Vicinity Motor (VEVMQ) 20-F 28 Apr 23 2022 FY Annual report (foreign) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022 shares
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40412
Entity Registrant Name	VICINITY MOTOR CORP.
Entity Central Index Key	0001834975
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	3168
Entity Address, Address Line Two	262nd Street
Entity Address, City or Town	Aldergrove
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V4W 2Z6
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	VEV
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	44,742,039
ICFR Auditor Attestation Flag	false
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Vancouver, Canada
Auditor Firm ID	238
Business Contact [Member]
Entity Addresses [Line Items]
Contact Personnel Name	William Trainer
Entity Address, Address Line One	3168
Entity Address, Address Line Two	262nd Street
Entity Address, City or Town	Aldergrove
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V4W 2Z6
City Area Code	604
Local Phone Number	607-4000

Consolidated Statements of Fina

Consolidated Statements of Financial Position $ in Thousands, $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Current Assets
Cash and cash equivalents	$ 1,622	$ 4,402
Trade and other receivables	2,655	2,810
Inventory	10,068	9,416
Prepaids and deposits	3,801	4,178
Current Assets	18,146	20,806
Long-term Assets
Intangible assets	14,273	22,353
Property, plant, and equipment	22,613	10,834
Assets	55,032	53,993
Current Liabilities
Accounts payable and accrued liabilities	4,942	2,915
Deferred consideration		4,602
Credit facility	628	0
Current portion of deferred revenue	2,382	3,193
Current portion of provision for warranty cost	1,585	1,414
Current debt facilities	6,587	7,143
Current portion of other long-term liabilities	449	134
Current Liabilities	16,573	19,401
Long-term Liabilities
Other long-term liabilities	1,503	92
Provision for warranty cost	124	255
Deferred revenue
Liabilities	18,200	19,748
Shareholders’ Equity
Share capital	75,983	58,055
Contributed surplus	7,088	6,035
Accumulated other comprehensive (loss) income	1,403	(151)
Deficit	(47,642)	(29,694)
Shareholders’ Equity	36,832	34,245
Liabilities and shareholders' equity	$ 55,032	$ 53,993

Consolidated Statements of Loss

Consolidated Statements of Loss $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Revenue
Revenue	$ 18,475	$ 41,708	$ 19,554
Cost of sales	(18,035)	(37,473)	(16,977)
Gross margin	440	4,235	2,577
Expenses
Sales and administration	9,526	7,812	4,522
Stock-based compensation	1,380	1,353	738
Amortization	2,572	872	480
Interest and finance costs	2,258	716	545
Gain on modification of debt	(803)
Foreign exchange (gain) loss	3,253	341	(548)
Expenses	18,186	11,094	5,737
Loss before taxes	(17,746)	(6,859)	(3,160)
Current income tax expense	202	464	76
Net loss	$ (17,948)	$ (7,323)	$ (3,236)
Loss per share
Basic & diluted | (per share)	$ (0.45)	$ (0.24)	$ (0.13)
Weighted average number of common shares outstanding
Basic & diluted | shares	39,650,426	30,827,688	25,759,134
Vehicle Sales [Member]
Revenue
Revenue	$ 13,165	$ 38,197	$ 16,247
Other [Member]
Revenue
Revenue	$ 5,310	$ 3,511	$ 3,307

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Profit or loss [abstract]
Net loss	$ (17,948)	$ (7,323)	$ (3,236)
Items that may be reclassified subsequently to net loss
Exchange differences on translation of foreign operations	1,554	(296)	282	$ (3)
Total other comprehensive (loss) income	1,554	(296)	282
Total comprehensive loss	$ (16,394)	$ (7,619)	$ (2,954)	$ (4,405)

Consolidated Statements of Chan

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Issued capital [member]	Contributed Surplus [Member]	Accumulated other comprehensive income [member]	Retained earnings [member]	Total
Beginning balance, value at Dec. 31, 2019	$ 30,082	$ 2,017	$ (137)	$ (19,135)	$ 12,827
Balance, beginning of year (in shares) at Dec. 31, 2019	24,843,470
IfrsStatementLineItems [Line Items]
Issuance of shares – private placement	$ 6,608				6,608
Issuance of shares - private placement, Shares	2,886,373
Issuance of shares – convertible debt exercised	$ 550	(106)			444
Issuance of shares - convertible debt exercised, Shares	612,578
Issuance of shares – options exercised	$ 442	(142)			300
Issuance of shares - options exercised, Shares	175,000
Issuance of shares – RSU vested	$ 163	(163)
Issuance of shares - RSU vested, Shares	133,333
Share issuance costs	$ (670)	226			(444)
Warrants		48			48
Stock-based compensation		738			738
Other comprehensive loss			282		282
Net loss				(3,236)	(3,236)
Ending balance, value at Dec. 31, 2020	$ 37,175	2,618	145	(22,371)	17,567
Balance, ending of year (in shares) at Dec. 31, 2020	28,650,754
IfrsStatementLineItems [Line Items]
Issuance of shares – private placement	$ 17,563				17,563
Issuance of shares - private placement, Shares	4,114,242
Issuance of shares – options exercised	$ 615	(199)			416
Issuance of shares - options exercised, Shares	256,662
Share issuance costs	$ (3,567)				(3,567)
Warrants		1,071			1,071
Stock-based compensation		1,353			1,353
Other comprehensive loss			(296)		(296)
Net loss				(7,323)	(7,323)
Issuance of shares – warrants exercised	$ 6,269	(141)			6,128
Issuance of shares - warrants exercised, Shares	1,924,721
Issuance of options		1,333			1,333
Ending balance, value at Dec. 31, 2021	$ 58,055	6,035	(151)	(29,694)	34,245
Balance, ending of year (in shares) at Dec. 31, 2021	34,946,379
IfrsStatementLineItems [Line Items]
Issuance of shares – private placement	$ 18,449				18,449
Issuance of shares - private placement, Shares	9,562,999
Issuance of shares – options exercised	$ 98	(23)			75
Issuance of shares - options exercised, Shares	66,661
Issuance of shares – RSU vested	$ 900	(900)
Issuance of shares - RSU vested, Shares	166,000
Share issuance costs	$ (1,519)	152			(1,367)
Warrants		444			444
Stock-based compensation		1,380			1,380
Other comprehensive loss			1,554		1,554
Net loss				(17,948)	(17,948)
Issuance of shares – warrants exercised					6,244
Issuance of shares - warrants exercised, Shares	5,118,554
Ending balance, value at Dec. 31, 2022	$ 75,983	$ 7,088	$ 1,403	$ (47,642)	$ 36,832
Balance, ending of year (in shares) at Dec. 31, 2022	44,742,039

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
OPERATING ACTIVITIES
Net loss for the year	$ (17,948)	$ (7,323)	$ (3,236)
Items not involving cash:
Loss on disposal of property and equipment	27	542	76
Gain on modification of debt	(803)
Amortization	2,966	1,241	737
Foreign exchange loss (gain)	3,498	(2)	(1)
Interest and finance costs	2,258	716	545
Stock-based compensation	1,380	1,353	738
Changes in non-cash items:
Trade and other receivables	(233)	471	3,812
Inventory	(1,212)	14,073	(9,864)
Prepaids and deposits	31	(2,339)	(884)
Accounts payable and accrued liabilities	(1,627)	(2,727)	3,648
Deferred consideration	4,602	(4,602)
Deferred revenue	(622)	1,662	(520)
Warranty provision	69	869	(379)
Taxes paid	(760)
Interest paid	(708)	(340)	(371)
Cash provided (used) in operating activities	(9,082)	3,594	(5,699)
INVESTING ACTIVITIES
Purchase of intangible assets	(658)	(17,596)	(726)
Proceeds from government subsidy	817
Purchase of property and equipment	(11,109)	(6,537)	(372)
Proceeds on disposal of property and equipment	252	729	220
Restricted cash		284	(1)
Cash used in investing activities	(10,698)	(23,120)	(879)
FINANCING ACTIVITIES
Proceeds from issuance of common shares	18,523	24,087	6,937
Share issuance costs	(1,367)	(2,213)	(451)
(Repayments) proceeds of credit facility	659	(4,628)	(246)
Proceeds from short-term loans		7,959	1,630
Repayment of short-term loans		(2,038)	(819)
Repayment of long-term loans	(447)	(222)	(118)
Cash provided by financing activities	17,368	22,945	6,916
Effect of foreign exchange rate on cash	(368)	(25)	87
Increase (decrease) in cash and cash equivalents	(2,780)	3,394	425
Cash and cash equivalents, beginning	4,402	1,008	583
Cash and cash equivalents, ending	$ 1,622	$ 4,402	$ 1,008

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2022
Nature Of Operations
NATURE OF OPERATIONS	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, compressed natural gas (“CNG”) and clean-diesel Vicinity buses and the VMC 1200 electric truck. 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

