The Lion Electric Company and Northern Genesis Acquisition Corp. Announce Merger

Combined Company Expected to be Listed on NYSE

The Lion Electric Company, a leading designer, manufacturer and distributor of all-electric medium and heavy-duty urban vehicles, announced it intends to combine with Northern Genesis Acquisition Corp. (NYSE: NGA), a publicly traded special purpose acquisition company focused on a commitment to sustainability and strong alignment with environmental, social and governance principles. Upon closing of the transaction, a wholly-owned subsidiary of Lion will merge with and into Northern Genesis, and Lion is expected to be listed on the New York Stock Exchange (NYSE) under the new ticker symbol “LEV”.

The transaction is expected to bolster Lion’s market leading position in all-electric medium and heavy-duty urban vehicles by supporting the planned construction of a state-of-the-art vehicle manufacturing facility in the U.S., the continued development of advanced battery systems, the planned construction of a highly automated battery system assembly factory and other general corporate purposes.

“This transaction marks an important milestone in Lion’s continued emergence as a market leader in the design, manufacturing and distribution of purpose-built, all-electric medium and heavy-duty urban vehicles” said Marc Bedard, Lion’s CEO – Founder. “The business combination with Northern Genesis provides us with capital to fund Lion’s strategic initiatives, in addition to valuable expertise from Ian Robertson, Chris Jarratt and the Northern Genesis team.”

Founded in 2008, Lion is an established industry leader in all-electric medium and heavy-duty urban vehicles, with over 300 vehicles currently on the road and an impressive operational track record of over 6 million miles driven. Lion offers seven purpose-built electric truck and bus models available for purchase today and which are being delivered from its existing 2,500 vehicle per year manufacturing facility. With Lion buses on the road today and initial truck deliveries in process, Lion expects to quickly ramp up with 650 truck and bus deliveries planned for 2021. Over its coming four year planning horizon, Lion has identified 6,000 potential vehicle sales, approximately 2/3 trucks and 1/3 buses; the marketing plan is supported by over 300 purchase orders in hand and a growing sales pipeline.

“In forming Northern Genesis, we were focused on engaging with a business whose value proposition is proven by current customers, whose tangible growth prospects will be energized by exposure to the public markets and whose experienced management team fosters a winning culture,” said Ian Robertson, co-founder of Northern Genesis. “Lion surpasses our expectations on all these dimensions and we are confident that it has potential to be a great public company in the emerging decarbonized economy.”

Marc Bedardwill continue as CEO – Founder of the combined company, overseeing the Company’s strategic growth initiatives and expansion. He is joined by Lion’s existing executive team which includes Nicolas Brunet, EVP & CFO and Yannick Poulin, COO. The combined company will have a board of directors consisting of nine directors, including Marc Bedard, CEO – Founder, Pierre Larochelle (from Power Sustainable) as Chairman, and five other existing Lion Board members, as well as Ian Robertson and Chris Jarratt, co-founders of Algonquin Power & Utilities Corp (NYSE: AQN), who will join the board effective as of closing.

Transaction Overview

The pro forma implied market capitalization of the combined company is $1.9 billion, at the $10.00 per share PIPE subscription price and assuming no public shareholders of Northern Genesis exercise their redemption rights. The company is expected to receive approximately $500 million of net cash proceeds in connection with the transaction, comprised of $200 million from a PIPE and approximately $320 million of cash held in trust by Northern Genesis assuming no public shareholders of Northern Genesis exercise their redemption rights at closing.

The combined net cash proceeds will be used to fund Lion’s growth strategy, including the planned construction of a state-of-the-art U.S. based vehicle manufacturing facility, the continued development of advanced battery systems, the planned construction of a highly automated battery factory and other general corporate purposes.

The existing shareholders of Lion will continue to hold their equity ownership in the combined company, and in some cases they will increase their equity ownership by participating, together with certain Northern Genesis officers and directors, in the PIPE. Following completion of the transaction, it is expected that Lion’s existing shareholders will hold approximately 70%¹ of the combined company’s common equity assuming no redemptions from Northern Genesis’s public stockholders.

The board of directors of Northern Genesis, and the board of directors and the shareholders of Lion, unanimously approved the transaction. Completion of the proposed transaction is subject to customary closing conditions, including the approval of the stockholders of Northern Genesis and a post-closing minimum cash balance available to fund Lion’s growth program of $200 million (net of any redemptions), and is expected to occur in the first quarter of 2021.

National Bank Financial, BMO Capital Markets and Roth Capital Partners, LLC are serving as financial advisors, and Stikeman Elliott LLP and Vinson & Elkins L.L.P. are serving as legal advisors to Lion. Barclays Capital Inc. is serving as exclusive M&A and capital markets advisor, and Husch Blackwell and Borden Ladner Gervais LLP are serving as legal advisors to Northern Genesis. Barclays Capital Inc. is serving as lead placement agent and BMO Capital Markets and Roth Capital Partners, LLC are serving as placement agents. Mayer Brown LLP is serving as legal advisor to the lead placement agent.

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