6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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 2022

Commission File Number 001-40412

VICINITY MOTOR CORP.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name)

3168, 262nd Street

Aldergrove, British Columbia, Canada V4W 2Z6

Telephone: (604) 607-4000

(Address and telephone number of registrant’s 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 ☐ 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): ____

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, 99.3 and 99.4 of this Form 6-K are incorporated by reference as additional exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-258876).

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1	Unaudited Condensed Consolidated Interim Financial Statements of the Registrant for the three months ended March 31, 2022
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three months ended March 31, 2022
99.3	Vicinity Motor Corp. - Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4	Vicinity Motor Corp. - Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)
99.5	Press Release of Vicinity Motor Corp., dated May 16, 2022, titled “Vicinity Motor Corp. Reports First Quarter 2022 Financial Results”

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.

	Vicinity Motor Corp.
Date: May 16, 2022	By:	/s/ Danial Buckle
		Name:	Danial Buckle
		Title:	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

 

VICINITY MOTOR CORP.

Unaudited Interim Condensed Consolidated Financial Statements
For the three months ended March 31, 2022 and 2021

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

	Note		March 31, 2022			December 31, 2021
			$			$
Current Assets
Cash and cash equivalents				11,016			4,402
Trade and other receivables				5,360			2,810
Inventory		4		16,422			9,416
Prepaids and deposits				4,664			4,178
				37,462			20,806
Long-term Assets
Intangible assets		5		21,520			22,353
Property, plant, and equipment				14,286			10,834
				73,268			53,993
Current Liabilities
Accounts payable and accrued liabilities				9,643			2,915
Credit facility		6		1,763			—
Deferred revenue				3,196			3,193
Current portion of provision for warranty cost		7		1,652			1,414
Current debt facilities		8		7,540			7,143
Deferred consideration				4,718			4,602
Current portion of other long-term liabilities				287			134
				28,799			19,401
Long-term Liabilities
Other long-term liabilities				947			92
Provision for warranty cost		7		87			255
				29,833			19,748
Shareholders’ Equity
Share capital		9		69,974			58,055
Contributed surplus		9		6,461			6,035
Accumulated other comprehensive (loss) income				(419	)		(151	)
Deficit				(32,581	)		(29,694	)
				43,435			34,245
				73,268			53,993

NATURE OF OPERATIONS (Note 1)

COMMITMENTS (Note 13)

Approved on behalf of the Board:

/s/”William R. Trainer “	/s/”Christopher Strong”
Director	Director

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of (Loss) Income

(Unaudited, In thousands of US dollars, except for per share amounts)

	Note		For the three months ended,   March 31, 2022			For the three months ended, March 31, 2021
			$			$
						(Restated,   Note 3 and 15)
Revenue
Bus sales		12		1,702			20,460
Other		12		1,481			1,076
				3,183			21,536
Cost of sales		4		(2,973	)		(18,125	)
Gross margin				210			3,411
Expenses
Sales and administration				2,381			1,410
Stock-based compensation				297			125
Amortization				620			134
Interest and finance costs		6,8		587			126
Foreign exchange loss (gain)				(788	)		15
				3,097			1,810
Net (loss) income				(2,887	)		1,601
Loss per share
Basic(1)				(0.08	)		0.06
Diluted(1)				(0.08	)		0.05
Weighted average number of common shares outstanding
Basic(1)				35,354,694			28,650,754
Diluted(1)				35,354,694			33,026,068

⁽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.

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Comprehensive (Loss) Income

(Unaudited, In thousands of US dollars)

	For the three months ended March 31, 2022			For the three months ended March 31, 2021
	$			$
				(Restated, Note 3 and 15)
Net (loss) income		(2,887	)		1,601
Other comprehensive loss
Items that may be reclassified subsequently to net loss
Exchange differences on translation of foreign operations		(268	)		210
Total other comprehensive (loss) income		(268	)		210
Total comprehensive (loss) income		(3,155	)		1,811

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Changes in Equity

(Unaudited, In thousands of US dollars, except for per number of shares)

	Note			Number of Shares		Share Capital			Contributed Surplus			Accumulated Other Comprehensive Income			Deficit			Total Shareholders’ Equity
						$			$			$			$			$
Balance, January 1, 2021 (restated)		3, 15			28,650,754		37,175			2,618			145			(22,371	)		17,567
Issuance of shares – warrants exercised		9.2	(c)		421,685		665			(89	)		—			—			576
Issuance of shares – options exercised		9.2	(d)		234,996		568			(182	)		—			—			386
Issuance of options					—		—			1,340			—			—			1,340
Stock-based compensation		9.4-9.5			—		—			125			—			—			125
Other comprehensive income					—		—			—			210			—			210
Net income					—		—			—			—			1,601			1,601
Balance, March 31, 2021		3, 15			29,307,435		38,408			3,812			355			(20,770	)		21,805
Balance, January 1, 2022					34,946,379		58,055			6,035			(151	)		(29,694	)		34,245
Issuance of shares – private placement		9.2	(a)		4,747,000		12,988			—			—			—			12,988
Issuance of shares – options exercised		9.2	(b)		66,661		98			(23	)		—			—			75
Share issuance costs		9.2	(a)		—		(1,015	)		—			—			—			(1,015	)
Share issuance costs – agent warrants		9.2	(a)		—		(152	)		152									—
Stock-based compensation		9.4-9.5			—		—			297			—			—			297
Other comprehensive loss					—		—			—			(268	)		—			(268	)
Net loss					—		—			—			—			(2,887	)		(2,887	)
Balance, March 31, 2022					39,760,040		69,974			6,461			(419	)		(32,581	)		43,435

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp. 

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, In thousands of US dollars)

			Three months ended			Three months ended
	Note		March 31, 2022			March 31, 2021
						(Restated, Note 3)
OPERATING ACTIVITIES			$			$
Net (loss) income for the year				(2,887	)		1,601
Items not involving cash:
Amortization				703			196
Foreign exchange loss (gain)				102			(6	)
Interest and finance costs		6,8		587			126
Stock-based compensation		9		297			125
				(1,198	)		2,042
Changes in non-cash items:
Trade and other receivables				(3,215	)		(3,489	)
Inventory		4		(6,747	)		5,203
Prepaids and deposits				(439	)		409
Accounts payable and accrued liabilities				6,526			(1,998	)
Deferred consideration				116			—
Deferred revenue				(43	)		—
Warranty provision		7		62			791
Interest paid				(179	)		(94	)
Cash provided (used) in operating activities				(5,117	)		2,864
INVESTING ACTIVITIES
Purchase of intangible assets		5		(292	)		(1,250	)
Proceeds from government subsidy				817			—
Purchase of property and equipment				(2,520	)		(37	)
Cash used in investing activities				(1,995	)		(1,287	)
FINANCING ACTIVITIES
Proceeds from issuance of common shares		9		13,063			960
Share issuance costs		9		(1,015	)		—
(Repayments) proceeds of credit facility		6		1,734			(142	)
Repayment of short-term loans		8		—			(2,038	)
Repayment of long-term loans				(61	)		(56	)
Cash provided by financing activities				13,721			(1,276	)
Effect of foreign exchange rate on cash				5			56
Increase in cash and cash equivalents				6,614			357
Cash and cash equivalents, beginning				4,402			1,008
Cash and cash equivalents, ending				11,016			1,365

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

1. NATURE OF OPERATIONS

Vicinity Motor Corp. (“Vicinity”, “VMC” or the “Company”) is a Canadian company that is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and relationships with manufacturing partners to supply its flagship electric, CNG and clean-diesel Vicinity buses, the VMC 1200 electric truck and a VMC Optimal-EV shuttle bus. VMC (formerly Grande West Transportation Group) was incorporated on December 4, 2012 under the laws of British Columbia. The Company conducts its active operations in Canada through its wholly owned operating subsidiary, Vicinity Motor (Bus) Corp. which was incorporated on September 2, 2008 under the laws of British Columbia. The Company also conducts its active operations in the U.S. through a wholly owned subsidiary, Vicinity Motor (Bus) USA Corp., incorporated on April 8, 2014 under the laws of the State of Delaware. The Company’s head office is located at 3168 262^nd Street, Aldergrove, British Columbia.

2. BASIS OF PRESENTATION

The following companies had been consolidated with Vicinity Motor Corp. as at March 31, 2022:

Company Name	Registered	Holding	Functional Currency
Vicinity Motor Corp.	British Columbia	Parent Company	United States Dollar (Canadian Dollar up to October 5, 2021)
Vicinity Motor (Bus) Corp.	British Columbia	100%	Canadian Dollar
Vicinity Motor (Bus) USA Corp.	United States	100%	United States Dollar

i) Intercompany balances and transactions, and any unrealized gains arising from intercompany transactions, were eliminated in preparing the consolidated financial statements.

a)       Statement of compliance

These unaudited interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, have been omitted or condensed. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021.

The consolidated financial statements were authorized for issue by the Board of Directors on May 16, 2022.

b)       Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value.

c)       Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. For significant estimates and judgements refer to Note 8 as well as the audited consolidated financial statements for the year ended December 31, 2021.

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Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

3. CHANGE OF PRESENTATION CURRENCY

Effective October 6, 2021, the functional currency of the Company’s parent, Vicinity Motor Corp. has changed from Canadian dollars to United States dollars as financing for operations are now raised in US dollars.

The Company changed its presentation currency from Canadian dollars to United States dollars. The change in the financial statement presentation currency is considered an accounting policy change and has been accounted for retrospectively. The balance sheets for each period presented have been translated from the related subsidiary’s functional currency to the new US dollar presentation currency at the rate of exchange prevailing at the respective balance sheet date except for equity items, which have been translated at accumulated historical rates from the related subsidiary’s date of incorporation. The statements of income and comprehensive income were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising in 2019 on translation from the related subsidiary’s functional currency to the United States dollar presentation currency have been recognized in other comprehensive income and accumulated as a separate component of equity.

In prior reporting periods, the translation of the Company’s subsidiaries that had a United States dollar functional currency into the Company’s presentation currency of the Canadian dollar gave rise to a translation adjustment which was recorded as an adjustment to accumulated other comprehensive income (“AOCI”), a separate component of shareholder’s equity. With the retrospective application of the change in presentation currency from the Canadian dollar to the US dollar, the AOCI related to the translation of US dollar functional currency subsidiaries was eliminated. However, with the retrospective application of the change in presentation currency to the US dollar, the Company’s Canadian operating company, which has a Canadian dollar functional currency, resulted in an AOCI balance.

a)       Adjustment to previously reported financial information due to change in presentation currency

For comparative purposes, the consolidated statement of loss and comprehensive loss for the three months ended March 31, 2021 includes adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars for the three months ended March 31, 2021 were the monthly average rates for the period.

4. INVENTORY

	March 31, 2022		December 31, 2021
	$		$
Finished goods		13,591		6,472
Work in progress - buses		42		41
Parts for resale		2,789		2,903
Total Inventory		16,422		9,416

As at March 31, 2022 and December 31, 2021, work in progress – buses consists of the cost of buses still being manufactured. Finished goods inventory consisted of the costs of assembled buses, as well as freight and other costs incurred directly by the Company in compiling inventory. All inventory is part of the general security agreement to secure the credit facility described in Note 6.

During the three months ended March 31, 2022, the Company recognized $2,190 as the cost of inventory included as an expense in cost of sales (March 31, 2021: $16,275).

5. Intangible Assets

During the three months ended March 31, 2022, the Company received $817 as a grant from Sustainable Development Technology Canada for the development of the Company’s electric vehicles. The amount was recorded as a reduction in intangible assets. The Company is still expecting to receive C$1,549 dollars in further grants as milestones are achieved.

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Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

6. CREDIT FACILITY

As at March 31, 2022, the Company had drawn $1,767 on this facility, comprised of $2,207 in Canadian funds. The Company also recorded $4 in deferred financing fees against the carrying value of the debt for a net balance at March 31, 2022 of $1,763.

Per the terms of the credit facility, the Company must maintain a consolidated 12-month rolling fixed charge coverage ratio if the Company borrows over 75% of the available facility. As at March 31, 2022, the Company has not borrowed over 75% of its availability.

7. PROVISION FOR WARRANTY COST

The Company provides bumper to bumper warranty coverage for the first two years on specified components, with the exception of normal wear and tear.

During the three months ended March 31, 2022, the Company recorded warranty expense of $42 (March 31, 2021 - $946) as part of its cost of sales in connection with sales completed during the three months. During the three months ended March 31, 2022, $244 of warranty costs (March 31, 2021 - $172) have been incurred against the provision. Change in estimate of the warranty provision relates to re-assessment of the warranty provision compared to the actual warranty claims applied.

	$
Balance at December 31, 2020		800
Additions		1,598
Warranty claims applied		(1,073	)
Change in estimate of warranty provision		344
Change in foreign exchange		—
Balance at December 31, 2021		1,669
Additions		42
Warranty claims applied		(244	)
Change in estimate of warranty provision		264
Change in foreign exchange		8
Balance at March 31, 2022		1,739
Less: Current portion		1,652
Long-term portion of warranty provision		87

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Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

8. CURRENT DEBT FACILITIES

		March 31, 2022		December 31, 2021
		$		$
Unsecured debentures - 2021	(a)		7,540		7,143
			7,540		7,143

a) On October 5, 2021, the Company issued C$10,300 in unsecured debentures with a maturity 12 months from the date of issue. The debentures were issued at a discount of 1.5% and include 8% annual interest paid at maturity; the Company incurred borrowing costs of $1,229. During the three months ended March 31, 2022, the Company incurred $449 in interest expense (March 31, 2021 - $nil) on this loan, of which $320 is included in accounts payable and accrued liabilities at March 31, 2022.

In connection with the issuance, the Company also issued 412,000 warrants to purchase common shares at an exercise price of C$7.50 per share. The value of these warrants was incorporated in the transaction costs of $1,229 referenced above. The warrants expire 12 months from the date of issue.

9. SHARE CAPITAL

On March 24, 2021, the Company performed a 3 for 1 share consolidation of the Company’s common shares, stock options, warrants and DSUs. The quantities and per unit prices presented in this note are shown on post consolidation basis.

9.1           Authorized: Unlimited number of common shares without par value

9.2           Issued and Outstanding Common Shares:

The details for the common share issuances during the three months ended March 31, 2022 are as follows:

a. During the three months ended March 31, 2022, 4,444,445 units, each unit consisting of one common share and one warrant, were issued on settlement of a private placement at a price of $2.70 for gross proceeds of $12,000. The value allocated to the warrants based on the residual value method was $nil. The Company also incurred share issuance costs of $1,167 in relation to this private placement.

During the three months ended March 31, 2022, the Company also issued 302,555 shares at prices ranging from $2.96 to $3.65 for gross proceeds of $988.

b. During the three months ended March 31, 2022, 66,661 stock options were exercised by employees of the Company at an average exercise price of $1.13 for gross proceeds of $75.

The details for the common share issuances during the three months ended March 31, 2021 were as follows:

c. During the three months ended March 31, 2021, 421,685 warrants were exercised at an average exercise price of $1.37 per share for gross proceeds on $576.

d. During the three months ended March 31, 2021, 234,996 stock options were exercised by employees of the Company at an average price of $1.64 per share for gross proceeds of $386.

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Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

9. SHARE CAPITAL (Continued)

9.3          Share Purchase Warrants

A summary of the Company’s share purchase warrants are as follows:

	Number of Warrants			Weighted Average Exercise Price
				C$
Outstanding, December 31, 2020		1,934,100			3.89
Issued		2,407,304			6.64
Forfeited		(9,379	)		4.50
Exercised		(1,924,721	)		3.89
Outstanding, December 31, 2021		2,407,304			6.64
Issued		4,577,778			4.18
Outstanding, March 31, 2022		6,985,082			5.03

During the three months ended March 31, 2022, the Company issued 4,444,445 and 133,333 warrants, respectively, as part of a private placement agreement with exercise prices of $2.97 and $3.36, respectively. The warrants expire 3 years and 2 years, respectively, from the date of closing of the placement.

9.4          Directors, Consultants, and Employee stock options

The Company has adopted a share option plan for which options to acquire up to a total of 10% of the issued share capital, at the award date, may be granted to eligible optionees from time to time. Generally, share options granted have a maximum term of five years, and a vesting period and exercise price determined by the directors.