BASIS OF PRESENTATION

BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2022
Basis Of Presentation
BASIS OF PRESENTATION	2. BASIS OF PRESENTATION The following companies are consolidated with Vicinity Motor Corp. as at December 31, 2022: Schedule of subsidiary 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 Intercompany balances and transactions, and any unrealized gains arising from intercompany transactions, were eliminated in preparing the consolidated financial statements. a) Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The consolidated financial statements were authorized for issue by the Board of Directors on April 27 , 2023. 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 as described in Note 4. 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. Estimates that have a risk of resulting in material adjustment to the carrying amounts of assets and liabilities within the next year are summarized below: i. Impairment assessment of intangible assets: The determination of the recoverable amount of intangible assets involves significant estimates and assumptions. At year end, management concluded that there were material breaches of contract by Optimal Electric Vehicles LLC (“Optimal EV”) and consequently the Company terminated the Sales and Marketing Agreement with Optimal EV. Accordingly, the Company also concluded that impairment indicators existed in relation to the Optimal EV intangible asset. The Company tested the intangible asset for impairment at December 31, 2022. The Company determined the recoverable amount of the intangible asset based on a scenario weighted discounted cash flow model. The significant assumptions applied to the determination of the recoverable amount included the probability of recovery of the $ 12,000 ii. Inventory net realizable value: The Company estimates net realizable value of inventory for its vehicles and spare parts. Net realizable value is the estimated selling price in the ordinary course of business, less any costs to complete and sell the product. An allowance for obsolete, slow-moving or defective inventory is made when necessary. iii. The determination of provision for warranty cost: The Company offers warranties on the buses and trucks it sells. The Company estimates the provision for future warranty claims based on historical warranty claim information, as well as recent trends that might suggest the past results may differ from future warranty claims. The Company does not have a long history of estimating warranty provisions. In addition, the items covered by the Company’s warranty may be subject to interpretation because the warranty items are not specific in all cases, and the warranty demands made by different customers may also vary. iv. Contingent liability estimate: In the normal course of business, the Company receives notice of potential legal proceedings or is named as defendant in legal proceedings, including those that may be related to product liability, wrongful dismissal or personal injury, many of which are covered by the Company’s insurance policies. Contingent liabilities are recognized when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Company and amounts can be estimated reliably. The Company has accrued for claims where it is probable there will be an outflow of resources. The amounts accrued are based on management’s assumptions with regards to the outcomes of legal proceedings and/or any settlements that may occur. Therefore, are subject to estimation uncertainty and as such, the final settlements could be materially different from those accrued.

CHANGE OF PRESENTATION CURRENCY

CHANGE OF PRESENTATION CURRENCY	12 Months Ended
	Dec. 31, 2022
Change Of Presentation Currency
CHANGE OF PRESENTATION CURRENCY	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 State dollars as financing for operations are now raised in US dollars. The Company has also decided to change 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Summary Of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Revenue recognition Revenue from contracts with customers is based upon the principle that revenue is recognized when control of a good or service is transferred to a customer. The Company considers that control has passed when there is a present obligation to pay, physical possession, and when legal title and the risks and rewards of ownership have passed to the customer. In the case of buses and trucks, revenue is recognized when the buses and trucks have been delivered to the customer. The buses and trucks are considered delivered when it is picked up from the Company’s yard by the customer or when it has been delivered to a customer specified location in accordance with the agreement. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue when the sales are recognized. In the case of revenue from the sale of parts inventory, revenue is recognized when control of the parts inventory transfers to the customer upon delivery. In the case where the performance obligation is to stand ready to deliver a bus and deliver a bus if requested, revenue is recognized when the bus has been delivered to the customer or when the stand ready period is complete. In circumstances where the Company receives consideration or sales deposits from the customer in advance of meeting the revenue recognition criteria, deferred revenue is recognized. In circumstances where the Company facilitates sales through an agent, and the agent is paid a commission for acting on behalf of the Company, revenue is recorded as the amount of consideration agreed by the ultimate customer and the commission to the agent is recorded as commissions and services expense and included in sales and administration. In certain circumstances, the Company may agree to accept pre-owned buses or other non-cash considerations as consideration for the purchase of new buses. In these circumstances, the Company recognizes revenue based on the fair value of the non-cash consideration received. In circumstances where the Company modifies a contract judgement is applied to determine if the modification should be accounted for as a new contract or part of the existing contract, depending upon the nature of the contract. Modifications that defer the delivery of buses or change the type of bus to be delivered in the future are generally accounted for prospectively and deferred revenue is continued to be deferred. A modification that adds additional distinct performance obligations at stand-alone selling prices are accounted for as a new contract. Revenue from operating leases of buses is recognized in accordance with the terms of the relevant agreement with the customer evenly over the term of that agreement. b) Cash and cash equivalents Cash and cash equivalents consist of cash deposits with banks and highly liquid investments that are readily convertible to cash with maturities of three months or less when purchased, or which are redeemable at the option of the Company. Any cash which is contractually restricted is classified as restricted cash, as it is not available for ongoing operational purposes until the restriction is removed. c) Trade receivables Trade receivables are recognized initially at fair value and subsequently measured at amortized cost, less expected credit losses. Trade receivables do not carry any interest. The expected credit losses for trade receivables are measured at initial recognition and throughout its life at an amount equal to lifetime expected credit loss and are presented within sales and administration. d) Inventory Inventory for buses, trucks, and aftermarket parts is stated at the lower of cost and net realizable value. Cost for aftermarket parts is determined on a first-in first-out basis. The cost of finished goods comprises raw materials, direct labor, other direct costs, freight, import duties and related production overheads. Net realizable value is the estimated selling price in the ordinary course of business, less any costs to complete and sell the product. An allowance for obsolete, slow-moving or defective inventory is made when necessary. e) Intangible assets Intangible assets consist of intellectual property rights and developed software and licences. Intellectual property rights acquired are initially recognized at cost and are subsequently carried at cost less accumulated amortization and accumulated impairment losses, if any. Software implementation costs have finite lives and are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intellectual property costs are amortized to profit or loss using the straight-line method over 8 10 or when there are events or changes in circumstances that indicate that their carrying amounts may not be recoverable. f) Development costs Expenditure incurred in the development of products or enhancements to existing product ranges is capitalized as an intangible asset only when the future economic benefits expected to arise are deemed probable and the costs can be reliably measured. Development costs not meeting these criteria are expensed in the statement of operations as incurred. Capitalized development costs are amortized on a straight-line basis over their estimated useful economic lives once the product or enhancement is available for use. Product research costs are expensed as incurred. g) Debt issue costs Debt issue costs are recognized in connection with proposed financing transactions which are specifically identified in that the form of financing is known and its completion is probable. When the financing is completed, these costs are recognized and netted against the value of the debt for debt transactions. Debt issue costs include only those costs which are incremental and directly attributable to the proposed financing transaction. In the event that the transaction is abandoned, previously capitalized debt issue costs are expensed through the consolidated statements of (loss) income and comprehensive (loss) income. h) Share issuance costs Professional, consulting, regulatory and other costs directly attributable to equity financing transactions are recorded as deferred financing costs until the financing transactions are completed, if the completion of the transaction is considered likely; otherwise they are expensed as incurred. Share issuance costs are charged to share capital when the related shares are issued. Deferred financing costs related to financing transactions that are not completed are expensed through the consolidated statements of (loss) income and comprehensive (loss) income. i) Property and equipment Property and equipment are stated at cost net of accumulated depreciation and accumulated impairment losses, if any. Cost includes the acquisition price, any direct costs to bring the asset into productive use at its intended location, the cost of replacing part of the property and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. Depreciation of property and equipment is recorded in operating expenses with the exception of our buses under lease which is included in cost of sales. Property and equipment are depreciated annually using the following methods and rates: Schedule of property and equipment depreciation Office equipment Declining balance, 20% - 55% Vehicles Declining balance, 30% Buses under lease Straight-line over the expected life of the bus, up to 12 years Asset under lease Straight-line, over lease term Plant and manufacturing equipment Straight-line, 25 years j) Government assistance Government assistance is recorded as receivable when the Company qualifies under the terms of a government program and the Company has reasonable assurance the assistance will be received. Government assistance related to the acquisition of property, plant and equipment is recorded as a reduction of the cost of the asset to which it relates, with any amortization calculated on the net amount. Government assistance related to non-capital projects is recorded as a reduction of the related expenses. k) Leases At the inception of a contract, the Company as the lessee assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset. Leases are recognized as a right-of-use asset and a corresponding liability when the leased asset is available for use by the Company. Lease liabilities are initially measured at the net present value of the fixed lease payments and variable lease payments that are based on an index or a rate, discounted using the rate implicit in the lease, or if that cannot be determined, the Company’s incremental borrowing rate. Right-of-use assets are initially measured at cost, comprising of the amount of the initial measurement of the lease liability, any lease payments made at or before the lease commencement date, and restoration costs. Right of use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Lease liabilities are subsequently measured at amortized cost using the effective interest rate method. The Company has elected to not recognize right-of-use assets and lease liabilities for leases with a term of less than 12 months and low value leases. The lease payments for these leases are recorded as expenses as they are incurred. l) Provisions Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. At the time of sale, a provision for warranty claims is recorded in cost of sales. This warranty provision is based upon management’s best estimate of expected future warranty costs for the particular contract. Actual warranty expenditures are charged against the provision as incurred during the two-year warranty period. If actual expense is different from the provision, management re-estimates the remaining provision required and records a change in estimate in cost of sales. m) Impairment of non-financial assets Assets that are subject to depreciation and amortization, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If there are indicators of impairment, an evaluation is undertaken to determine whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs to sell and its value-in-use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the cash-generating unit level. If the carrying amount of an individual asset or cash-generating unit exceeds its recoverable amount, an impairment loss is recorded in the consolidated statements of (loss) income and comprehensive (loss) income value using a pre-tax discount rate which reflects the current market’s assessments of the time value of money and asset-specific risks for which the cash flow estimates have not been adjusted. Fair value less costs to sell is determined as the price that would be received to sell the asset or group of assets in an orderly transaction between market participants at the measurement date less incremental costs directly attributed to the disposal of the asset or group of assets. A reversal of a previously recognized impairment loss is recorded in the consolidated statements of (loss) income and comprehensive (loss) income when events or circumstances dictate that the estimates used to determine the recoverable amount have changed since the prior impairment loss was recognized. The carrying amount is increased to the recoverable amount but not beyond the carrying amount net of amortization which would have arisen if the prior impairment loss had not been recognized. After such a reversal, the amortization charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. n) Financial instruments Cash and cash equivalents and restricted cash are classified as loans and receivables and are recorded at amortized cost. Interest income is recognized by applying the effective interest rate. Derivative instruments, including embedded derivatives, are recorded at fair value through profit or loss and, accordingly, are recorded on the consolidated statements of financial position at fair value. Unrealized gains and losses on derivatives held for trading are recorded in profit or loss for the year. Fair values for derivative instruments are determined using valuation techniques, with assumptions based on market conditions existing at the consolidated statements of financial position date or settlement date of the derivative. Accounts payable, accrued liabilities and debt are classified as other financial liabilities and are recognized initially at fair value, net of any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are held at amortized cost using the effective interest method. o) Impairment of financial assets The Company recognizes a loss allowance for expected credit losses on its financial assets. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the credit risk on the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses. p) Income taxes Income tax expense comprises current and deferred tax and is recognized in operations except to the extent that it relates to business combinations, or items recognized directly in equity or in other comprehensive loss. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is recognized at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. q) (Loss) earnings per share Basic (loss) earnings per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of common shares outstanding during the year. The Company applies the treasury stock method in calculating diluted (loss) earnings per share. Diluted (loss) earnings per share exclude all dilutive potential common shares if their effect is anti-dilutive. r) Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. Parties are also considered to be related if they are subject to common control or common significant influence. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties. s) Stock-based payments Equity-settled stock-based payments to employees and others providing similar services are measured at the fair value of equity instruments at the grant date. The fair value is measured at grant date, using the Black-Scholes option pricing model, and each tranche is recognized on a graded-vesting basis over the period in which options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to contributed surplus. Equity-settled stock-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted. These transactions are then measured at the date the entity obtains the goods or the counterparty renders the service. Consideration received on the exercise of stock options is recorded in share capital and the related stock-based payment in contributed surplus is transferred to share capital. Charges for options that are forfeited before vesting are reversed from equity. t) Share Capital The Company uses the residual value approach in respect of unit offerings, whereby the amount assigned to the warrant is the excess of the unit price over the trading price of the Company’s shares at the date of issuance, if any. u) Reportable segments The Company operates as a single segment, which is the production and sale of buses, trucks and spare parts in North America, consistent with the internal reporting provided to the chief executive officer. v) Recent accounting pronouncements Certain new accounting standards and interpretations have been published that are not mandatory for December 31, 2022 reporting periods and have not been early adopted by the Company. These standards are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.

TRADE AND OTHER RECEIVABLES

TRADE AND OTHER RECEIVABLES	12 Months Ended
	Dec. 31, 2022
Trade and other receivables [abstract]
TRADE AND OTHER RECEIVABLES	5. TRADE AND OTHER RECEIVABLES Schedule of trade and other receivables December 31, 2022 December 31, 2021 $ $ Trade receivable 1,076 1,268 Income tax receivable 160 — Sales tax receivable 21 37 Duties receivable 162 649 Receivable from manufacturer 1,236 856 Total Trade and other receivables 2,655 2,810

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2022
Disclosure Inventory Abstract
INVENTORY	6. INVENTORY Disclosure of inventory December 31, 2022 December 31, 2021 $ $ Finished goods 8,098 6,472 Work in progress – vehicles 42 41 Parts for resale 1,928 2,903 Total Inventory 10,068 9,416 As at December 31, 2022 and December 31, 2021, work in progress – vehicles consists of the cost of buses and trucks still being manufactured. Finished goods inventory consisted of the costs of assembled buses and trucks, 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 9. During the year ended December 31, 2022, the Company reduced inventory of parts for resale and finished goods by $ 1,227 During the year ended December 31, 2022, the Company recognized $ 14,408 31,914 13,834

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
Intangible Assets
INTANGIBLE ASSETS	7. INTANGIBLE ASSETS Schedule of intangible assets Purchased Intellectual Property (a) Developed Intellectual Property (b) Software Total $ $ $ $ Cost Balance at December 31, 2020 1,248 441 782 2,471 Additions 19,495 1,720 488 21,703 Foreign exchange (458 ) (5 ) (21 ) (484 ) At December 31, 2021 20,285 2,156 1,249 23,690 Additions — 203 — 203 Reduction of deferred consideration (4,639 ) — — (4,639 ) Write-down of intangible asset — — (345 ) (345 ) Foreign exchange (1,593 ) 262 (86 ) (1,417 ) At December 31, 2022 14,053 2,621 818 17,492 Accumulated Amortization Balance at December 31, 2020 506 — 257 763 Depreciation 473 — 97 570 Foreign exchange 4 — — 4 At December 31, 2021 983 — 354 1,337 Depreciation 1,954 3 94 2,051 Foreign exchange (142 ) — (27 ) (169 ) At December 31, 2022 2,795 3 421 3,219 Carrying Value At December 31, 2021 19,302 2,156 895 22,353 At December 31, 2022 11,258 2,618 397 14,273 a) On June 10, 2015, the Company entered into a compensation for services agreement with a customer to formalize compensation for the services provided in the development of the Vicinity bus. On September 29, 2017, the Company entered into a new agreement and terminated the prior service agreement. Under the new agreement, the previously accrued royalty payable to the customer and all future royalty payments are removed in exchange for the delivery of up to 8 buses over the next 8 years without payment to the Company. The new agreement is an intangible asset as it represents the acquisition of the customer’s interest in the intellectual property of the Vicinity Bus represented by the royalty. The intangible asset is being amortized over an 8-year period representing the useful life of the intellectual property related to the Vicinity bus. On acquisition, the Company valued the above transaction at the fair value to be delivered in the future, discounted at an interest rate of 6.2%. The Company also recognizes deferred revenue related to these buses (Note 9). On October 5 th 19,484 78 During the year ended December 31, 2022, the Company terminated the Sales and Marketing Agreement with Optimal EV due to material breaches. Subsequent to year end, the Company initiated arbitration proceedings regarding ongoing disputes with Optimal EV. As a result of the termination, the Company reduced the intangible asset and the deferred consideration by the remaining amount of deferred consideration, $ 4,640 As a result of the ongoing arbitration, management concluded that there was an impairment indicator with regards to the intangible asset. As a result, management performed an evaluation to determine whether the carrying amount of the intangible asset was in excess of its recoverable amount. Management determined the recoverable amount by performing a scenario weighted discounted cash flow model. The Company is pursuing amounts greater than $12,000 through arbitration proceedings. Based on the results of management’s impairment assessment it determined that no impairment was required. Developed intellectual property is development costs for Vicinity products, such as electric trucks and buses. During the year ended December 31, 2022, the Company received $ 817

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2022
Property And Equipment
PROPERTY AND EQUIPMENT	8. PROPERTY AND EQUIPMENT Schedule of property and equipment Buses Available for Lease (a) Office Equipment Right-of-Use Asset Vehicles Land (b) Plant and Equipment Total $ $ $ $ $ $ $ Cost At December 31, 2020 2,924 794 591 350 — 70 4,729 Additions 3,522 1,109 27 — 1,760 3,922 10,340 Disposals ( 2,350 ) — — — — — (2,350 ) Foreign exchange 19 3 2 1 — — 25 At December 31, 2021 4,115 1,906 620 351 1,760 3,992 12,744 Additions 399 2,123 2,242 — — 8,791 13,555 Disposals (285 ) (6 ) — — — — (291 ) Foreign exchange (79 ) (295 ) (161 ) (22 ) — — (557 ) At December 31, 2022 4,150 3,728 2,701 329 1,760 12,783 25,451 Accumulated Amortization At December 31, 2020 791 267 312 192 — — 1,562 Disposals (319 ) — — — — — (319 ) Depreciation 369 66 193 42 — — 670 Foreign exchange (2 ) — (1 ) — — — (3 ) At December 31, 2021 839 333 504 234 — — 1,910 Disposals (22 ) (1 ) — — — — (23 ) Depreciation 394 88 403 30 — — 915 Foreign exchange 123 (25 ) (46 ) (16 ) — — 36 At December 31, 2022 1,334 395 861 248 — — 2,838 Carrying Value December 31, 2021 3,276 1,573 116 117 1,760 3,992 10,834 December 31, 2022 2,816 3,333 1,840 81 1,760 12,783 22,613 All property and equipment, with the exception of land and plant and equipment of $ 14,543 a) As at December 31, 2022, $573 of buses available for lease had been returned to the Company and are no longer under a lease contract with a customer (December 31, 2021: $920). During the year ended December 31, 2022, one bus available for lease was sold to a customer with a loss of $ 27 542 76 During the year ended December 31, 2022, the Company recognized $ 85 b) During 2021, the Company purchased land and began construction of a new manufacturing facility in Ferndale, Washington, USA.

CREDIT FACILITY

CREDIT FACILITY	12 Months Ended
	Dec. 31, 2022
Credit Facility
CREDIT FACILITY	9. CREDIT FACILITY During the year ended December 31, 2017, the Company entered into a revolving credit facility agreement with a financial institution for a maximum amount of C$ 20 The terms of the agreement were amended on October 23, 2020, renewing the credit facility for a three-year term. The credit facility bears interest at a rate of 0.75% - 1% plus Canadian prime rate for loans denominated in Canadian dollars and 0.75% - 1% plus US prime rate for loans denominated in US dollars As at December 31, 2022, the Company had drawn $ 628 0 850 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 December 31, 2022, the Company has not borrowed over 75% of its availability. Subsequent to December 31, 2022, the Company announced it obtained $ 30

DEFERRED REVENUE

DEFERRED REVENUE	12 Months Ended
	Dec. 31, 2022
Deferred Revenue
DEFERRED REVENUE	10. DEFERRED REVENUE Schedule of deferred revenue December 31, 2022 December 31, 2021 $ $ Sales deposits – future delivery of buses 453 — Future delivery of buses (a) — 1,003 Future delivery of buses (b) 1,929 2,190 Deferred revenue 2,382 3,193 Less: current portion 2,382 3,193 Long-term portion of deferred revenue — — a) The Company has recognized deferred revenue and an intangible asset in relation to an agreement with a customer to provide buses in the future (Note 7). In 2017 the contract was modified to provide for one diesel powered bus to be delivered each year for 8 years. No buses have been delivered under this agreement. In late 2020 the Company concluded that it no longer had the obligation or intent to deliver three out of the eight buses. During the three months ended June 30, 2021 the Company came to an agreement with the customer to deliver three future buses. Subsequent to the agreement the Company concluded that it no longer had the obligation or intent to deliver the remaining two buses. As a result, the Company recorded $444 as revenue during the three months ended June 30, 2021. During the year ended December 31, 2022, the Company delivered the three remaining buses completing its obligation to the customer. During the year ended December 31, 2022, the Company recognized $nil in interest expense related to the deferred revenue (December 31, 2021: $ 4 80 b) During the year ended December 31, 2022, the Company recognized deferred revenue in relation to a non-cash agreement with a customer in which the customer provided the Company with 8 used buses in exchange for 8 leased buses to be leased until the delivery of the 8 new buses are provided in 2023. As a result, the Company has recognized $127 as lease revenue (December 31, 2021: $14) and has a deferred revenue balance of $1,929 as at December 31, 2022.

PROVISION FOR WARRANTY COST

PROVISION FOR WARRANTY COST	12 Months Ended
	Dec. 31, 2022
Provision For Warranty Cost
PROVISION FOR WARRANTY COST	11. 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 year ended December 31, 2022, the Company recorded warranty expense of $499 (December 31, 2021: $1,598; December 31, 2020: $582) as part of its cost of sales in connection with sales completed during the year. During the year ended December 31, 2022, $841 of warranty costs (December 31, 2021: $1,073) 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. Schedule of provision for warranty cost $ 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 499 Warranty claims applied (841 ) Change in estimate of warranty provision 421 Change in foreign exchange (39 ) Balance at December 31, 2022 1,709 Less: Current portion 1,585 Long-term portion of warranty provision 124

CURRENT DEBT FACILITIES

CURRENT DEBT FACILITIES	12 Months Ended
	Dec. 31, 2022
Current Debt Facilities
CURRENT DEBT FACILITIES	12. CURRENT DEBT FACILITIES Schedule of current debt facilities December 31, 2022 December 31, 2021 $ $ Unsecured debentures - 2021 (a) 6,587 7,143 Unsecured debentures - 2020 (b) — — Private loan (c) — — 6,587 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. On June 15, 2022, the maturity date of the debentures was extended to October 4, 2023, with the extension being treated as a modification of the original debt with the classification changing from current to long-term liabilities. As a result, a gain of $803 on modification of debt was recorded during the three months ended June 30, 2022. In connection with the extension, the Company cancelled 412,000 warrants from the previous agreement. On extension the Company issued 1,000,000 warrants to purchase common shares at an exercise price of C$2.25 per share. The value of these warrants was incorporated in the $803 gain on modification of debt. The warrants expire on the debt maturity date of October 4, 2023. The unsecured debentures include 8 449 24 During the year ended December 31, 2022, the Company incurred $ 1,748 (December 31, 2021: $ 411 765 b) On March 20, 2020, the Company issued C$1,750 in unsecured debentures with a maturity 12 months from the date of issue. The debentures were issued at a discount of 2% and include 10% annual interest paid at maturity; the Company incurred borrowing costs of $82 and the debt has an effective interest rate of 16%. During the year ended December 31, 2021, the Company incurred $52 (December 31, 2020: $164) in interest expense on this loan, of which $nil is included in accounts payable and accrued liabilities at December 31, 2021 (December 31, 2020: $nil). During the year ended December 31, 2021, the Company repaid the debenture. In connection with the issuance, the Company also issued 350,000 warrants to purchase common shares at an exercise price of C$1.14 per share, the value of these warrants was incorporated in the transaction costs of $82 referenced above. The warrants expire 12 months from the date of issue. All warrants were exercised during the year ended December 31, 2021. c) The loan bears annual interest at a rate of 10%. During the year ended December 31, 2021, the Company incurred $14 (December 31, 2020: $68) in interest expense on this loan, of which $nil is included in accounts payable and accrued liabilities at December 31, 2021 (December 31, 2020: $nil)

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES	12 Months Ended
	Dec. 31, 2022
Other Long-term Liabilities
OTHER LONG-TERM LIABILITIES	13. OTHER LONG-TERM LIABILITIES Schedule of lease obligation December 31, 2022 December 31, 2021 $ $ Lease obligation (a) 1,883 116 Vehicles 69 110 Less: Current portion (449 ) (134 ) 1,503 92 a) Lease Obligation Minimum lease payments in respect of lease liabilities for the right-of-use assets included in property, plant and equipment (Note 8) and the effect of discounting are as follows: Schedule of long term lease liabilities December 31, 2022 $ Undiscounted minimum lease payments: Less than one year 485 One to two years 467 Two to three years 476 Three to six years 622 2,050 Effect of discounting (167 ) Present value of minimum lease payments – total lease liability 1,883 Less: Current portion (418 ) Long-term lease liabilities 1,465 The Company has lease agreements for office and warehouse facilities expiring October 31, 2023, March 31, 2027 and May 31, 2027. and October 31, 2023. The Company also has a lease agreement for a vehicle expiring on November 30, 2025.

SHARE CAPITAL

SHARE CAPITAL	12 Months Ended
	Dec. 31, 2022
Share Capital
SHARE CAPITAL	14. 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. The Company does not intend to issue dividends in the near term. If and when dividends are paid, they may be paid in Canadian or U.S. dollars. 14.1 Authorized 14.2 Issued and Outstanding Common Shares: The details for the common share issuances during the year ended December 31, 2022 are as follows: a. During the year ended December 31, 2022, 4,444,445 12,000 1,283 During the year ended December 31, 2022, the Company also issued 5,118,554 205 6,244 b. During the year ended December 31, 2022, 166,000 c. During the year ended December 31, 2022, 66,661 75 The details for the common share issuances during the year ended December 31, 2021 were as follows: d. During the year ended December 31, 2021, 4,114,242 17,563 3,567 e. During the year ended December 31, 2021, 1,924,721 6,128 f. During the year ended December 31, 2021, 256,662 416 The details for the common share issuances during the year ended December 31, 2020 were as follows: g. During the year ended December 31, 2020, 2,886,373 6,608 h. During the year ended December 31, 2020, 612,578 445 i. During the year ended December 31, 2020, 175,000 300 j. During the year ended December 31, 2020, 133,333 14.3 Share Purchase Warrants A summary of the Company’s share purchase warrants are as follows: Schedule of share purchase warrants Number of Warrants Weighted Average Exercise Price C$ Outstanding, December 31, 2019 — — Issued 1,934,100 3.89 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 5,577,778 3.84 Forfeited (412,000 ) 4.50 Outstanding, December 31, 2022 7,573,082 4.53 During the year ended December 31, 2022, the Company issued 4,444,445 133,333 During the year ended December 31, 2022, the Company issued 1,000,000 During the year ended December 31, 2021, the Company issued 1,995,304 During the year ended December 31, 2021, the Company issued 412,000 During the year ended December 31, 2020, the Company issued 1,584,100 During the year ended December 31, 2020, the Company issued 350,000 14.4 Directors, Consultants, and Employee stock options The Company has adopted a share option plan for which options to acquire up to 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: Summary of share option activity Number of Options Weighted Average Exercise Price C$ Outstanding, December 31, 2019 1,213,320 2.25 Issued 433,333 3.15 Forfeited (298,333 ) 2.01 Exercised (175,000 ) 2.22 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 387,500 1.60 Forfeited (341,670 ) 5.21 Exercised (66,661 ) 1.40 Outstanding, December 31, 2022 1,580,826 3.79 During the year ended December 31, 2022, the Company granted 387,500 During the year ended December 31, 2021, the Company granted 524,999 During the year ended December 31, 2021, the Company granted 160,000 During the year ended December 31, 2020, the Company granted 200,000 During the year ended December 31, 2020, the Company granted 233,333 During the year ended December 31, 2022, the Company recognized $ 116 814 531 Schedule of weighted average assumptions December 31, 2022 December 31, 2021 December 31, 2020 Fair value at grant date (C$) $ 0.75 $ 4.20 $ 0.42 Fair value at grant date (US$) $ 0.56 $ 3.27 $ 0.32 Risk-free interest rate 3.47 % 0.42 % 0.30 % Expected life of options 5 4 4 Expected dividend rate 0 % 0 % 0 % Annualized volatility 97 % 90 % 82 % Forfeiture rate 14 % 3 % 3 % The following tables summarize information about the Company’s stock options outstanding at December 31, 2022: Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Price Remaining Contractual Life (Years) Expiry Date C$ April 4, 2018 83,333 83,333 5.25 0.26 April 4, 2023 April 26, 2018 83,333 83,333 4.35 0.32 April 26, 2023 May 29, 2018 83,333 83,333 4.35 0.41 May 29, 2023 January 17, 2019 166,666 166,666 2.40 1.05 January 17, 2024 November 15, 2019 233,333 233,333 1.50 1.88 November 15, 2024 November 28, 2019 16,666 16,666 1.56 1.91 November 28, 2024 May 4, 2020 24,999 24,999 1.20 2.34 May 4, 2025 November 23, 2020 66,664 66,664 6.15 2.90 November 23, 2025 January 12, 2021 333,333 333,333 6.51 3.03 January 11, 2026 February 1, 2021 41,666 34,722 9.36 3.09 January 31, 2026 April 27, 2021 60,000 30,000 7.24 3.32 April 26, 2026 March 31, 2022 40,000 6,666 2.98 4.25 March 30, 2027 September 22, 2022 250,000 — 1.50 2.73 September 21, 2025 November 25, 2022 97,500 — 1.30 4.90 November 24, 2027 Total 1,580,826 1,163,048 14.5 Restricted Share Units Pursuant to the Company’s Restricted Share Unit (“RSU”) Incentive Plan approved by the board of directors of the Company on June 8, 2015, restricted stock units to acquire common shares of the Company may be granted to specified service providers of the Company in accordance with the terms and conditions of the plan. Upon vesting, each RSU entitles the participant to receive one common share, provided that the participant is continuously employed with or providing services to the Company. RSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such RSUs 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 RSU vests and the RSU participant receives common shares. A summary of the Company’s RSU’s are as follows: Schedule of restricted share units Number of RSUs Outstanding, December 31, 2019 33,333 Issued 100,000 Vested (133,333 ) Outstanding, December 31, 2020 — Issued 166,000 Outstanding, December 31, 2021 166,000 Vested (166,000 ) Outstanding, December 31, 2022 — On April 27, 2021 the Company issued 166,000 RSU’s to directors and officers of the Company that vested on November 17, 2022. At December 31, 2022, there were nil RSUs outstanding (December 31, 2021: 166,000; December 31, 2020: nil). During the year ended December 31, 2022, the Company recorded $696 (December 31, 2021: $ 216 109 14.6 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. A summary of the Company’s DSUs are as follows: Schedule of deferred share units Number of DSUs Outstanding, December 31, 2019 22,619 Issued 72,522 Outstanding, December 31, 2020 95,141 Issued 75,650 Outstanding, December 31, 2021 170,791 Issued 452,910 Outstanding, December 31, 2022 623,701 During the year ended December 31, 2022, the Company issued 452,910 DSUs (December 31, 2021: 75,650 72,522 During the year ended December 31, 2022, the Company recorded $ 569 323 97

RELATED PARTY BALANCES AND TRAN

RELATED PARTY BALANCES AND TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Balances And Transactions
RELATED PARTY BALANCES AND TRANSACTIONS	15. 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 comprised the Company’s directors and executive officers. Expenses incurred to key management are: Schedule of related party transactions Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 $ $ $ Salaries and Benefits 1,187 1,572 959 Stock-based compensation 1,345 869 554 Non-executive directors’ fees — — 15 Total 2,532 2,441 1,528 During the year ended December 31, 2022 the Company paid $ 215 231 During the year ended December 31, 2021 the Company paid $ 191 179 During the year ended December 31, 2020 the Company paid $ 159 160 As at December 31, 2022, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $ 1 1 All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2022
Income Tax
INCOME TAX	16. INCOME TAX The following table reconciles the amount of income tax expense on the application of the combined statutory Canadian federal and provincial income tax rates: Schedule of income tax expenses December 31, 2022 December 31, 2021 December 31, 2020 $ $ $ Loss before tax (17,746 ) (6,859 ) (3,160 ) Combined statutory tax rates 27 % 27 % 27 % Expected tax recovery (4,791 ) (1,852 ) (853 ) Non-deductible items (60 ) 369 214 Share issuance costs — (1,198 ) (134 ) Other (41 ) 94 (324 ) Differences in foreign tax rates 9 (13 ) 2 Change in unrecognized deferred tax assets 5,085 3,064 1,171 Current income tax expense 202 464 76 Deferred taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The tax effects of deductible temporary differences for which no deferred tax asset has been recognized are as follows: Schedule of deferred tax asset December 31, 2022 December 31, 2021 $ $ Deferred tax assets (liabilities): Tax loss carry-forwards 11,747 7,480 Property and equipment (54 ) (5 ) Intangible asset (529 ) (838 ) Warranty provision 440 432 Financing costs 1,213 1,161 Other provisions (28 ) 220 Deferred tax assets 12,789 8,450 Unrecognized deferred tax assets (12,789 ) (8,450 ) Recognized net deferred tax assets — — As at December 31, 2022, the Company had non-capital loss carry forwards available to reduce taxable income for future years. The non-capital losses expire as follows: Schedule of non-capital loss carry forwards $ 2031 404 2032 835 2033 498 2034 2,094 2035 2,944 2036 4,235 2037 1,092 2038 1,511 2039 1,457 2040 3,159 2041 7,657 2042 15,026 Non Capital Losses 40,912

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS	12 Months Ended
	Dec. 31, 2022
Financial Instruments
FINANCIAL INSTRUMENTS	17. FINANCIAL INSTRUMENTS Fair values The Company’s financial instruments include cash and cash equivalents, restricted cash, trade and other receivables, accounts payable, the credit facility, short-term loans, deferred consideration, and 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. 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 and fair values of the Company’s financial instruments: Disclosure of financial assets December 31, 2022 December 31, 2021 $ $ Assets: Measured at amortized cost (i) 4,277 7,212 Liabilities: Amortized cost (ii) 14,108 10,284 Fair value through P&L (iii) — 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) 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. The Company valued deferred consideration (iii) as a level 3 instrument. For the year ended December 31, 2021, 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 an original expected maturity date of June 30, 2023 for the deferred consideration milestone to be met. During the year ended December 31, 2022, the Company terminated the agreement which resulted in the deferred consideration being reduced to a fair value of nil (Note 7). Interest Rate and Credit Risk The Company is exposed to interest rate risk on its bank loans to the extent that its credit facilities are based on Canadian and US prime rates of interest. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and cash equivalents, restricted cash, and trade and other receivables. To minimize the credit risk related to cash and cash equivalents, the Company places these instruments with a top tier Canadian bank with an AA credit rating and their subsidiary bank in the United States. Currency Risk The Company is exposed to foreign currency risk because the Company’s parent and US operations incur a portion of their operating expenses in Canadian dollars. Therefore, an increase in the value of the CAD relative to the USD increases the value of expenses in USD terms incurred by the Company’s parent and US operations, which reduces operating margin and the cash flow available to fund operations. Conversely, the Company’s Canadian operation has a functional currency of Canadian dollars and incurs a portion of its operating expenses in US dollars. At December 31, 2022, the Company had cash of $ 322 1,446 2,449 At December 31, 2022, the Company had cash of C$ 41 0 8,922 150 Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective when managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company collecting its trade receivables in a timely manner and maintaining sufficient cash on hand through credit facility financing. As at December 31, 2022, the Company had working capital (current assets less current liabilities) of $ 1,573 9,082 10,698 19.4 20 30 Based on the Company’s forecasted cash flows, the current cash on hand and the headroom available under debt facilities, the Company estimates that it will have sufficient liquidity to meet its working capital requirements for at least the next twelve months. The following are the contractual maturities of financial liabilities: Disclosure of financial liabilities Carrying Amount Contractual Cash Flows Within 1 year 1 to 2 years 2 to 3 years 3 to 6 years $ $ $ $ $ $ At December 31, 2022 Accounts payable 4,942 (4,942 ) (4,942 ) — — — Current debt facilities 6,587 (8,822 ) (8,822 ) — — — Credit facility 628 (628 ) (628 ) Other long-term liabilities 1,952 (2,120 ) (513 ) (480 ) (486 ) (641 ) Total 14,109 (16,512 ) (14,905 ) (480 ) (486 ) (641 ) Sensitivity analysis The Company’s borrowing under the existing credit facility are at variable rates of interest and expose the Company to interest rate risk. The Company has completed a sensitivity analysis to estimate the impact on comprehensive income which a change in interest rates at and during the year ended December 31, 2022 would have had on the Company. The result of this sensitivity analysis indicates that a 0.5% increase (decrease) in the prime interest rates would not have a material impact. The Company has completed a sensitivity analysis to estimate the impact on comprehensive earnings which a change in foreign exchange rates as at and during the year ended December 31, 2022 would have had on the Company. The sensitivity analysis includes the assumption that changes in individual foreign exchange rates do not cause foreign exchange rates in other countries to alter. The following tables summarizes quantitative data about our exposure to currency risk as a result of monetary assets (liabilities) in currencies different from each entity’s functional currency: Disclosure of CAD dollar foreign currency balance sheet exposure 2022 $ Net Canadian dollar monetary asset (liability) CAD thousands (9,031 ) Net US dollar monetary asset (liability) USD thousands (749 ) The result of this sensitivity analysis indicates that a 10% increase (decrease) in the average value of the Canadian dollar relative to the US dollar during the period would have resulted in an increase (decrease) in net income of approximately $735.

CAPITAL MANAGEMENT

CAPITAL MANAGEMENT	12 Months Ended
	Dec. 31, 2022
Capital Management
CAPITAL MANAGEMENT	18. 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, credit facility, and short-term loans to be its capital. As a part of its loan commitments, the Company is required to obtain authorization from the credit facility lender (Note 9) prior to obtaining further loans. The Company’s capital is currently not subject to any other external restrictions except those described in Note 9. The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in 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.

REVENUE

REVENUE	12 Months Ended
	Dec. 31, 2022
Revenue
REVENUE	19. REVENUE The Company’s revenue for the single segment is summarized as follows: Schedule of revenue Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 $ $ $ Vehicle Sales: Bus Sales 11,699 38,197 16,247 Truck Sales 982 — — Shuttle Sales 484 — — Other revenue: Spare part sales 5,183 2,701 2,436 Operating lease revenue 127 810 871 Total Revenue 18,475 41,708 19,554

LOSS PER SHARE

LOSS PER SHARE	12 Months Ended
	Dec. 31, 2022
Loss Per Share
LOSS PER SHARE	20. LOSS PER SHARE Basic loss per share is calculated by dividing the net loss from continuing operations attributable to equity holders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all dilutive potential common shares. The number of average basic and diluted shares outstanding for all the periods presented in the consolidated statements of loss have been adjusted in order to reflect the effect of the share consolidation that took place on March 29, 2021. The Company has four categories of dilutive potential common shares: convertible debt, stock options, RSUs and DSUs. The convertible debt is assumed to have been converted into common shares, and the net loss is adjusted to eliminate the interest expense less the tax effect. For the stock options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding stock options. The number of shares calculated reduces the number of shares that would have been issued assuming the exercise of the share options. DSUs are assumed to be converted as of the grant date. A total of 1,143,120 (2021: 2,441,349; 2020: 847,168) instruments before share consolidation, which include convertible debt, stock options, restricted share units and deferred share units have not been included in the calculation for diluted loss per share as they are antidilutive. These could potentially dilute basic income per share in the future.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments And Contingencies
COMMITMENTS AND CONTINGENCIES	21. 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 payments as at December 31, 2022 are $ 12,275 1,375

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2022
Segment Information
SEGMENT INFORMATION	22. SEGMENT INFORMATION Allocation of revenue to geographic areas for the single segment is as follows: Schedule of geographic distribution Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 $ $ $ Canada Bus sales 7,429 10,925 12,447 Spare part sales 4,516 2,504 2,258 Truck sales 982 — — Shuttle sales 484 — 162 United States Bus sales 4,270 27,272 3,800 Spare part sales 667 197 178 Operating lease revenue 127 810 709 Total 18,475 41,708 19,554 During the year ended December 31, 2022, the Company had sales of $ 6,261 4,792 26,795 4,423

EFFECT OF THE CHANGE IN PRESENT

EFFECT OF THE CHANGE IN PRESENTATION CURRENCY	12 Months Ended
	Dec. 31, 2022
Effect Of Change In Presentation Currency
EFFECT OF THE CHANGE IN PRESENTATION CURRENCY	23. 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 year ended December 31, 2020 Schedule of Currency change For the year ended December 31, 2020 USD CAD $ $ Revenue Bus sales 16,247 21,666 Other 3,307 4,403 19,554 26,069 Cost of sales (16,977 ) (22,727 ) Gross margin 2,577 3,342 Expenses Sales and administration 4,522 6,035 Stock-based compensation 738 963 Amortization 480 643 Interest and finance costs 545 730 Foreign exchange loss (gain) (548 ) (725 ) Expenses 5,737 7,646 Loss before taxes (3,160 ) (4,304 ) Current income tax expense 76 98 Net loss (3,236 ) (4,402 ) Loss per share Basic & diluted (0.13 ) (0.17 ) Weighted average number of common shares outstanding Basic & diluted 25,759,134 25,759,134 For the year ended December 31, 2020 USD CAD $ $ Net loss (3,236 ) (4,402 ) Other comprehensive loss Items that may be reclassified subsequently to net loss Exchange differences on translation of foreign operations 282 (3 ) Total other comprehensive income (loss) 282 (3 ) Total comprehensive loss (2,954 ) (4,405 )

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events
SUBSEQUENT EVENTS	24. SUBSEQUENT EVENTS On February 21, 2023, the Company announced it obtained $ 30 2 3 On March 24, 2023, the Corporation announced that it had completed a private placement of unsecured convertible debentures for gross proceeds of C$4,000. The convertible debentures are issued in denominations of C$1,000, bear interest at 15% per annum, and mature 18 months from the closing date. Interest payments on the convertible debentures have been deferred to the twelve-month anniversary and/or maturity. Each convertible debenture is convertible at the holder’s option into Units at any time prior to maturity at a conversion price of C$1.45 per Unit. Upon conversion, each Unit will consist of one Common Share and 0.2 of a Warrant. Each Warrant is exercisable into a Warrant Share at an exercise price of C$1.45 for a period of thirty-six months following the initial debenture closing date.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Summary Of Significant Accounting Policies
Revenue recognition	a) Revenue recognition Revenue from contracts with customers is based upon the principle that revenue is recognized when control of a good or service is transferred to a customer. The Company considers that control has passed when there is a present obligation to pay, physical possession, and when legal title and the risks and rewards of ownership have passed to the customer. In the case of buses and trucks, revenue is recognized when the buses and trucks have been delivered to the customer. The buses and trucks are considered delivered when it is picked up from the Company’s yard by the customer or when it has been delivered to a customer specified location in accordance with the agreement. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue when the sales are recognized. In the case of revenue from the sale of parts inventory, revenue is recognized when control of the parts inventory transfers to the customer upon delivery. In the case where the performance obligation is to stand ready to deliver a bus and deliver a bus if requested, revenue is recognized when the bus has been delivered to the customer or when the stand ready period is complete. In circumstances where the Company receives consideration or sales deposits from the customer in advance of meeting the revenue recognition criteria, deferred revenue is recognized. In circumstances where the Company facilitates sales through an agent, and the agent is paid a commission for acting on behalf of the Company, revenue is recorded as the amount of consideration agreed by the ultimate customer and the commission to the agent is recorded as commissions and services expense and included in sales and administration. In certain circumstances, the Company may agree to accept pre-owned buses or other non-cash considerations as consideration for the purchase of new buses. In these circumstances, the Company recognizes revenue based on the fair value of the non-cash consideration received. In circumstances where the Company modifies a contract judgement is applied to determine if the modification should be accounted for as a new contract or part of the existing contract, depending upon the nature of the contract. Modifications that defer the delivery of buses or change the type of bus to be delivered in the future are generally accounted for prospectively and deferred revenue is continued to be deferred. A modification that adds additional distinct performance obligations at stand-alone selling prices are accounted for as a new contract. Revenue from operating leases of buses is recognized in accordance with the terms of the relevant agreement with the customer evenly over the term of that agreement.
Cash and cash equivalents	b) Cash and cash equivalents Cash and cash equivalents consist of cash deposits with banks and highly liquid investments that are readily convertible to cash with maturities of three months or less when purchased, or which are redeemable at the option of the Company. Any cash which is contractually restricted is classified as restricted cash, as it is not available for ongoing operational purposes until the restriction is removed.
Trade receivables	c) Trade receivables Trade receivables are recognized initially at fair value and subsequently measured at amortized cost, less expected credit losses. Trade receivables do not carry any interest. The expected credit losses for trade receivables are measured at initial recognition and throughout its life at an amount equal to lifetime expected credit loss and are presented within sales and administration.
Inventory	d) Inventory Inventory for buses, trucks, and aftermarket parts is stated at the lower of cost and net realizable value. Cost for aftermarket parts is determined on a first-in first-out basis. The cost of finished goods comprises raw materials, direct labor, other direct costs, freight, import duties and related production overheads. Net realizable value is the estimated selling price in the ordinary course of business, less any costs to complete and sell the product. An allowance for obsolete, slow-moving or defective inventory is made when necessary.
Intangible assets	e) Intangible assets Intangible assets consist of intellectual property rights and developed software and licences. Intellectual property rights acquired are initially recognized at cost and are subsequently carried at cost less accumulated amortization and accumulated impairment losses, if any. Software implementation costs have finite lives and are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intellectual property costs are amortized to profit or loss using the straight-line method over 8 10 or when there are events or changes in circumstances that indicate that their carrying amounts may not be recoverable.
Development costs	f) Development costs Expenditure incurred in the development of products or enhancements to existing product ranges is capitalized as an intangible asset only when the future economic benefits expected to arise are deemed probable and the costs can be reliably measured. Development costs not meeting these criteria are expensed in the statement of operations as incurred. Capitalized development costs are amortized on a straight-line basis over their estimated useful economic lives once the product or enhancement is available for use. Product research costs are expensed as incurred.
Debt issue costs	g) Debt issue costs Debt issue costs are recognized in connection with proposed financing transactions which are specifically identified in that the form of financing is known and its completion is probable. When the financing is completed, these costs are recognized and netted against the value of the debt for debt transactions. Debt issue costs include only those costs which are incremental and directly attributable to the proposed financing transaction. In the event that the transaction is abandoned, previously capitalized debt issue costs are expensed through the consolidated statements of (loss) income and comprehensive (loss) income.
Share issuance costs	h) Share issuance costs Professional, consulting, regulatory and other costs directly attributable to equity financing transactions are recorded as deferred financing costs until the financing transactions are completed, if the completion of the transaction is considered likely; otherwise they are expensed as incurred. Share issuance costs are charged to share capital when the related shares are issued. Deferred financing costs related to financing transactions that are not completed are expensed through the consolidated statements of (loss) income and comprehensive (loss) income.
Property and equipment	i) Property and equipment Property and equipment are stated at cost net of accumulated depreciation and accumulated impairment losses, if any. Cost includes the acquisition price, any direct costs to bring the asset into productive use at its intended location, the cost of replacing part of the property and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. Depreciation of property and equipment is recorded in operating expenses with the exception of our buses under lease which is included in cost of sales. Property and equipment are depreciated annually using the following methods and rates: Schedule of property and equipment depreciation Office equipment Declining balance, 20% - 55% Vehicles Declining balance, 30% Buses under lease Straight-line over the expected life of the bus, up to 12 years Asset under lease Straight-line, over lease term Plant and manufacturing equipment Straight-line, 25 years
Government assistance	j) Government assistance Government assistance is recorded as receivable when the Company qualifies under the terms of a government program and the Company has reasonable assurance the assistance will be received. Government assistance related to the acquisition of property, plant and equipment is recorded as a reduction of the cost of the asset to which it relates, with any amortization calculated on the net amount. Government assistance related to non-capital projects is recorded as a reduction of the related expenses.
Leases	k) Leases At the inception of a contract, the Company as the lessee assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the arrangement and if the Company has the right to direct the use of the asset. Leases are recognized as a right-of-use asset and a corresponding liability when the leased asset is available for use by the Company. Lease liabilities are initially measured at the net present value of the fixed lease payments and variable lease payments that are based on an index or a rate, discounted using the rate implicit in the lease, or if that cannot be determined, the Company’s incremental borrowing rate. Right-of-use assets are initially measured at cost, comprising of the amount of the initial measurement of the lease liability, any lease payments made at or before the lease commencement date, and restoration costs. Right of use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Lease liabilities are subsequently measured at amortized cost using the effective interest rate method. The Company has elected to not recognize right-of-use assets and lease liabilities for leases with a term of less than 12 months and low value leases. The lease payments for these leases are recorded as expenses as they are incurred.
Provisions	l) Provisions Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. At the time of sale, a provision for warranty claims is recorded in cost of sales. This warranty provision is based upon management’s best estimate of expected future warranty costs for the particular contract. Actual warranty expenditures are charged against the provision as incurred during the two-year warranty period. If actual expense is different from the provision, management re-estimates the remaining provision required and records a change in estimate in cost of sales.
Impairment of non-financial assets	m) Impairment of non-financial assets Assets that are subject to depreciation and amortization, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If there are indicators of impairment, an evaluation is undertaken to determine whether the carrying amounts are in excess of their recoverable amounts. An asset’s recoverable amount is determined as the higher of its fair value less costs to sell and its value-in-use. Such reviews are undertaken on an asset-by-asset basis, except where assets do not generate cash flows independent of other assets, in which case the review is undertaken at the cash-generating unit level. If the carrying amount of an individual asset or cash-generating unit exceeds its recoverable amount, an impairment loss is recorded in the consolidated statements of (loss) income and comprehensive (loss) income value using a pre-tax discount rate which reflects the current market’s assessments of the time value of money and asset-specific risks for which the cash flow estimates have not been adjusted. Fair value less costs to sell is determined as the price that would be received to sell the asset or group of assets in an orderly transaction between market participants at the measurement date less incremental costs directly attributed to the disposal of the asset or group of assets. A reversal of a previously recognized impairment loss is recorded in the consolidated statements of (loss) income and comprehensive (loss) income when events or circumstances dictate that the estimates used to determine the recoverable amount have changed since the prior impairment loss was recognized. The carrying amount is increased to the recoverable amount but not beyond the carrying amount net of amortization which would have arisen if the prior impairment loss had not been recognized. After such a reversal, the amortization charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Financial instruments	n) Financial instruments Cash and cash equivalents and restricted cash are classified as loans and receivables and are recorded at amortized cost. Interest income is recognized by applying the effective interest rate. Derivative instruments, including embedded derivatives, are recorded at fair value through profit or loss and, accordingly, are recorded on the consolidated statements of financial position at fair value. Unrealized gains and losses on derivatives held for trading are recorded in profit or loss for the year. Fair values for derivative instruments are determined using valuation techniques, with assumptions based on market conditions existing at the consolidated statements of financial position date or settlement date of the derivative. Accounts payable, accrued liabilities and debt are classified as other financial liabilities and are recognized initially at fair value, net of any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are held at amortized cost using the effective interest method.
Impairment of financial assets	o) Impairment of financial assets The Company recognizes a loss allowance for expected credit losses on its financial assets. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If, at the reporting date, the credit risk on the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses.
Income taxes	p) Income taxes Income tax expense comprises current and deferred tax and is recognized in operations except to the extent that it relates to business combinations, or items recognized directly in equity or in other comprehensive loss. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is recognized at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
(Loss) earnings per share	q) (Loss) earnings per share Basic (loss) earnings per share is computed by dividing net (loss) income available to common shareholders by the weighted average number of common shares outstanding during the year. The Company applies the treasury stock method in calculating diluted (loss) earnings per share. Diluted (loss) earnings per share exclude all dilutive potential common shares if their effect is anti-dilutive.
Related party transactions	r) Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. Parties are also considered to be related if they are subject to common control or common significant influence. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.
Stock-based payments	s) Stock-based payments Equity-settled stock-based payments to employees and others providing similar services are measured at the fair value of equity instruments at the grant date. The fair value is measured at grant date, using the Black-Scholes option pricing model, and each tranche is recognized on a graded-vesting basis over the period in which options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to contributed surplus. Equity-settled stock-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted. These transactions are then measured at the date the entity obtains the goods or the counterparty renders the service. Consideration received on the exercise of stock options is recorded in share capital and the related stock-based payment in contributed surplus is transferred to share capital. Charges for options that are forfeited before vesting are reversed from equity.
Share Capital	t) Share Capital The Company uses the residual value approach in respect of unit offerings, whereby the amount assigned to the warrant is the excess of the unit price over the trading price of the Company’s shares at the date of issuance, if any.
Reportable segments	u) Reportable segments The Company operates as a single segment, which is the production and sale of buses, trucks and spare parts in North America, consistent with the internal reporting provided to the chief executive officer.
Recent accounting pronouncements	v) Recent accounting pronouncements Certain new accounting standards and interpretations have been published that are not mandatory for December 31, 2022 reporting periods and have not been early adopted by the Company. These standards are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.

BASIS OF PRESENTATION (Tables)

BASIS OF PRESENTATION (Tables)	12 Months Ended
	Dec. 31, 2022
Basis Of Presentation
Schedule of subsidiary	Schedule of subsidiary 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

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Summary Of Significant Accounting Policies
Schedule of property and equipment depreciation	Schedule of property and equipment depreciation Office equipment Declining balance, 20% - 55% Vehicles Declining balance, 30% Buses under lease Straight-line over the expected life of the bus, up to 12 years Asset under lease Straight-line, over lease term Plant and manufacturing equipment Straight-line, 25 years

TRADE AND OTHER RECEIVABLES (Ta

TRADE AND OTHER RECEIVABLES (Tables)	12 Months Ended
	Dec. 31, 2022
Trade and other receivables [abstract]
Schedule of trade and other receivables	Schedule of trade and other receivables December 31, 2022 December 31, 2021 $ $ Trade receivable 1,076 1,268 Income tax receivable 160 — Sales tax receivable 21 37 Duties receivable 162 649 Receivable from manufacturer 1,236 856 Total Trade and other receivables 2,655 2,810

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
	Dec. 31, 2022
Disclosure Inventory Abstract
Disclosure of inventory	Disclosure of inventory December 31, 2022 December 31, 2021 $ $ Finished goods 8,098 6,472 Work in progress – vehicles 42 41 Parts for resale 1,928 2,903 Total Inventory 10,068 9,416

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Intangible Assets
Schedule of intangible assets	Schedule of intangible assets Purchased Intellectual Property (a) Developed Intellectual Property (b) Software Total $ $ $ $ Cost Balance at December 31, 2020 1,248 441 782 2,471 Additions 19,495 1,720 488 21,703 Foreign exchange (458 ) (5 ) (21 ) (484 ) At December 31, 2021 20,285 2,156 1,249 23,690 Additions — 203 — 203 Reduction of deferred consideration (4,639 ) — — (4,639 ) Write-down of intangible asset — — (345 ) (345 ) Foreign exchange (1,593 ) 262 (86 ) (1,417 ) At December 31, 2022 14,053 2,621 818 17,492 Accumulated Amortization Balance at December 31, 2020 506 — 257 763 Depreciation 473 — 97 570 Foreign exchange 4 — — 4 At December 31, 2021 983 — 354 1,337 Depreciation 1,954 3 94 2,051 Foreign exchange (142 ) — (27 ) (169 ) At December 31, 2022 2,795 3 421 3,219 Carrying Value At December 31, 2021 19,302 2,156 895 22,353 At December 31, 2022 11,258 2,618 397 14,273 a) On June 10, 2015, the Company entered into a compensation for services agreement with a customer to formalize compensation for the services provided in the development of the Vicinity bus. On September 29, 2017, the Company entered into a new agreement and terminated the prior service agreement. Under the new agreement, the previously accrued royalty payable to the customer and all future royalty payments are removed in exchange for the delivery of up to 8 buses over the next 8 years without payment to the Company. The new agreement is an intangible asset as it represents the acquisition of the customer’s interest in the intellectual property of the Vicinity Bus represented by the royalty. The intangible asset is being amortized over an 8-year period representing the useful life of the intellectual property related to the Vicinity bus.

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2022
Property And Equipment
Schedule of property and equipment	Schedule of property and equipment Buses Available for Lease (a) Office Equipment Right-of-Use Asset Vehicles Land (b) Plant and Equipment Total $ $ $ $ $ $ $ Cost At December 31, 2020 2,924 794 591 350 — 70 4,729 Additions 3,522 1,109 27 — 1,760 3,922 10,340 Disposals ( 2,350 ) — — — — — (2,350 ) Foreign exchange 19 3 2 1 — — 25 At December 31, 2021 4,115 1,906 620 351 1,760 3,992 12,744 Additions 399 2,123 2,242 — — 8,791 13,555 Disposals (285 ) (6 ) — — — — (291 ) Foreign exchange (79 ) (295 ) (161 ) (22 ) — — (557 ) At December 31, 2022 4,150 3,728 2,701 329 1,760 12,783 25,451 Accumulated Amortization At December 31, 2020 791 267 312 192 — — 1,562 Disposals (319 ) — — — — — (319 ) Depreciation 369 66 193 42 — — 670 Foreign exchange (2 ) — (1 ) — — — (3 ) At December 31, 2021 839 333 504 234 — — 1,910 Disposals (22 ) (1 ) — — — — (23 ) Depreciation 394 88 403 30 — — 915 Foreign exchange 123 (25 ) (46 ) (16 ) — — 36 At December 31, 2022 1,334 395 861 248 — — 2,838 Carrying Value December 31, 2021 3,276 1,573 116 117 1,760 3,992 10,834 December 31, 2022 2,816 3,333 1,840 81 1,760 12,783 22,613

DEFERRED REVENUE (Tables)

DEFERRED REVENUE (Tables)	12 Months Ended
	Dec. 31, 2022
Deferred Revenue
Schedule of deferred revenue	Schedule of deferred revenue December 31, 2022 December 31, 2021 $ $ Sales deposits – future delivery of buses 453 — Future delivery of buses (a) — 1,003 Future delivery of buses (b) 1,929 2,190 Deferred revenue 2,382 3,193 Less: current portion 2,382 3,193 Long-term portion of deferred revenue — —

PROVISION FOR WARRANTY COST (Ta

PROVISION FOR WARRANTY COST (Tables)	12 Months Ended
	Dec. 31, 2022
Provision For Warranty Cost
Schedule of provision for warranty cost	Schedule of provision for warranty cost $ 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 499 Warranty claims applied (841 ) Change in estimate of warranty provision 421 Change in foreign exchange (39 ) Balance at December 31, 2022 1,709 Less: Current portion 1,585 Long-term portion of warranty provision 124

CURRENT DEBT FACILITIES (Tables

CURRENT DEBT FACILITIES (Tables)	12 Months Ended
	Dec. 31, 2022
Current Debt Facilities
Schedule of current debt facilities	Schedule of current debt facilities December 31, 2022 December 31, 2021 $ $ Unsecured debentures - 2021 (a) 6,587 7,143 Unsecured debentures - 2020 (b) — — Private loan (c) — — 6,587 7,143

OTHER LONG-TERM LIABILITIES (Ta

OTHER LONG-TERM LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2022
Other Long-term Liabilities
Schedule of lease obligation	Schedule of lease obligation December 31, 2022 December 31, 2021 $ $ Lease obligation (a) 1,883 116 Vehicles 69 110 Less: Current portion (449 ) (134 ) 1,503 92
Schedule of long term lease liabilities	Schedule of long term lease liabilities December 31, 2022 $ Undiscounted minimum lease payments: Less than one year 485 One to two years 467 Two to three years 476 Three to six years 622 2,050 Effect of discounting (167 ) Present value of minimum lease payments – total lease liability 1,883 Less: Current portion (418 ) Long-term lease liabilities 1,465

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	12 Months Ended
	Dec. 31, 2022
Share Capital
Schedule of share purchase warrants	Schedule of share purchase warrants Number of Warrants Weighted Average Exercise Price C$ Outstanding, December 31, 2019 — — Issued 1,934,100 3.89 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 5,577,778 3.84 Forfeited (412,000 ) 4.50 Outstanding, December 31, 2022 7,573,082 4.53
Summary of share option activity	Summary of share option activity Number of Options Weighted Average Exercise Price C$ Outstanding, December 31, 2019 1,213,320 2.25 Issued 433,333 3.15 Forfeited (298,333 ) 2.01 Exercised (175,000 ) 2.22 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 387,500 1.60 Forfeited (341,670 ) 5.21 Exercised (66,661 ) 1.40 Outstanding, December 31, 2022 1,580,826 3.79
Schedule of weighted average assumptions	Schedule of weighted average assumptions December 31, 2022 December 31, 2021 December 31, 2020 Fair value at grant date (C$) $ 0.75 $ 4.20 $ 0.42 Fair value at grant date (US$) $ 0.56 $ 3.27 $ 0.32 Risk-free interest rate 3.47 % 0.42 % 0.30 % Expected life of options 5 4 4 Expected dividend rate 0 % 0 % 0 % Annualized volatility 97 % 90 % 82 % Forfeiture rate 14 % 3 % 3 %
Schedule of stock options outstanding	Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Price Remaining Contractual Life (Years) Expiry Date C$ April 4, 2018 83,333 83,333 5.25 0.26 April 4, 2023 April 26, 2018 83,333 83,333 4.35 0.32 April 26, 2023 May 29, 2018 83,333 83,333 4.35 0.41 May 29, 2023 January 17, 2019 166,666 166,666 2.40 1.05 January 17, 2024 November 15, 2019 233,333 233,333 1.50 1.88 November 15, 2024 November 28, 2019 16,666 16,666 1.56 1.91 November 28, 2024 May 4, 2020 24,999 24,999 1.20 2.34 May 4, 2025 November 23, 2020 66,664 66,664 6.15 2.90 November 23, 2025 January 12, 2021 333,333 333,333 6.51 3.03 January 11, 2026 February 1, 2021 41,666 34,722 9.36 3.09 January 31, 2026 April 27, 2021 60,000 30,000 7.24 3.32 April 26, 2026 March 31, 2022 40,000 6,666 2.98 4.25 March 30, 2027 September 22, 2022 250,000 — 1.50 2.73 September 21, 2025 November 25, 2022 97,500 — 1.30 4.90 November 24, 2027 Total 1,580,826 1,163,048
Schedule of restricted share units	Schedule of restricted share units Number of RSUs Outstanding, December 31, 2019 33,333 Issued 100,000 Vested (133,333 ) Outstanding, December 31, 2020 — Issued 166,000 Outstanding, December 31, 2021 166,000 Vested (166,000 ) Outstanding, December 31, 2022 —
Schedule of deferred share units	Schedule of deferred share units Number of DSUs Outstanding, December 31, 2019 22,619 Issued 72,522 Outstanding, December 31, 2020 95,141 Issued 75,650 Outstanding, December 31, 2021 170,791 Issued 452,910 Outstanding, December 31, 2022 623,701

RELATED PARTY BALANCES AND TR_2

RELATED PARTY BALANCES AND TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Related Party Balances And Transactions
Schedule of related party transactions	Schedule of related party transactions Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 $ $ $ Salaries and Benefits 1,187 1,572 959 Stock-based compensation 1,345 869 554 Non-executive directors’ fees — — 15 Total 2,532 2,441 1,528

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax
Schedule of income tax expenses	Schedule of income tax expenses December 31, 2022 December 31, 2021 December 31, 2020 $ $ $ Loss before tax (17,746 ) (6,859 ) (3,160 ) Combined statutory tax rates 27 % 27 % 27 % Expected tax recovery (4,791 ) (1,852 ) (853 ) Non-deductible items (60 ) 369 214 Share issuance costs — (1,198 ) (134 ) Other (41 ) 94 (324 ) