

* Previously filed.

Vicinity Motor Corp. to Present at LD Micro Invitational XI

CEO William Trainer to Present Thursday, June 10th, 2021

VANCOUVER, BC – June 1, 2021 - Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motors” or the “Company”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel buses, today announced that management will present at the LD Micro Invitational XI investor conference taking place virtually June 8-10, 2021.

William Trainer, Founder and Chief Executive Officer, is scheduled to host a virtual presentation to investors during the event as follows:

2021 LD Micro Invitational XI Date: Thursday, June 10, 2021 Time: 1:30 p.m. EDT – Track 2 Webcast: www.ldmicrojune2021.mysequire.com

A live audio webcast and archive of the event presentation will be available using the webcast link above. For more information on the LD Micro Invitational XI, or to register for the event, please visit www.ldmicrojune2021.mysequire.com.

About Vicinity Motors Corp.

Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) is a leading Canadian supplier of electric, CNG, gas and clean-diesel buses for both public and commercial enterprise use. The Company’s flagship line of Vicinity™ buses, which maintain a dominant market share in Canada, are produced by world-class manufacturing partners or at the Company’s Buy America Act compliant assembly facility in Washington state. Vicinity’s innovative Vicinity Lightning™ EV bus, enabled through a strategic supply agreement with BMW, seeks to lead the global transition to a more sustainable public transit system. For more information, please visit https://vicinitymotorcorp.com.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the use of proceeds from the Private Placement, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”,

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from Grande West’s expectations include uncertainties relating to the receipt of final approval from the TSX-V; and other risk and uncertainties disclosed in Grande West’s reports and documents filed with applicable securities regulatory authorities from time to time. Grande West’s forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Grande West assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

Vicinity Motor Corp. Announces Entry into Medium-Duty Electric Truck Market

Company Introduces New Line of Electric Vehicles to Address Significant Urban Delivery Market

VANCOUVER, BC – June 2, 2021 – Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor”, “VMC” or the “Company”) (Formerly Grande West Transportation Group), a leading supplier of electric, CNG, gas and clean diesel vehicles, today announced its entrance into the Medium Duty Truck Market with the development of a fully electric Class 3 vehicle with 12,000 lb GVWR rating

The new VMC medium duty electric truck will utilize proven EV technology with a smaller environmental footprint. The sizes and design of the medium duty truck line will provide maximum versatility to support multiple applications, utilizing high quality, commercially available technology and industry standardized charging solutions to enable rapid adoption.

Designed with the popular cab over design, the first electric truck will be offered in a class 3 rating, adding the class 5 truck model in 2022. The EV truck is expected to appeal to customers in urban delivery applications with daily usage under 150 miles. Vehicles will be sold through a robust network of existing dealerships throughout North America. Full production and commercial deliveries of the VMC trucks is scheduled to begin in the fourth quarter of 2021.

“The premiere of the VMC electric truck is an incredible milestone for not only Vicinity, but for the industry as it transitions towards true zero-emissions,” said William Trainer, Founder and CEO of Vicinity Motor Corp. “The VMC truck will be an environmentally friendly alternative for diesel vehicles more commonly used in this segment. We designed our electric truck to be a cost-effective, user-friendly vehicle with the ability to charge using standardized solutions, requiring no major infrastructure upgrades on the part of our customers. We’ve leveraged our world class technology to engineer this one-of-a-kind vehicle with our customer in mind – and the result is another industry first.

“Our sales team has already started the process of introducing the product to dealer networks. We expect our production capacity of this new medium-duty line to be over 5,000 units per year in a market that sees over 400,000 trucks sold annually. We have locked in production levels for orders of up to 200 units in 2021 alone. We are gaining significant momentum with our line of Vicinity Lightning™ buses, and the introduction of a truck with our unique customer-focused design will provide an exciting supplemental growth opportunity in new end-markets. I look forward to announcing further details on our upcoming VMC truck line in the near-future,” concluded Trainer.

About Vicinity Motor Corp.