A summary of the Company’s directors, consultants, and employee stock options are as follows:

	Number of Options			Weighted Average Exercise Price
				C$
Outstanding, December 31, 2020		1,173,320			2.70
Issued		684,999			6.71
Exercised		(256,662	)		2.06
Outstanding, December 31, 2021		1,601,657			4.52
Issued		40,000			2.98
Forfeited		(8,333	)		—
Exercised		(66,661	)		1.40
Outstanding, March 31, 2022		1,566,663			4.64

During the three months ended March 31, 2022, the Company granted 40,000 stock options to executives and directors to purchase common shares of the Company with an exercise price of C$2.98 per common share and expiring in five years. These stock options vest over three years.

During the three months ended March 31, 2021, the Company granted 374,999 stock options to consulting firms to purchase common shares of the Company with exercise prices ranging from C$6.51 to C$9.36 per common share expiring in one to five years.

During the three months ended March 31, 2021, the Company granted 100,000 stock options to executives and directors to purchase common shares of the Company with an exercise price of C$7.20 per common share and expiring in five years. These stock options vest over three years.

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Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

9. SHARE CAPITAL (Continued)

During the three months ended March 31, 2022, the Company recognized $76 (March 31, 2021 - $125) on the grant and vesting of options to directors, consultants and employees. The grant date fair value per option was calculated using the Black-Scholes model with the following weighted average assumptions:

	March 31, 2022			December 31, 2021
Fair value at grant date (C$)	$	1.58		$	4.20
Risk-free interest rate		2.36	%		0.42	%
Expected life of options		5 years			4 years
Annual dividend rate		0	%		0	%
Annualized volatility		96	%		90	%
Forfeiture rate		14	%		3	%

The following tables summarize information about the Company’s stock options outstanding at March 31, 2022:

	Options Outstanding		Options Exercisable		Exercise Price		Remaining Contractual Life (Years)		Expiry Date
					C$
April 4, 2018		83,333		83,333		5.25		1.01	April 4, 2023
April 26, 2018		83,333		83,333		4.35		1.07	April 26, 2023
May 29, 2018		83,333		83,333		4.35		1.16	May 29, 2023
January 17, 2019		166,666		166,666		2.40		1.80	January 17, 2024
April 26, 2019		5,558		—		1.68		2.07	April 26, 2024
November 15, 2019		233,333		155,555		1.50		2.63	November 15, 2024
November 28, 2019		16,666		16,666		1.56		2.67	November 28, 2024
May 4, 2020		24,999		24,999		1.20		3.09	May 4, 2025
May 26, 2020		11,113		—		1.20		3.15	May 26, 2025
September 18, 2020		66,666		66,666		1.43		0.47	September 18, 2022
November 23, 2020		66,664		66,664		6.15		3.65	November 23, 2025
January 12, 2021		333,333		333,333		6.51		3.79	January 11, 2026
February 1, 2021		41,666		27,776		9.36		3.84	January 31, 2026
March 8, 2021		100,000		33,334		7.20		3.94	March 7, 2026
April 27, 2021		60,000		10,000		7.24		4.07	April 26, 2026
September 24, 2021		150,000		150,000		5.86		0.48	September 23, 2022
March 31, 2022		40,000		—		5.86		5.00	March 30, 2027
Total		1,566,663		1,301,658

9.5          Deferred Share Units

Pursuant to the Company’s Deferred Share Unit (“DSU”) Incentive Plan approved by the board of directors of the Company on July 8, 2018, deferred stock units to acquire common shares of the Company may be granted to specified board members of the Company in accordance with the terms and conditions of the plan.

Each DSU entitles the participant to receive one common share upon vesting. DSUs vest into common shares on the board members’ separation date from the board of directors. DSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such DSUs vest, nor do they entitle a holder to exercise voting rights or any other rights attached to ownership or control of the common shares, until the DSU vests and the DSU participant receives common shares.

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Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

9. SHARE CAPITAL (Continued)

A summary of the Company’s DSUs are as follows:

	Number of DSUs
Outstanding, December 31, 2020		95,141
Issued		75,650
Outstanding, December 31, 2021		170,791
Issued		59,375
Outstanding, March 31, 2022		230,166

During the three months ended March 31, 2022, the Company issued 59,375 DSUs (March 31, 2021 – nil) to board members of the Company that vest upon the board members separation date from the Board of Directors.

During the three months ended March 31, 2022, the Company recorded $142 (March 31, 2021 - $nil) as stock-based compensation for the fair value of the DSUs issued.

10. RELATED PARTY BALANCES AND TRANSACTIONS

Key management includes personnel having the authority and responsibility for planning, directing and controlling the activities of the Company and includes the directors and executive officers.

Compensation to key management:

	Three months ended		Three months ended
	March 31, 2022		March 31, 2021
	$		$
Salaries and benefits		347		290
Directors’ fees		—		25
Stock-based compensation		285		33
		632		348

During the three months ended March 31, 2022 the Company paid $46 in lease payments to a company owned by a director. $47 was recognized as depreciation and interest expense on the right of use asset and lease liability respectively.

During the three months ended March 31, 2021 the Company paid $42 in lease payments to a company owned by a director. $41 was recognized as depreciation and interest expense on the right of use asset and lease liability respectively.

Balances with key management and other related parties are:

As at March 31, 2022, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $nil (March 31, 2021 - $40).

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

Page │ 13

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

11. FINANCIAL INSTRUMENTS

Fair values

The Company’s financial instruments include cash and cash equivalents, restricted cash, trade and other receivables, accounts payable, credit facility, short-term loans, deferred consideration, lease obligations. The carrying amounts of these financial instruments are a reasonable estimate of their fair values based on their current nature and current market rates for similar financial instruments. Lease obligations are classified as level 2 within the hierarchy. Deferred consideration is the only instrument measured at fair value through profit and loss in accordance with IFRS 9 – Financial Instruments.

The following table summarizes the carrying values of the Company’s financial instruments:

	March 31, 2022		December 31, 2021
	$		$
Assets:
Measured at amortized cost (i)		16,375		7,212
Liabilities:
Amortized cost (ii)		20,180		10,284
Fair value through P&L (iii)		4,718		4,602

(i)       Cash, restricted cash and trade and other receivables

(ii)       Accounts payable and accrued liabilities, current loans, and lease obligations.

(iii)       Deferred consideration (only financial instrument carried at fair value)

The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy. The measurement is classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices), and

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

The carrying value amount of the Company’s financial instruments that are measured at amortized cost approximates fair value due to their short-term nature and market conditions and amount involved. The Company valued deferred consideration (iii) as a level 3 instrument. The Company used a probability weighted discount model to determine the fair value of the deferred consideration. Key assumptions included a discount rate of 10% and a time frame of 12 months after which the Company expects the consideration milestone to have been achieved.

12. REVENUE

The Company’s revenue is summarized as follows:

	Three months ended		Three months ended
	March 31, 2022		March 31, 2021
	$		$
Bus Sales		1,702		20,460
Other revenue:
Spare part sales		1,438		638
Operating lease revenue		43		438
Total Revenue		3,183		21,536

Page │ 14

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

13. COMMITMENTS AND CONTINGENCIES

The Company entered into a production agreement with one of its manufacturers whereby the parties have agreed to a specified production volume. The Company also has outstanding purchase order commitments related to the construction of its new manufacturing facility. Future minimum payments to the manufacturer as at March 31, 2022 are as follows:

	$
Not later than one year		20,205
Later than one year and no later than five years		—
		20,205

14. SEGMENT INFORMATION

Allocation of revenue to geographic areas is as follows:

	Three months ended March 31, 2022		Three months ended March 31, 2021
	$		$
Canada
Bus sales		1,702		3,457
Spare part sales		1,280		577
Operating lease revenue		—		—
United States
Bus sales		—		17,003
Spare part sales		158		61
Operating lease revenue		43		438
Total		3,183		21,536

During the three months ended March 31, 2022, the Company had sales of $1,581 and $435 to two end customers representing 50% and 14% of total sales, respectively. During the three months ended March 31, 2021, the Company had sales of $17,494 to one customer representing 81%of total sales.

Page │ 15

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and March 31, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

15. EFFECT OF THE CHANGE IN PRESENTATION CURRENCY

The effects of the change in presentation currency discussed in Note 3 above were as follows.

a)       Effect on the consolidated statement of loss and comprehensive loss for the three months ended March 31, 2021.

	For the three months ended March 31, 2021
	USD			CAD
	$			$
Revenue
Bus sales		20,460			25,934
Other		1,076			1,362
		21,536			27,296
Cost of sales		(18,125	)		(22,967	)
Gross margin		3,411			4,329
Expenses
Sales and administration		1,410			1,784
Stock-based compensation		125			158
Amortization		134			170
Interest and finance costs		126			160
Foreign exchange loss		15			20
		1,810			2,292
Income before taxes		1,601			2,037
Current income tax expense		—			—
Net income		1,601			2,037
Loss per share
Basic		0.06			0.07
Diluted		0.05			0.06
Weighted average number of common shares outstanding
Basic		28,650,754			28,650,754
Diluted		33,026,068			33,026,068

	For the three months ended March 31, 2021
	USD		CAD
	$		$
Net income		1,610		2,037
Other comprehensive income (loss)
Items that may be reclassified subsequently to net income (loss)
Exchange differences on translation of foreign operations		210		(39	)
Total other comprehensive income (loss)		210		(39	)
Total comprehensive income (loss)		1,820		1,998

 Page │ 16

EX-99.2

EXHIBIT 99.2

VICINITY MOTOR CORP.

Management Discussion and Analysis

For the three months ended March 31, 2022

Introduction

This Management Discussion and Analysis (“MD&A”) relates to the financial condition and results of the operations of Vicinity Motor Corp. (“Vicinity”, “VMC” or the “Company”) together with its subsidiaries and is supplemental to, and should be read in conjunction with, Vicinity’s unaudited interim consolidated financial statements for the three months ended March 31, 2022, (including notes) (the “financial statements”) which are prepared in condensed format in accordance with International Financial Reporting Standards (“IFRS”) as applicable to the preparation of interim financial statements, including International Accounting Standard IAS 34, Interim Reporting. The unaudited condensed interim financial statements should also be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021, which have been prepared in accordance with IFRS. Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Vicinity’s public disclosure statements are available on SEDAR at www.sedar.com. This MD&A has been prepared as of May 16, 2022. All amounts are in thousands of US dollars, except share and per share information or where otherwise noted.

Cautionary Statement on Forward-Looking Information

This document 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 vehicle deliveries, future sales, completion of its assembly facility in the State of Washington, vehicle market acceptance and strategic partnerships, 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.

These forward-looking statements may include statements regarding the perceived merit of the product offered by Vicinity; sales estimates; manufacturing capabilities; capital expenditures; timelines; strategic plans; market prices for parts and material; or other statements that are not statements of fact. 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 Vicinity’s expectations include uncertainties relating to the economic conditions in the markets in which Vicinity operates, vehicle sales volume, anticipated future sales growth, the success of Vicinity’s operational strategies, the timing of the completion of the vehicle assembly facility in the State of Washington, the effect of the COVID-19 pandemic, related government-imposed restrictions on operations, the success of Vicinity’s strategic partnerships; 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.

1

About Vicinity

Vicinity Motor Corp. is a Canadian company that is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and close relationships with world-class manufacturing partners to supply its flagship electric, CNG and clean-diesel Vicinity buses, the VMC 1200 electric truck and a VMC Optimal-EV shuttle bus. In addition, the Company sells its proprietary electric chassis alongside J.B. Poindexter business unit EAVX, the Company’s strategic partner, for upfitting into next-generation delivery vehicles.

Vicinity shares trade on the Nasdaq exchange under the symbol VEV and the TSX Venture exchange under the symbol VMC.

First Quarter and Subsequent Highlights

● Secured order backlog exceeding $90 million, including orders for 250 VMC 1200 EV trucks from Canadian automotive dealers in British Columbia and Ontario.

● Signed multiple new distribution agreements to offer the Company’s product portfolio in the United States with:

● Hoekstra Transportation, Michigan’s largest school bus, commercial bus, cargo and custom van dealer, for the territory of Michigan, Indiana and Ohio including an initial order for eight vehicles.

● Central States Bus Sales, Inc., one of the largest school and commercial bus dealers in the U.S., including an initial commitment for 18 vehicles for the central U.S. territory.

● DATTCO, Inc. a U.S. full-service passenger transportation company, for the Northeastern U.S. territory, including an initial $2 million order for both EVs and ICE vehicles.

● Soderholm Sales & Leasing, a full-service bus dealer in Hawaii and the Pacific Islands region, including an initial commitment for four vehicles.

● Expanded agreement with ABC Companies now spanning 18 states, contracted to order 18 VMC Optimal S1 electric shuttle buses and 3 Vicinity™ Classic buses - in addition to the previously announced 10 Vicinity Lightning™ EV buses slated for delivery in 2022.

● Appointed global automotive engineering executive Dennis Gore as Vice President of Engineering, bringing 35+ years of experience from Gillig Bus, Zero Motorcycles, Honda, and Mitsubishi Motors among others.

● Fortified its balance sheet through a $12 million financing to fund the Ferndale, Washington facility, in addition to being awarded a C$2.6 million non-repayable grant from a Canadian government foundation.

● Revenue for the three months ended March 31, 2022 of $3,183 compared to $21,536 for the three months ended March 31, 2021

● Net loss for the three months ended March 31, 2022 of $2,887 compared to net income of $1,601 for the three months ended March 31, 2021

● Adjusted EBITDA loss for the three months ended March 31, 2022 of $2,088 compared to an adjusted EBITDA of $2,064 for the three months ended March 31, 2021 (see “Non-GAAP and Other Financial Measures”)

● Deliveries of six Vicinity buses, including one VMC Optimal electric vehicle, for the three months ended March 31, 2022, compared to 67 Vicinity buses for the three months ended March 31, 2021

The Company reports results for the three months ended March 31, 2022 of six Vicinity buses delivered, including one VMC Optimal electric vehicle, revenue of $3,183, net loss of $2,887 and gross margin of $210 which was 7% of revenue. Results for the first quarter of 2021 were 67 buses delivered, revenue (see “Non-GAAP and Other Financial Measures”) of $21,536, net income of $1,601 and gross margin of $3,411 which was 16% of revenue (see “Non-GAAP and Other Financial Measures”). The gross margin for the three months ended March 31, 2022 was negatively affected by product mix and the low volume of buses delivered. Consistent with the rest of the automotive industry, shipping difficulties and global supply chain disruptions in the availability of chassis for our VMC Optimal products and certain bus components have delayed a large portion of expected deliveries during the end of 2021 and into 2022.

2

Business Overview

Corporate Update

“The first quarter of 2022 was highlighted not only by continued order momentum, but by the strategic expansion of our North American distribution network with the addition of several exciting new dealers to drive penetration of our growing portfolio of all-electric vehicles,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “Our backlog grew to over $90 million, the majority of which are for electric vehicles, reflecting our rapid transition in product mix to meet the ever-changing needs of transit customers.

“We fortified our balance sheet in the first quarter, funding our nearly complete Ferndale, Washington facility. The focus of this facility is ‘Buy America’ compliant production, allowing us to further penetrate the U.S. market with an American-built offering. This raise, supplemented by our cash position and C$20 million line of credit, has positioned us to significantly ramp deliveries to our growing dealer base in the second half of 2022.

“Looking ahead, we will finalize foundation building efforts as we prepare for significant growth in the second half of the year and beyond – including the continued expansion of our dealer network, strengthening of our supply chain and ramp-up of production. I look forward to providing additional updates in the months to come as we continue our rapid pace of operational execution, helping to create long-term value for our shareholders,” concluded Trainer.

Recent Developments

In January of 2022, VMC announced an order for eight Vicinity Classic buses to First Transit to be used in Yellowknife, Canada for delivery in 2022.

In January of 2022, VMC announced a supply agreement with Proterra Inc. to provide VMC with commercial batteries through 2024 for over 600 expected Vicinity commercial electric vehicles. Proterra battery systems will power the Vicinity Lightning EV buses and chassis with the potential to support Vicinity’s next-generation heavy-duty electric transit buses as well as EV trucks.

In January of 2022, VMC announced receiving an order for 100 VMC 1200 EV trucks from the Pioneer Group with delivery to begin in 2022. The Pioneer Group has been appointed to act as VMCs exclusive dealer in the province of British Columbia, Canada.

In February of 2022, VMC announced receiving orders for 50 VMC 1200 EV trucks from Skydome Auto and Truck Centre with deliveries expected to begin in the second quarter of 2022. Skydome will be the exclusive dealer for VMC 1200 EV trucks in the city of Brampton in Ontario Canada.

In February of 2022, the Company announced receiving a grant of C$2.57 million from Sustainable Development Technology Canada (“SDTC”), a foundation created by the Canadian federal government, to be used in the development of zero-emission transit vehicles. The non-repayable grant from SDTC will help VMC introduce its all-electric, true low-floor wheelchair-accessible (fully ADA compliant), mid-sized, medium-duty bus and will be used to support the production of the Calgary Transit buses and electrification efforts.

In February of 2022, the Company announced an order for 100 VMC 1200 EV trucks from Paradigm Automotive. The Company also announced that its backlog exceeds C$100 million.

In March of 2022, VMC announced an order for five VMC Optimal E1 chassis through Olathe Fleet solutions.

3

In March of 2022, VMC announced an expansion of its strategic US distribution agreement with ABC Companies to include distribution of all VMC products to 18 states covering key population centers across the USA. In conjunction with the agreement, ABC has contracted to order 18 VMC Optimal S1 shuttle buses and 3 Vicinity Classic buses for delivery in 2022.

In March of 2022, VMC announced the signing of a US distribution agreement with DATTCO Inc., a U.S. full-service passenger transportation company, to distribute Vicinity vehicles within the Northeastern United States throughout New England. In conjunction with the agreement, DATTCO has placed an initial order valued at over $2 million for Vicinity Lightning™ EV and Classic transit buses and Optimal-EV S1 paratransit electric low-floor shuttle busses.

In March of 2022, the Company issued 4,444,445 units, consisting of one common share and one warrant per unit, at $2.70 per unit for gross proceeds of $12,000 through a registered public offering. The warrants have a six month hold, expire three years after the initial exercise date, and have an exercise price of $3.36 per common share.

In March of 2022, the Company announced the hiring of Dennis Gore as Vice President of Engineering. Dennis brings 35+ years of experience from Gillig bus, Zero Motorcycles, Honda, and Mitsubishi Motors and among others.

In April of 2022, the Company announced the signing of a distribution agreement with Hoekstra Transportation, Michigan’s largest school bus, commercial bus, cargo and custom van dealer, for the territory of Michigan, Indiana and Ohio including an initial order for eight vehicles.

In April of 2022, the Company announced the signing of a distribution agreement with Central States Bus Sales, Inc., one of the largest school and commercial bus dealers in the U.S., including an initial commitment for 18 vehicles for the central U.S. territory.

In April of 2022, the Company announced the signing of a distribution agreement with Soderholm Sales & Leasing, a full-service bus dealer in Hawaii and the Pacific Islands region, including an initial commitment for four vehicles.

During the three months ended March 31, 2022, VMC issued 302,555 common shares at prices ranging from $3.07 to $3.79 per share for net proceeds of $988 through its “at-the-market” equity distribution program approved in 2021.

COVID-19 Update

In response to the COVID-19 pandemic and global market volatility, the Company activated robust business continuity plans to minimize disruptions to business and to adapt to evolving market conditions. The Company’s top priority is the health and safety of its staff, customers, and the communities in which it operates. Vicinity has taken appropriate precautions in this regard and has continued to deliver parts and services to meet its customers’ needs. The Company is following the advice of health authorities in each jurisdiction where it operates.

Management is monitoring the situation very closely and continues to evaluate the impact the virus may have on the Company’s current delivery schedule. Some expected sales to private operators were delayed as a result of the pandemic. Sales orders from customers slowed after March of 2020 for the remainder of the year, which affected deliveries for the last half of 2021. Consistent with other manufacturing and transportation companies, VMC continues to experience delays from some suppliers and shipping companies due to COVID-19, which has affected deliveries originally scheduled for delivery in 2021 and into 2022. Sales activity, for both the pipeline and order book, has strengthened significantly during 2021 for future deliveries. The Company’s manufacturing partners overseas are operating and currently producing to meet the Company’s needs. Our U.S. manufacturing partner temporarily idled operations and travel between Canada and the U.S was severely limited further affecting our U.S. production. Although deliveries may be delayed, the purchase orders are firm and will be delivered when product is made available. Our U.S. production facility is expected to be complete during the second quarter of 2022, which will reduce the exposure to disruptions from partnerships in the U.S. going forward.

4

Our supply chain is currently able to provide us with the necessary components, although delayed in certain circumstances, for production and aftermarket part sales but there is a risk of further potential disruptions. Our aftermarket parts division will continue operating and servicing all our customers.

The Company remains well-positioned to serve its customers. As conditions evolve, Vicinity will adjust plans to align with business continuity protocols and ensure employee, customer, and community health and safety are the highest priority. Our credit line has remained active, allowing the Company access to capital, however Vicinity recognizes that the effects of the COVID-19 pandemic and government or customer reactions could ultimately be materially disruptive.

William Trainer, President and CEO of Vicinity stated, “We continue to monitor the COVID-19 situation closely and we are responding swiftly and effectively to protect the interests of our stakeholders. I am confident that our skilled and loyal workforce, the diversification and strength of our business model, and our strong partner relationships will position us well to navigate the current environment.”

Outlook

Management expects to maintain its strong market segment leadership position in Canada and continue to make progress in the U.S. with private operators and public transit agencies. The external pressures to “right size” vehicles for their applications and ridership levels along with the availability of funding in Canada and the U.S. create an ideal environment for Vicinity to prosper. Even with the challenges in 2021 from the COVID-19 pandemic and supply chain disruptions, the outlook for Vicinity, including significant growth in the U.S., remains very positive.

Delays due to COVID-19 have negatively affected sales and deliveries in 2021 and into 2022. We are maintaining our strong leadership position in our market segment in Canada, and we continue to make progress in the U.S. market. We were able to deliver our most recent forecast of over 130 buses during 2021 with the last half of 2021 being negatively affected by the reduced order activity experienced across the industry during the first nine months of the pandemic. Consistent with other manufacturing and transportation companies, VMC continues to experience delays from some suppliers and shipping companies, including delays in the availability of certain components which have negatively affected deliveries originally planned for 2021. These conditions continue into 2022 and may cause disruptions in the availability of components and expected delivery times for existing orders. Order activity for deliveries in 2022 and beyond remains strong across all Vicinity product lines, including the Vicinity Lightning™ EV, the newly announced VMC 1200 Class 3 EV trucks, and both VMC Optimal EV products. Our collaboration agreement with the JB Poindexter group, though EAVX, is also expected to create significant demand for our chassis and VMC 1200 EV product lines in the near future.

Approved funding for transit in the U.S. and Canada prior to the pandemic was high. During the pandemic, government support for transit has remained strong in both the U.S. and Canada with both countries approving emergency funding for transit through billions of dollars in safe restart programs. Funding announcements have continued through 2021 in both the U.S. and Canada showing a commitment to improving transit through investing heavily in transit and zero emission transit solutions.

In the U.S. the Federal government extended the funding for the Fixing America’s Surface Transportation Act (“FAST Act”) which included $12.3 billion for transit programs through 2021. The US government is currently working on the successor to the FAST Act which includes significant spending for transit capital purchases. The Infrastructure Investment and Jobs Act, passed in November of 2021, includes proposals for investments to modernize existing transit systems, fund replacement of diesel transit vehicles, and invest billions into the EV market. Deliveries for EV buses are anticipated to strengthen through to 2025 with the expected funding from this program.

5

In October of 2020, the Canadian federal government announced $1.5 billion in financing through the Canada Infrastructure Bank to support the adoption of zero emission buses and charging infrastructure over 24 to 36 months. In February of 2021, the Canadian government announced $14.9 billion to be invested in Canadian public transit, including $5.9 billion in dedicated project funds starting in 2021, and ongoing permanent funding of $3 billion per year beginning in 2026-2027.

The Canadian Federal budget for 2021 includes $17.6 billion in new spending that will go towards a “green recovery” and announced aggressive emissions reductions targets with a goal to be net-zero by 2050.

Although the proposed legislations and funding announcements from the Canadian and U.S. governments are encouraging for the transit industry, the Company does not yet know how or when the proposed funds will materialize and the expected impact on financial performance of the Company.

The medium and long-term recovery of the Company’s end markets from the COVID-19 pandemic are currently unknown but are expected to be dependent on government support, COVID-19 case rates, manufacturing and supply chain capabilities, travel restrictions and economic reopening activity. The Company has implemented a robust risk management process to ensure the health and safety of its employees and continued access to supply chain materials, but the ongoing nature of the pandemic may adversely impact results in the future.

Part of our strategic plan is the expansion of our product line through the recent additions of a 100% zero emission electric propulsion system to our existing Vicinity bus models and the introduction of 100% electric trucks to our product lineup to reduce the Company’s exposure to periods of inconsistent quarterly revenues from the bus industry. The Vicinity electric bus will place Vicinity in an excellent position to capture market share as the demand for zero emissions buses grows. Municipalities of all sizes across Canada and the U.S. along with private operators in multiple sectors are looking for a more robust low floor accessible bus to replace their cutaways. Our first Vicinity Lightning™ EV buses will be delivered in 2022. Our Vicinity Optimal EV products and the Vicinity 1200 EV truck are available immediately to fill high volume demands for the low floor EV cutaway and electric truck markets.

Aftermarket parts sales are expected to continue to increase as Vicinity bus fleets get older and new vehicles are placed into service.

Tariffs and Surtaxes

Management continues to closely monitor negotiations and ongoing global trade discussions which may influence the Company. We are implementing purchasing, shipping and assembly modifications to best adapt to the current trade environment and strengthen our U.S.-based operations and component sourcing.

Management currently expects an immaterial impact in 2022 for any market increases for our current deliverables. Any future component cost increases should be substantially recoverable through new RFPs or through producer price index (PPI) mechanisms in multiyear contracts.

Non-GAAP and Other Financial Measures

The non-GAAP and other 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 and other financial measures should be read in conjunction with our consolidated financial statements.

6

Non-GAAP financial measure - Adjusted EBITDA

Adjusted EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization, foreign exchange gains or losses, certain non-recurring and/or non-operating income and expenses, and share based compensation. Adjusted EBITDA should not be construed as an alternative for revenue or net loss determined in accordance with IFRS. The Company believes that adjusted EBITDA is a meaningful metric in assessing the Company’s financial performance and operational efficiency.

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

	Three months ended March 31, 2022			Three months ended March 31, 2021 (Restated)
(US dollars in thousands - unaudited)	$			$
Net Comprehensive (loss) income		(2,887	)		1,601
Add back
Stock based compensation		297			125
Interest		587			126
Foreign exchange (gain) loss		(788	)		15
Amortization		703			196
Adjusted EBITDA		(2,088	)		2,063

Figures for 2021 have been restated in USD to reflect the change in the Company’s presentation currency.

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.

	Three months ended March 31, 2022		Three months ended December 31, 2021
(US dollars in thousands - unaudited)	$		$
Current Assets		37,462		20,806
Current Liabilities		28,799		19,401
Working Capital		8,663		1,405

Supplementary financial measure – gross margin as a percentage of revenue

Gross margin as a percentage of revenue is a supplementary financial measure calculated as gross margin divided by revenue expressed as a percentage.

7

Summary of Quarterly Results

The following selected financial information is derived from unaudited quarterly financial statements of the Company. The information is stated in US dollars.

(US dollars in thousands, except earning per share -unaudited)	Q1 2022 $			Q4 2021 $			Q3 2021 $ (Restated)			Q2 2021 $ (Restated)			Q1 2021 $ (Restated)		Q4 2020 $ (Restated)			Q3 2020 $ (Restated)			Q2 2020 $ (Restated)
Revenue		3,183			2,330			2,324			15,518			21,536		3,471			6,736			6,409
Gross margin		210			(316	)		(577	)		1,716			3,412		1,711			431			368
Net (loss) income		(2,887	)		(4,782	)		(3,798	)		(344	)		1,601		(410	)		(978	)		(562	)
Basic earnings (loss) per share(1)		(0.08	)		(0.14	)		(0.13	)		(0.01	)		0.06		(0.02	)		(0.04	)		(0.02	)
Diluted earnings (loss) per share(1)		(0.08	)		(0.14	)		(0.13	)		(0.01	)		0.05		(0.02	)		(0.04	)		(0.02	)
Cash and cash equivalents		11,016			4,402			3,890			8,237			1,365		1,008			964			323
Working capital		8,664			1,405			12,846			19,682			16,522		13,111			7,536			7,932
Total assets		73,268			53,993			30,463			34,185			37,953		36,943			24,522			28,387
Non-current financial liabilities		1,035			347			586			780			737		419			1,251			1,193

⁽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.

All figures prior to Q4 2021 have been restated to USD to reflect the change in the Company’s presentation currency.

Variability of revenues, gross margin, and net income (loss) over the past 8 quarters is mainly driven by the timing and delivery of buses.

Three Months Ended March 31, 2022 Earnings Review

(US dollars in thousands, except earnings per share   -unaudited)	3 months ended March 31, 2022 $			3 months ended March 31, 2021 $ (Restated)
Revenue		3,183			21,536
Gross margin		210			3,411
Net (loss) income		(2,887	)		1,601
Basic earnings (loss) per share(2)		(0.08	)		0.06
Diluted earnings (loss) per share(2)		(0.08	)		0.05

⁽²⁾ 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.

Figures for 2021 have been restated in USD to reflect the change in the Company’s presentation currency.

8

Revenue

Revenue for the three months ended March 31, 2022 was $3,183 compared to $21,536 for the three months ended March 31, 2021, representing a 85% decrease. This represented six deliveries versus 67 deliveries in the previous period.

Gross Margin

Gross margin for bus sales and other revenue for the three months ended March 31, 2022 was $210 or 7% of revenue (see “Non-GAAP and Other Financial Measures”) as compared to the three months ended March 31, 2021, which had a gross margin of $3,411 or 16% of revenue (see “Non-GAAP and Other Financial Measures”). The gross margin for the three months ended March 31, 2022 was negatively affected by product mix and the low volume of buses delivered. Shipping difficulties and global supply chain disruptions in the availability of chassis for our VMC Optimal products and certain bus components has delayed a large portion of expected deliveries during the end of 2021 and into 2022.

Net (Loss) Income

Net loss for the three months ended March 31, 2022, was $2.9 million compared to a net income of $1.6 million for the three months ended March 31, 2021. Net income decreased for the three months ended March 31, 2022 as a result of lower gross profits from decreased deliveries compared to the prior year, higher effective interest costs related to $10 million in debt entered into in October of 2021, higher depreciation related to the purchase of the marketing rights for VMC Optimal products, higher stock based compensation, increased marketing and legal costs related to listing on the Nasdaq exchange and marketing of new products, and an increase in overall salaries and headcount to prepare for the next stages of growth for the Company. Foreign exchange gains for the three months ended March 31, 2022, were mainly the result of translation of intercompany balances between VMC entities for consolidation purposes.

Liquidity and Selected Cash Flow Items

(US dollars in thousands - unaudited)	March 31, 2022 $		December 31, 2021 $
Cash and cash equivalents		11,016		4,402
Working capital		8,664		1,405
Total assets		73,268		53,993
Non-current financial liabilities		1,035		347

Vicinity has working capital of $8,664 as of March 31, 2022 compared to working capital at December 31, 2021 of $1,405. Working capital has increased by $7,259 due to common shares issued during the first quarter offset slightly by development costs for new products and fixed asset purchases as the Company builds its new manufacturing facility in Ferndale, Washington, USA. Vicinity had a cash and cash equivalents balance of $11,016 as at March 31, 2022 compared to $4,402 as at December 31, 2021.

Cash used in operating activities during the three months ended March 31, 2022 was $5,117 compared to cash provided of $2,864 during the three months ended March 31, 2021. The decrease of $7,981 from the three months ended March 31, 2021 was mainly due to decreased sales in 2022 vs 2021 and the change in non-cash working capital items.

9

For the three months ended March 31, 2022, investing activities used cash of $1,995 compared to the three months ended March 31, 2021, where investing activities used cash of $1,287. The increase of $708 from the three months ended March 31, 2021 was from the development of new product lines, and the ongoing construction of the Company’s new manufacturing facility in Ferndale, Washington.

For the three months ended March 31, 2022, financing activities provided cash of $13,721 compared to the three months ended March 31, 2021, where financing activities used cash of $1,276. Proceeds from a private placement in 2022 and the credit facility resulted in an increase of cash provided of $14,997 compared to 2021.

Financial Instruments

Fair values

The Company’s financial instruments include cash and cash equivalents, restricted cash, trade and other receivables, accounts payable, credit facility, short-term loans, deferred consideration, lease obligations. The carrying amounts of these financial instruments are a reasonable estimate of their fair values based on their current nature and current market rates for similar financial instruments. Lease obligations are classified as a level 2 within the hierarchy.

Deferred consideration is the only instrument measured at fair value through profit and loss in accordance with IFRS 9 – Financial Instruments, which requires the classification of financial instruments within a hierarchy that prioritizes the inputs to fair value measurement, this instrument was classified as a level 3 within the hierarchy.

Capital Management

The Company’s objectives when managing capital are:

● to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

● to provide an adequate return to shareholders through expansion correspondingly to the level of risk.

The Company considers its share capital, other shareholders’ equity, short-term loans, long-term loans and convertible debt to be its capital. As a part of its loan commitments, the Company is required to obtain authorization from the lender prior to obtaining further loans. The Company’s capital is currently not subject to any other external restrictions except those described in Credit facility (Note 6 of the financial statements).

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets, reduce debt or increase its debt.

10

Commitments

The Company entered into a production agreement with one of its manufacturers whereby the parties have agreed to a specified production volume. The Company also has outstanding purchase order commitments related to the construction of its new manufacturing facility. Future minimum payments to the manufacturer as at March 31, 2022 are as follows:

	$
Not later than one year		20,205
		20,205

Off-Balance Sheet Arrangements

The Corporation has not entered into any off balance sheet arrangements.

Transactions with Related Parties

Expenses incurred to key management are:

	Three months ended		Three months ended
	March 31, 2022		March 31, 2021
Salaries and benefits	$	347	$	290
Non-executive directors’ fees		—		25
Share based payments		285		33
	$	632	$	348

During the three months ended March 31, 2022 the Company paid $46 in lease payments to a company owned by a director. $47 was recognized as depreciation and interest expense on the lease.

During the three months ended March 31, 2021 the Company paid $42 in lease payments to a company owned by a director. $41 was recognized as depreciation and interest expense on the lease.

Balances with key management and other related parties are:

As at March 31, 2022, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $nil (March 31, 2021 - $40).

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

Critical Accounting Estimates and Judgements

The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. For significant estimates and judgements refer to Note 8 as well as the consolidated financial statements for the year ended December 31, 2021.

11

Recent Accounting Pronouncements

There were no recent accounting pronouncements adopted by the Company.

Segment Information

Allocation of revenues to geographic areas is as follows:

	Three months ended March 31, 2022		Three months ended March 31, 2021 (Restated)
	$		$
Canada
Bus sales		1,702		3,457
Spare part sales		1,280		577
Operating lease revenue		—		—
United States
Bus sales		—		17,003
Spare part sales		158		61
Operating lease revenue		43		438
Total		3,183		21,536

During the three months ended March 31, 2022, the Company had sales of $1,581 and $435 to two end customers representing 50% and 14% of total sales, respectively. During the three months ended March 31, 2021, the Company had sales of $17,494 to one customer representing 81% of total sales.

Outstanding Share Data

At a Special Annual General Meeting of the shareholders held on March 24, 2021, a 3 for 1 share consolidation was approved, effective March 29, 2021. All share and per share amounts are reflective of the share consolidation. Issued and outstanding as of the date of this report is as follows:

39,760,040 common shares

6,985,082 warrants

1,566,663 stock options

230,166 deferred share units

166,000 restricted share units

12

EX-99.3

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings Full Certificate

 I, William Trainer, Chief Executive Officer of Vicinity Motor Corp. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Vicinity Motor Corp. (the “issuer”) for the interim period ended March 31, 2022
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

   5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

   5.2 ICFR – material weakness relating to design: N/A

   5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 31, 2022, and ended on March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 16, 2022

/s/ “William Trainer”

William Trainer,

CEO

EX-99.4

 EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Danial Buckle, Chief Financial Officer of Vicinity Motor Corp. certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Vicinity Motor Corp. (the “issuer”) for the interim period ended March 31, 2022
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

5.2 ICFR – material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 31, 2022, and ended on March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 16, 2022

/s/ “Danial Buckle”

Danial Buckle,

CFO

EX-99.5

EXHIBIT 99.5

Vicinity Motor Corp. Reports First Quarter 2022 Financial Results

Order Backlog for 2022 Delivery Exceeds USD$90 million; Company Fortifies North American. Distribution Network with Addition of Several New U.S. and Canadian Dealers

VANCOUVER, BC – May 16, 2022 - Vicinity Motor Corp. (NASDAQ:VEV) (TSXV:VMC) (FRA:6LGA) (“Vicinity” or the “Company”), a North American supplier of commercial electric vehicles, today reported its financial and operational results for the first quarter ended March 31, 2022.

First Quarter 2022 and Subsequent Operational Highlights

● Secured order backlog exceeding USD$90 million, including orders for 250 VMC 1200 EV trucks from Canadian automotive dealers in British Columbia and Ontario.

● Signed multiple new distribution agreements to offer the Company’s product portfolio in the United States with:

o Hoekstra Transportation, Michigan’s largest school bus, commercial bus, cargo and custom van dealer, for the territory of Michigan, Indiana and Ohio including an initial order for eight (8) vehicles.

o Central States Bus Sales, Inc., one of the largest school and commercial bus dealers in the U.S., including an initial commitment for 18 vehicles for the central U.S. territory.

o DATTCO, Inc. a U.S. full-service passenger transportation company, for the Northeastern U.S. territory, including an initial $2 million order for both EVs and ICE vehicles.

o Soderholm Sales & Leasing, a full-service bus dealer in Hawaii and the Pacific Islands region, including an initial commitment for four vehicles.

o Expanded agreement with ABC Companies now spanning 18 states, contracted to order 18 VMC Optimal S1 shuttle buses and 3 Vicinity™ Classic buses - in addition to the previously announced 10 Vicinity Lightning™ EV buses slated for delivery in 2022.

● Appointed global automotive engineering executive Dennis Gore as Vice President of Engineering, bringing 35+ years of experience from Gillig Bus, Zero Motorcycles, Honda, Mitsubishi Motors and among others.

● Fortified its balance sheet through a $12 million financing to fund the Ferndale, Washington facility, in addition to being awarded a C$2.6 million non-repayable grant from a Canadian government foundation.

● Presented at several leading automotive industry and investor conferences nationally including the Advanced Clean Transportation Expo, Planet MicroCap Showcase 2022, Winter Wonderland Best Ideas Conference, Stifel 2022 Transportation & Logistics Conference and the Canaccord Genuity Carbon & Energy Transition Conference.

Management Commentary

“The first quarter of 2022 was highlighted not only by continued order momentum, but by the strategic expansion of our North American distribution network with the addition of several exciting new dealers to drive penetration of our growing portfolio of all-electric vehicles,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “Our backlog for expected 2022 delivery grew to over USD$90 million, the majority of which are for electric vehicles, reflecting our rapid transition in product mix to meet the ever-changing needs of transit customers.

“We fortified our balance sheet in the first quarter, funding our nearly complete Ferndale, Washington facility. The focus of this facility is ‘Buy America’ compliant production, allowing us to further penetrate the U.S. market with an American-built offering. This raise, supplemented by our cash position and CAD$20 million line of credit, has positioned us to significantly ramp deliveries to our growing dealer base in the second half of 2022.

“However, in response to current supply chain challenges, we are revising our guidance for FY2022 which had been announced November 12, 2021. Revenue guidance is being revised to a range of USD$70-90 million and EBITDA guidance is being revised to a range of USD$3-5 million. Lack of availability of parts in the supply chain, shipping conditions overseas, and availability of chassis for the VMC Optimal products have caused delays to our production timelines and externally affected our ability to meet previously stated figures.

“Looking ahead, we will finalize foundation building efforts as we prepare for significant growth in the second half of the year and beyond – including the continued expansion of our dealer network, strengthening of our supply chain and ramp-up of production. I look forward to providing additional updates in the months to come as we continue our rapid pace of operational execution, helping to create long-term value for our shareholders,” concluded Trainer.

First Quarter 2022 Financial Results
All figures stated in this press release are in U.S. dollars unless stated otherwise.

Revenue decreased to $3.2 million in the first quarter of 2022, as compared to $21.5 million in the same year-ago quarter. The decrease in revenue was primarily driven by six deliveries versus 67 deliveries in the same year-ago quarter.

Gross margin in the quarter ended March 31, 2022 decreased to $0.2 million, or 7% of revenue, as compared to $3.4 million, or 16% of revenue, in 2021. Gross margins were affected by product mix and the low volume of buses delivered. Shipping difficulties and global supply chain disruptions in the availability of chassis for our VMC Optimal products and certain bus components has delayed a large portion of expected deliveries during the end of 2021 and into 2022.

Cash used in operating activities in the first quarter of 2022 totaled $5.1 million, as compared to cash provided by operating activities of $2.9 million in the first quarter of 2021.

Net loss in the quarter ended March 31, 2022 was $2.9 million, or $(0.08) per share, as compared to a net income of $1.6 million, or $0.05 per share, in the first quarter of 2021.

Adjusted EBITDA loss for the first quarter of 2022 was $2.1 million, as compared to adjusted EBITDA of $2.1 million in the same year-ago quarter.

Cash and cash equivalents as of March 31, 2022 totaled $11.0 million, as compared to $4.4 million as of December 31, 2021. During the quarter, the Company fortified its balance sheet through a $12 million financing to fully fund the Ferndale, Washington facility, in addition to being awarded a CAD$2.6 million non-repayable grant from a Canadian government foundation.

First Quarter 2022 Results Conference Call

Management will host an investor conference call at 4:30 p.m. Eastern time on Monday, May 16, 2022 to discuss Vicinity Motors’ first quarter financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate, please use the following information:

Q1 2022 Conference Call and Webcast

Date: Monday, May 16, 2022
Time: 4:30 p.m. Eastern time
U.S./Canada Dial-in: 1-844-850-0545
International Dial-in: 1-412-542-4118
Conference ID: 10166836
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1547279&tp_key=5ed9f4bc7d

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 16, 2022. 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 10166836. A webcast will also be available by clicking here: Vicinity Motors Q1 2022 Webcast.

About Vicinity Motor Corp.

Vicinity Motor Corp. (NASDAQ:VEV)(TSXV:VMC)(FRA:6LGA) is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and close relationships with world-class manufacturing partners to supply its flagship electric, CNG and clean-diesel Vicinity buses, the VMC 1200 electric truck and a VMC Optimal-EV shuttle bus. In addition, the Company sells its proprietary electric chassis alongside J.B. Poindexter business unit EAVX, the Company’s strategic partner, for upfitting into next-generation delivery vehicles. For more information, please visit www.vicinitymotorcorp.com.

Company Contact:
John LaGourgue
VP Corporate Development
604-288-8043
IR@vicinitymotor.com

U.S. Investor Relations Contact:
Lucas Zimmerman or Mark Schwalenberg, CFA
MZ Group - MZ North America
949-259-4987
VMC@mzgroup.us
www.mzgroup.us

Canadian Investor Relations Contact:
MarketSmart Communications Inc.
877-261-4466
Info@marketsmart.ca

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 securities laws. All statements, other than statements of historical fact, included herein 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.

Important factors that could cause actual results to differ materially from Vicinity’s expectations include uncertainties relating to the economic conditions in the markets in which Vicinity operates, vehicle sales volume, anticipated future sales growth, the success of Vicinity’s operational strategies, the timing of the completion of the vehicle assembly facility in the State of Washington, the effect of the COVID-19 pandemic, related government-imposed restrictions on operations, the success of Vicinity’s strategic partnerships; and other risk and uncertainties disclosed in Vicinity’s annual information form, 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.

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

Adjusted EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization, foreign exchange gains or losses, certain non-recurring and/or non-operating income and expenses, and share based compensation. Adjusted EBITDA should not be construed as an alternative for revenue or net loss determined in accordance with IFRS. The Company believes that adjusted EBITDA is a meaningful metric in assessing the Company’s financial performance and operational efficiency.

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

	Three months ended March 31, 2022			Three months ended March 31, 2021 (Restated)
(US dollars in thousands - unaudited)
Net Comprehensive (loss) income		(2,887	)		1,601
Add back
Stock based compensation		297			125
Interest		587			126
Foreign exchange (gain) loss		(788	)		15
Amortization		703			196
Adjusted EBITDA		(2,088	)		2,063

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

	Note		March 31, 2022			December 31, 2021
			$			$
Current Assets
Cash and cash equivalents				11,016			4,402
Trade and other receivables				5,360			2,810
Inventory		4		16,422			9,416
Prepaids and deposits				4,664			4,178
				37,462			20,806
Long-term Assets
Intangible assets		5		21,520			22,353
Property, plant, and equipment				14,286			10,834
				73,268			53,993
Current Liabilities
Accounts payable and accrued liabilities				9,643			2,915
Credit facility		6		1,763			—
Deferred revenue				3,196			3,193
Current portion of provision for warranty cost		7		1,652			1,414
Current debt facilities		8		7,540			7,143
Deferred consideration				4,718			4,602
Current portion of other long-term liabilities				287			134
				28,799			19,401
Long-term Liabilities
Other long-term liabilities				947			92
Provision for warranty cost		7		87			255
				29,833			19,748
Shareholders’ Equity
Share capital		9		69,974			58,055
Contributed surplus		9		6,461			6,035
Accumulated other comprehensive (loss) income				(419	)		(151	)
Deficit				(32,581	)		(29,694	)
				43,435			34,245
				73,268			53,993

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of (Loss) Income

(Unaudited, In thousands of US dollars, except for per share amounts)

	Note		For the three months ended, March 31, 2022			For the three months ended, March 31, 2021
			$			$
						(Restated,   Note 3 and 15)
Revenue
Bus sales		12		1,702			20,460
Other		12		1,481			1,076
				3,183			21,536
Cost of sales		4		(2,973	)		(18,125	)
Gross margin				210			3,411
Expenses
Sales and administration				2,381			1,410
Stock-based compensation				297			125
Amortization				620			134
Interest and finance costs		6,8		587			126
Foreign exchange loss (gain)				(788	)		15
				3,097			1,810
Net (loss) income				(2,887	)		1,601
Loss per share
Basic(1)				(0.08	)		0.06
Diluted(1)				(0.08	)		0.05
Weighted average number of common shares outstanding
Basic(1)				35,354,694			28,650,754
Diluted(1)				35,354,694			33,026,068

⁽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.

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, In thousands of US dollars)

			Three months ended			Three months ended
	Note		March 31, 2022			March 31, 2021
						(Restated, Note 3)
OPERATING ACTIVITIES			$			$
Net (loss) income for the year				(2,887	)		1,601
Items not involving cash:
Amortization				703			196
Foreign exchange loss (gain)				102			(6	)
Interest and finance costs		6,8		587			126
Stock-based compensation		9		297			125
				(1,198	)		2,042
Changes in non-cash items:
Trade and other receivables				(3,215	)		(3,489	)
Inventory		4		(6,747	)		5,203
Prepaids and deposits				(439	)		409
Accounts payable and accrued liabilities				6,526			(1,998	)
Deferred consideration				116			—
Deferred revenue				(43	)		—
Warranty provision		7		62			791
Interest paid				(179	)		(94	)
Cash provided (used) in operating activities				(5,117	)		2,864
INVESTING ACTIVITIES
Purchase of intangible assets		5		(292	)		(1,250	)
Proceeds from government subsidy				817			—
Purchase of property and equipment				(2,520	)		(37	)
Cash used in investing activities				(1,995	)		(1,287	)
FINANCING ACTIVITIES
Proceeds from issuance of common shares		9		13,063			960
Share issuance costs		9		(1,015	)		—
(Repayments) proceeds of credit facility		6		1,734			(142	)
Repayment of short-term loans		8		—			(2,038	)
Repayment of long-term loans				(61	)		(56	)
Cash provided by financing activities				13,721			(1,276	)
Effect of foreign exchange rate on cash				5			56
Increase in cash and cash equivalents				6,614			357
Cash and cash equivalents, beginning				4,402			1,008
Cash and cash equivalents, ending				11,016			1,365