GreenPower Motor Company Inc. - Material Change Report

GreenPower Motor Company Inc. has reported a material change concerning a Preferred Share Offering concluded on March 31, 2026. The company exchanged loans owed to related parties for 1,200 series B convertible preferred shares. These shares have a stated value of US$1,000 each, with a total purchase price of US$1,140,000 and a total stated value of US$1,200,000. The Series B Convertible Preferred Shares accrue a 9% annual dividend and are convertible into common shares at US$1.975 per share, subject to adjustments. This transaction is expected to increase the company's shareholder's equity. The offering involved related parties, including entities associated with CEO Fraser Atkinson, and is exempt from formal valuation and minority approval requirements under MI 61-101. The company's board approved the issuance, with Mr. Atkinson abstaining from the vote. Independent directors determined the transaction was necessary due to financial difficulties and deemed the terms reasonable.