Vicinity Motor Corp. (TSXV: VMC) (OTCQX: BUSXF) (FRA: 6LG) is a leading supplier of electric, CNG, gas and clean-diesel vehicles for both public and commercial enterprise use in the U.S and Canada. The Company’s flagship line of Vicinity™ buses, which maintain a dominant market share in Canada, are produced by the Company’s world-class manufacturing partners or at the Company’s Buy America Act compliant assembly facility in Washington state. The Company’s innovative Vicinity Lightning™ EV bus, enabled through a tier-1 strategic supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit https://vicinitymotorcorp.com.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Important factors that could cause actual results to differ materially from Vicinity’s expectations include uncertainties relating to the receipt of final approval from the TSX-V; and other risk and uncertainties disclosed in Vicinity’s reports and documents filed with applicable securities regulatory authorities from time to time. Vicinity’s forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Vicinity assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

Vicinity Motor Affirms State of Washington Support for Transit Electrification with State Grant

Company Receives $300,000 in Washington State Department of Commerce Economic Development Strategic Reserve Fund (SRF) Grant

VANCOUVER, BC - June 7, 2021 - Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor” or the “Company”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel vehicles, today announced the Washington State Department of Commerce has awarded the Regional Economic Partnership (REP) at the Port of Bellingham (Port) with a $300,000 economic development strategic reserve fund (SRF) grant to assist Vicinity in building its new Vicinity Lightning™ EV bus assembly facility in Whatcom County, Washington.

The economic development grant from the Washington State Department of Commerce is part of a larger group of state grants focused on high impact investments in the areas of innovation, sustainability and resilience.

“We are honored to receive this grant in support of our mission to enable the transition to low-emission and zero-emission options at public transit agencies in the State of Washington and across North America,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “This grant will help support the build out of production capacity for our EV assembly line at our planned Buy- America compliant assembly line in Washington state.

“Along with our recent contract win giving transit agencies in Washington the right to purchase from our robust portfolio of buses, we are building a strong and mutually beneficial relationship with local and state agencies in support of the deployment of next-generation public transit systems. Our partnership with the community continues to expand as we expect to invest over $20 million in land, construction, capital expenditures and the creation of living-wage EV jobs at our assembly plant,” concluded Trainer.

“Electric-powered transit will be a critical driver of modernization in the transportation sector, and I’m very pleased to see VMC choose Whatcom County as the place to grow its business and create new jobs,” said Whatcom County Executive Satpal Sidhu.

“As the world moves towards electrification of all sorts of vehicles and products in order to meet sustainability and climate goals, VMC is producing a highly sought after and much needed product,” said Don Goldberg, Director of the REP at the Port.

About Vicinity Motor Corp.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Vicinity Motor Corp. Announces Partnership with Danfoss Editron to Power Next-Generation Medium Duty Vicinity Lightning™ EV Buses

Danfoss Editron Drivetrain Maximizes Efficiency and Optimizes Performance for Commercial Vehicles

VANCOUVER, BC - June 16, 2021 - Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor”or the “Company ”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel vehicles, today announced it has partnered with Danfoss Editron, a business division of Danfoss, to utilize its drivetrain systems in the medium duty fully electric Vicinity Lightning™ EV Bus.

Danfoss Editron specializes in hybrid and electric drivetrain systems for the marine, off-highway and on-highway markets. A business division of Danfoss, it develops and manufactures high-performance power systems for heavy-duty vehicles, machines, and marine vessels based on its unique synchronous reluctance assisted permanent magnet and inverter propulsion system technology.

The systems feature a Buy America Compliant 220kW motor with an Eaton multi-speed transmission. They are also fitted with a digital AVIONICS controller and inverter to enable the intelligent management of all the vehicle’s operations. Weighing only 85kg, Danfoss Editron’s drivetrain systems are significantly lighter in weight than other electric drivetrains on the market, which can weigh as much as 500kg. Manufactured in Danfoss Editron’s Colorado plant, these Buy America Compliant motors are a key part of the Vicinity Lightning™ product that will be assembled in the new VMC Washington State manufacturing facility.

William Trainer, Founder and CEO of Vicinity Motor Corp said, “The EDITRON drivetrain and the expert team at Danfoss Editron are an ideal partner for us as we continue to expand the breadth of our EV product suite. We have issued a purchase order for 300 of the company’s drivetrain systems to guaranty supply for our customers through 2022. We look forward to continue working with the team at Danfoss Editron to build a globally competitive, cost effective vehicle for our customers.”

Cliff Stokes Jr., Senior Sales Manager at Danfoss Editron, added, “Our commercial bus drivetrain has over 10 million miles on the road and is in use by commercial vehicle OEMs in North America, South America, Europe, China and India. It has been specifically developed to deliver high levels of torque efficiently at a wide range of rotational speeds, helping to maximize vehicle efficiency. We’re thrilled to add Vicinity Motor Corp and its promising electric bus program as another key customer in North America.”

About Danfoss Editron Danfoss Editron specializes in hybrid and electric powertrain systems for the marine, off-highway and on-highway markets. A business division of Danfoss, it develops and manufactures high-performance power systems for heavy-duty vehicles, machines and marine vessels, based on its unique synchronous reluctance assisted permanent magnet technology. Danfoss Editron powertrains deliver market-leading efficiency and are suitable for hybrid and electric applications within the power range of 30kW to 1000kW.

Danfoss EDITRON is the complete electric drivetrain system developed by the company. It is controlled by powerful software that optimizes each individual component of the electric or hybrid drivetrain, leading to far more intelligent management of power distribution in order to deliver maximum efficiencies for the end user.

With operations in Finland, Denmark, China, the United States of America and most recently Edinburgh, UK, Danfoss Editron has assembled an award-winning team to work on the technologies that will enable the world of tomorrow to do more with less. https://www.danfoss.com/editron

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Buy America Act compliant assembly facility in Washington state. The Company’s innovative Vicinity Lightning™ EV bus, enabled through a tier-1 strategic supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit https://vicinitymotorcorp.com.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements This press release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the use of proceeds from the Private Placement, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Vicinity Motor Corp. Receives Order for Three Vicinity™ Classic Buses to Québec Transit Operator Le Groupe Transbus

Company Maintains Clear Market Leadership for Conventional and EV Transit Buses in North America

VANCOUVER, BC - June 21, 2021 - Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor” or the “Company”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel vehicles, today announced the receipt of a new purchase order from Québec Private Transit Operator Le Groupe Transbus for three (3) Vicinity™ Classic buses.

Per the terms of the supply agreement, Le Groupe Transbus has ordered three of the Company’s 30-foot Clean-Diesel Vicinity™ Classic buses. The Vicinity buses are in service with Canadian public transit agency EXO, serving the city of Varennes, a suburb of Montreal. Transbus currently owns and operates nine Vicinity™ Classic buses, with this order bringing the total to 12 in its fleet.

“Our Vicinity™ Classic buses continue to prove their market leadership and flagship status with Canadian transit authorities as we attract recurring orders from our large base of satisfied, long-term customers,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “We look forward to growing alongside our North American transit partners as they deploy an increasingly large fleet of our buses and eventually transition to an EV-oriented fleet. Vicinity’s recent contract award with Calgary Transit is the first significant competitive tender in Canada for mid-size electric buses. The Vicinity Lightning™ product is already showing to be an early leader in the EV transit market space and is ready for this transition.”

About Vicinity Motor Corp. Vicinity Motor Corp. (TSXV: VMC) (OTCQX: BUSXF) (FRA: 6LG) is a leading supplier of electric, CNG, gas and clean-diesel vehicles for both public and commercial enterprise use in the U.S and Canada. The Company’s flagship line of Vicinity™ buses, which maintain a dominant market share in Canada, are produced by the Company’s world-class manufacturing partners or at the Company’s Buy America Act compliant assembly facility in Washington state. The Company’s innovative Vicinity Lightning™ EV bus, enabled through a strategic supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit https://vicinitymotorcorp.com.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Vicinity Motor Corp. Announces Product Specifications and Initiates Sales for Fully Electric Medium-Duty VMC 1200 Truck

Initial Electric Truck Deliveries to Begin in Q1 2022

VANCOUVER, BC – June 22, 2021 – Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor”, “VMC” or the “Company”) (Formerly Grande West Transportation Group), a leading supplier of electric, CNG, gas and clean diesel vehicles, today released specifications for the new VMC 1200, a fully electric Class 3 medium-duty commercial truck.

Powered by a cutting edge 150 kWh Li-Ion battery and an electrical powertrain that provides up to 150 kWh of power and 800 Ft Lbs. of torque, the VMC 1200 has a 6,000-pound load capacity and an expected range up to 150 miles on a single charge. The medium duty electric truck leverages Vicinity’s proven EV experience in a popular cab-over design at an attractive price, making it well suited for urban environments and construction or delivery applications.

Standard features include driver conveniences including a high-back comfort seat, keyless entry, air conditioning, power windows and door locks, 3-person seating and the ability to use the battery for on-site power, eliminating the need to transport large, noisy generators. The vehicle is capable of fully charging from a level 3 EV fast charger in 2.5 hours and from a standard level 2 charger in as little as 5 hours. For a complete list of specifications, please visit the Company’s website at https://vicinitymotorcorp.com/images/ VMC1200SpecificationsFlyer.pdf.

Pictured Above: The all-new Vicinity 1200 Fully Electric Class 3 Truck

“With our final design specifications in place, the VMC 1200 can now be ordered by our robust network of existing dealerships throughout North America,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “Production of the vehicles is underway and commercial deliveries are scheduled to commence in the first quarter of 2022. Our sales team is already introducing the demonstration VMC 1200 model to our dealer network and are very pleased to see very strong interest in it.”

“Due to expected heavy order flow for the VMC 1200, we have planned production levels of up to 1,000 units in 2022. We look forward to building a strong source of supplemental growth through this zero-emission line of medium duty trucks to complement our full line of Vicinity Lightning™ and Classic buses.”

See Proactive Investors interview with VMC Founder and CEO, William Trainer here.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit www.vicinitymotorcorp.com for product details.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Vicinity Motor Corp. Receives $7.5 Million in Proceeds from Accelerated Warrant Exercises

Capital Structure Cleanup Complete; Zero Warrants Remain Outstanding

VANCOUVER, BC – June 23, 2021 – Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor”, “VMC” or the “Company”) (Formerly Grande West Transportation Group), a leading supplier of electric, CNG, gas and clean diesel vehicles, today announced the receipt of $7.5 million through the exercise of 1,924,726 warrants since the beginning of the first quarter of 2021.

The majority of the warrants exercised were since the date that Vicinity initiated the acceleration provision of its outstanding warrants issued in connection with its October 2020 private placement. As of the date of this press release, zero warrants remain outstanding in Vicinity.

“We are pleased to have received $7.5 million in proceeds from these warrant exercises, further fortifying our balance sheet,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “This stands as a testament to the value our shareholders see in our future prospects, and we would like to thank them for their ongoing support. We look forward to continued operational execution in the months ahead as we march towards a near-term targeted Nasdaq uplisting.”

About Vicinity Motor Corp.

Vicinity Motor Corp. (TSXV: VMC) (OTCQX: BUSXF) (FRA: 6LG) is a leading supplier of electric, CNG, gas and clean-diesel buses for both public and commercial enterprise use in the U.S and Canada. The Company’s flagship line of Vicinity™ buses, which maintain a dominant market share in Canada, are produced by the Company’s world-class manufacturing partners or at the Company’s Buy America Act compliant assembly facility in Washington state. The Company’s innovative Vicinity Lightning™ EV bus, enabled through a strategic supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit www.vicinitymotorcorp.com for product details.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Vicinity Motor Corp. Announces $1.6 Million Contract for 4 Vicinity™ Buses to County of Simcoe, Canada

VANCOUVER, BC – April 29, 2021 – Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor”, “VMC” or the “Company”) (Formerly Grande West Transportation Group), a leading supplier of electric, CNG, gas and clean diesel buses, today announced the receipt of a new purchase order from the County of Simcoe in Ontario, Canada for 4 Vicinity™ buses for a total value of over $1.6 million.

Per the terms of the supply agreement, the County of Simcoe will order three (3) of the Company’s 30-foot Vicinity™ buses as well as one (1) larger 35-foot Vicinity bus for delivery in the first half of 2022.

“We are pleased to have secured this $1.6 +million agreement with the County of Simcoe, continuing our strong legacy as a leading bus supplier within the robust Canadian market,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “Our core business and strong reputation provide a springboard as we help enable the transition to low-emission and zero-emission options at public transit agencies across North America. We look forward to continued traction in our home market in the quarters ahead, supporting us as we expand into the lucrative U.S. market alongside our tier-1 distribution partners.”

About Vicinity Motor Corp. Vicinity Motor Corp. (TSXV: VMC) (OTCQX: BUSXF) (FRA: 6LG) is a leading supplier of electric, CNG, gas and clean-diesel buses for both public and commercial enterprise use in the U.S and Canada. The Company’s flagship line of Vicinity™ buses, which maintain a dominant market share in Canada, are produced by the Company’s world-class manufacturing partners or at the Company’s Buy America Act compliant assembly facility in Washington state. The Company’s innovative Vicinity Lightning™ EV bus, enabled through a tier-1 strategic supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit www.grandewest.com or www.vicinitybus.com for product details.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Vicinity Motor Corp. Reports First Quarter 2021 Financial Results

VANCOUVER, BC, May 17, 2021 – Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor” or the “Company”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel buses, today reported its financial and operational results for the first quarter of 2021.

First Quarter 2021 and Subsequent Operational Highlights

● Revenue grew 588% to $27.3 million in the first quarter of 2021, as compared to $4.0 million in the same year-ago quarter.

Delivered 67 buses for the three months ended March 31, 2021, as compared to 6 buses for the three months ended ○ March 31, 2020.

● Received orders for another ten Vicinity Lightning™ EV buses with expected delivery in 2021.

Entered into a strategic U.S. distribution agreement with ABC Companies, a leading provider of motorcoach and transit ● equipment in North America, to distribute the manufacturer’s Vicinity™ heavy-duty vehicles throughout United States.

The State of Washington and New Mexico selected Vicinity buses in a statewide purchasing contract that gives State transit ● agencies the right to purchase directly from the Company’s diverse bus portfolio.

Appointed respected industry veteran, prominent Canadian transit leader and former CEO of BC Transit, Manuel Achadinha, as ● Chief Operating Officer.

Announced strategic partnership to explore deploying Exro Technologies’ enhanced powertrain system into Vicinity’s next- ● generation electric bus fleet, providing high-performance and extended range.

Presented at leading investor events including the Q1 Virtual Investor Summit, B. Riley Securities Sustainable Energy & ● Technology Conference, The Microcap Rodeo Winter Wonderland Conference, SNN Network Canada Event and the SNN Planet MicroCap Showcase.

Management Commentary

“The first quarter of 2021 was a blockbuster quarter by any measure, having delivered 20% more buses in the first three months of 2021 than we did in all of 2020 combined,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “We continue to see incredible traction in the marketplace, having most notably signed ABC Companies as a distributor of our products in the large U.S. market. The sales from that partnership, paired with the ongoing execution of our core business, positions us well for a strong 2021 – a true testament to the unrivaled value we bring to our customers.

“We are leveraging our strong momentum to accelerate the launch of next-generation electric vehicle (EV) products, including our breakthrough Vicinity Lightning™ EV, as well as other exciting, to-be-announced EV opportunities we are pursuing in the background. The land-grab for EV market share is underway and we are well positioned to gain traction through our longstanding partnerships with North American transit agencies.

“I expect to see robust year-over-year growth throughout the remainder of 2021, empowering our drive to create a more sustainable public transportation system. I look forward to providing our shareholders with further updates in the near-term as we launch new products, announce new transit agency customers and successfully execute upon our business plan,” concluded Trainer.

First Quarter 2021 Financial Results

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Revenue grew 588% to $27.3 million in the first quarter of 2021, as compared to $4.0 million in the same year-ago quarter. The increased revenue was primarily driven by the delivery of 67 buses in the quarter, as compared to 6 buses in the first quarter of 2020.

Gross profit increased to $4.3 million, or 15.9% of revenue, in the first quarter of 2021, as compared to a gross profit of $0.1 million or 2.3% of revenue, in the same year-ago quarter. The margins in the first quarter of 2021 were positively affected by sales mix, and 2021 deliveries generally have higher expected margins than those realized in 2020.

Net income for the first quarter of 2021 increased to $2.0 million, or $0.07 per share, as compared to a net loss of $1.7 million, or ($0.07) per share, in the same year-ago quarter.

Adjusted EBITDA for the first quarter of 2021 increased to $2.6 million, as compared to adjusted EBITDA loss of $1.3 million in the same year-ago quarter.

Working capital as of March 31, 2021 totaled $20.8 million, as compared to $16.7 million as of December 31, 2020. Working capital increased due to strong demand for the Company’s buses, with ongoing liquidity provided primarily by robust first quarter revenues, supplemented by the proceeds from anticipated near-term warrant exercises.

First Quarter 2021 Results Conference Call

Management will host an investor conference call at 4:30 p.m. Eastern time today, May 17, 2021 to discuss Vicinity’s first quarter 2021 financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate, please use the following information:

Q1 2021 Conference Call and Webcast Date: Monday, May 17, 2021 Time: 4:30 p.m. Eastern time U.S./Canada Dial-in: 1-877-300-8521 International Dial-in: 1-412-317-6026 Conference ID: 10156413 Webcast: http://public.viavid.com/index.php?id=144923

Please dial in at least 10 minutes before the start of the call to ensure timely participation.

A playback of the call will be available through Thursday, June 17, 2021. To listen, call 1-844-512-2921 within the United States and Canada or 1-412-317-6671 when calling internationally. Please use the replay pin number 10156413. A webcast will also be available by clicking here: Vicinity Q1 2021 Webcast.

About Vicinity Motor Corp.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Supplemental Warrant Exercise Information

Vicinity also announces that it is accelerating the expiry of certain private placement common share purchase warrants (the “Warrants”) bearing expiry dates of November 16, 2022, and November 19, 2022, in order to provide capital to support the buildout of the Washington State Assembly Facility. The outstanding Warrants will expire on June 18, 2021, and any Warrants not surrendered for exercise on or before 4:30 PM PST on June 18, 2021 will expire unexercised and become null and void. Please contact Vicinity with any questions about the warrant exercise and upcoming expiry.

Non-GAAP Financial Measures

The non-GAAP financial measures presented do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be directly comparable to similar measures presented by other issuers. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-GAAP measures should be read in conjunction with our consolidated financial statements.

Non-GAAP financial measure - Adjusted EBITDA

Management believes that Adjusted EBITDA is an important measure in evaluating the historical operating performance of the Company. However, Adjusted EBITDA is not a recognized earnings measure under IFRS and does not have a standardized meaning prescribed by IFRS. Accordingly, Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Readers of this MD&A are cautioned that Adjusted EBITDA should not be construed as an alternative to net earnings or loss determined in accordance with IFRS as indicators of the Company’s performance, or cash flows from operating activities determined in accordance with IFRS as a measure of liquidity and cash flow. The Company defines and has computed adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization, foreign exchange gains or losses, non-operating income and expenses, and share based compensation.

The following table reconciles net earnings or losses to Adjusted EBITDA based on the consolidated financial statements of the Company for the periods indicated.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3 months ended 3 months ended March 31, 2021 March 31, 2020 (Canadian dollars in thousands - unaudited) $ $ Net comprehensive income (loss) 2,037 (1,730) Add back Stock based compensation 158 81 Interest 160 186 Foreign exchange loss (gain) 20 (60) Amortization 248 245 Adjusted EBITDA 2,623 (1,278)

Non-GAAP financial measure – working capital

Working capital is a non-GAAP measure calculated as current assets less current liabilities. Working capital does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies.

Non-GAAP financial measure – gross margin

Gross margin is a non-GAAP measure calculated as the difference between revenue and cost of sales. Gross margin expressed as a percentage is calculated as the difference between revenue and cost of sales, divided by revenue.

Vicinity Motor Corp. (Formerly Grande West Transportation Group Inc.)

Interim Condensed Consolidated Statements of Financial Position (Unaudited, in thousands of Canadian Dollars)

December 31, Note March 31, 2021 2020 $ $ Current Assets Cash and cash equivalents 1,717 1,283 Restricted cash 358 358 Trade and other receivables 8,479 4,149 Inventory 3 26,001 32,614 Prepaids and deposits 3,600 2,426

40,155 40,830 Long-term Assets Intangible assets 3,666 2,174 Property and equipment 3,905 4,032

47,726 47,036

Current Liabilities Accounts payable and accrued liabilities 10,354 12,908 Credit facility 4 5,552 5,759 Current portion of deferred revenue 5 1,905 1,899 Current portion of provision for warranty cost 6 1,290 763 Current debt facilities 7 — 2,532 Current portion of other long-term liabilities 278 275

19,379 24,136

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Long-term Liabilities Other long-term liabilities 207 278 Provision for warranty cost 6 720 256

20,306 24,670

Shareholders’ Equity (Deficiency) Share capital 8 48,024 46,468 Contributed surplus 8 4,664 3,164 Accumulated other comprehensive loss (58) (19) Deficit (25,210) (27,247)

27,420 22,366

47,726 47,036

Interim Condensed Consolidated Statements of Income (Loss) (Unaudited, in thousands of Canadian dollars, except for per share amounts)

For the three For the three Note months ended months ended March 31, 2021 March 31, 2020 $ $

Revenue Bus sales 11 25,934 2,714 Other 11 1,362 1,254 27,296 3,968

Cost of sales 3 (22,967) (3,876)

Gross margin 4,329 92

Expenses Sales and administration 1,784 1,457 Stock-based compensation 158 81 Amortization 170 158 Interest and finance costs 4,7 160 186 Foreign exchange gain 20 (60)

2,292 1,822

Net income (loss) 2,037 (1,730)

Earnings (loss) per share Basic 0.07 (0.07) Diluted 0.06 (0.07)

Weighted average number of common shares outstanding Basic(1) 28,650,754 23,996,887 Diluted(1) 33,026,068 23,996,887

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) Basic and diluted earnings (loss) per share have been retrospectively adjusted to give effect to the 3 to 1 share consolidation effective March 29, 2021.

Interim Condensed Consolidated Statements of Cash Flows (Unaudited, in thousands of Canadian dollars)

Three months Three months ended ended Note March 31, 2021 March 31, 2020 $ $ OPERATING ACTIVITIES Net income (loss) for the year 2,037 (1,730) Items not involving cash: Amortization 248 245 Foreign exchange loss (gain) 17 (109) Interest and finance costs 160 186 Stock-based compensation 8 158 81 2,620 (1,327) Changes in non-cash items: Trade and other receivables (4,375) 5,575 Inventory 3 6,611 1,901 Prepaids and deposits 510 (1,060) Accounts payable and accrued liabilities (2,553) (1,022) Warranty provision 6 1,004 (343) Cash from operating activities before interest paid 3,817 3,724 Interest paid (119) (128) Cash from operating activities 3,698 3,596

INVESTING ACTIVITIES Intangible assets (1,572) — Purchase of property and equipment (47) (140) Cash (used in) investing activities (1,619) (140)

FINANCING ACTIVITIES Proceeds from issuance of common shares 8 1,214 — (Repayments) proceeds of credit facility 4 (209) (2,481) Proceeds from current debt facilities 7 — 1,219 Repayment of current debt facilities 7 (2,562) (31) Repayment of convertible debt 7 — (12) Repayment of long-term loans (72) (61) Cash (used in) financing activities (1,629) (1,366) Effect of foreign exchange rate on cash (16) 113 Increase in cash and cash equivalents 434 2,203 Cash and cash equivalents, beginning 1,283 757 Cash and cash equivalents, ending 1,717 2,960

Vicinity Motor Corp. Receives $6.0 Million Initial Order for Vicinity Lightning™ EV Buses from Calgary Transit

VANCOUVER, BC – June 14, 2021 - Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor” or the “Company”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel vehicles, today announced that it has received an initial order from Calgary Transit, the City of Calgary’s transit authority, for 14 Vicinity Lightning™ EV buses valued at over $6.0 million.

Calgary Transit connects people, communities and businesses across Calgary through cost-effective, sustainable public transit. In 2020, Calgary Transit provided 51.1 million passenger trips with a fleet of 1,048 high-capacity, heavy, medium and light duty buses. Emissions Reduction Alberta (ERA) committed $7 million to the City of Calgary’s overall battery electric bus pilot project.

The order of 14 new Vicinity Lightning™ EV buses are for delivery in 2022 to Calgary Transit, with the option to purchase supplemental vehicles at a set price over a 5-year period.

“Calgary Transit is one of Canada’s leading transit authorities, with a strong commitment to reducing vehicle emissions and environmental impact,” said William Trainer, Founder and CEO of Vicinity Motor Corp. “This first order marks the beginning of a valuable partnership with Calgary Transit as they diversify their fleet and mitigate exposure to energy and carbon costs.

“As cities around the world seek to meet climate goals, the demand for sustainable, zero emission transit options like our breakthrough Vicinity Lightning™ EV will continue to grow. We look forward to introducing our electric vehicles to the people of Calgary in the short- term and continuing to build value for our shareholders with the continued momentum in our next-generation Vicinity Lightning™ EV line.”

About Vicinity Motor Corp. Vicinity Motor Corp. (TSXV: VMC) (OTCQX: BUSXF) (FRA: 6LG) is a leading supplier of electric, CNG, gas and clean-diesel vehicles for both public and commercial enterprise use in the U.S and Canada. The Company’s flagship line of Vicinity™ buses, which maintain a dominant market share in Canada, are produced by the Company’s world-class manufacturing partners or at the Company’s Buy America Act compliant assembly facility in Washington state. The Company’s innovative Vicinity Lightning™ EV bus, enabled through a tier-1 strategic supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit https://vicinitymotorcorp.com.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This press release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the use of proceeds from the Private Placement, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Vicinity Motor Electric Vehicle Customers to Receive up to $100,000 in Incentives per Vehicle from British Columbia Government

$40,000 to $100,000 Rebates Offered to Customers through the CleanBC Go Electric Specialty Use Vehicle Incentive Program; Intended to Spur Adoption of EVs in British Columbia, Canada

VANCOUVER, BC - June 28, 2021 - Vicinity Motor Corp. (TSXV:VMC) (OTCQX:BUSXF) (FRA:6LG) (“Vicinity Motor” or the “Company”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel buses, today announced its Vicinity Lightning™ EV bus, as well as its recently announced line of EV trucks, have received eligibility for customer rebates of up to 33% of the purchase price through the Canadian Province of British Columbia’s CleanBC Go Electric Program.

The CleanBC Go Electric Specialty Use Vehicle Incentive Program is one of a suite of programs offered under the Province of BC’s CleanBC Go Electric Program. The program is funded through the Ministry of Energy, Mines and Low Carbon Innovation and is administered by the Fraser Basin Council Society. The program provides a maximum rebate of $100,000 or 33% of the purchase price per vehicle, whichever is lower. The program website link is https://pluginbc.ca/suvi/.

“This significant rebate opportunity for customers, such as this rebate in B.C., will propel the already strong momentum for our breakthrough Vicinity Lightning™ EV bus offering and recently announced VMC 1200 Class 3 EV truck,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “The continued support from the forward-thinking local, provincial and national governments of Canada for electrification is significant. The new rebates from the CleanBC Go Electric Program are intended to encourage and accelerate the adoption of zero-emission vehicles (ZEVs) in British Columbia for both their environmental and economic benefits – and our Lightning™ EV and VMC 1200 Class 3 truck perfectly aligns with these goals by providing the versatility to support countless transit and industrial applications.

“These savings can be significant for our prospective customers, ranging from over $40,000 for a medium duty Class 3 vehicle, to the maximum $100,000 for our extended range 168 kWh Vicinity Lightning™ EV. We believe the rebates will further position our EVs at a price point very suitable for mass deployment, increasing sales and building shareholder value,” concluded Trainer.

To view the new introductory sales video for the VMC 1200, please visit here.

About Vicinity Motor Corp.

Vicinity Motor Corp. (TSXV: VMC) (OTCQX: BUSXF) (FRA: 6LG) is a leading supplier of electric, CNG, gas and clean-diesel vehicles for both public and commercial enterprise use in the U.S and Canada. The Company’s flagship line of Vicinity™ buses, which maintain a dominant market share in Canada, are produced by the Company’s world-class manufacturing partners or at the Company’s Buy America Act compliant assembly facility in Washington state. The Company’s innovative Vicinity Lightning™ EV bus, enabled through a strategic supply agreement with BMW batteries and components, seeks to lead the global transition to more sustainable transit vehicles in the private and public markets. For more information, please visit https://vicinitymotorcorp.com.

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Vicinity Motor Corp. Announces Uplisting to the Nasdaq Capital Market Under New Trading Symbol ‘VEV’

VANCOUVER, BC - June 30, 2021 - Vicinity Motor Corp. (TSXV:VMC)(OTCQX:BUSXF)(FRA:6LG) (“Vicinity Motor,” “VMC” or the “Company”) (formerly Grande West Transportation Group Inc.), a leading supplier of electric, CNG, gas and clean diesel vehicles, today announced that the Nasdaq Stock Market LLC has approved the listing of the Company’s common shares on the Nasdaq Capital Market (“Nasdaq”).

The Company expects to begin trading on the Nasdaq on Wednesday, July 7, 2021 under the symbol “VEV”. The Company’s common shares will continue to trade on the OTCQX until market close on July 6, 2021. The trading symbols for on the TSX Venture and Frankfurt exchanges will remain unchanged.

“The listing of our shares on the Nasdaq represents a significant milestone for Vicinity Motor as we leverage our strong momentum to accelerate sales of our next-generation electric vehicle (EV) products,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “We believe a Nasdaq listing will help elevate the Company’s public profile, expand our shareholder base, improve liquidity and enhance shareholder value.”

“We continue to see traction in the marketplace, delivering 20% more vehicles in the first quarter of 2021 than we did in all of 2020 combined. We believe that our growth in the future will be driven by our breakthrough Vicinity Lightning™ EV bus, as well as our new VMC 1200 Class 3 EV truck. Both of which have seen strong support from government agencies, private operators, dealers and transit authorities for the electrification of their fleets. We expect additional EV innovations we have been developing to further solidify our position as a leader in this market. VMC is well positioned for continued growth and we have the human and financial resources in place necessary to support that growth. We look forward to sharing our story with a wider network of Nasdaq investors.”

Company Contact: John LaGourgue VP Corporate Development 604-288-8043 [email protected]

Investor Relations Contact: Lucas Zimmerman or Mark Schwalenberg, CFA MZ Group - MZ North America 949-259-4987 [email protected] www.mzgroup.us

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This press release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding anticipated benefits of listing on the Nasdaq, are forward-looking statements. Forward- looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward looking statements in this news release include, but are not limited to listing of the Company’s common shares on the Nasdaq.

Important factors that could cause actual results to differ materially from Vicinity’s expectations include uncertainties relating to the listing of the Company’s common shares on the Nasdaq; and other risk and uncertainties disclosed in Vicinity’s reports and documents filed with applicable securities regulatory authorities from time to time. Vicinity’s forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Vicinity assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.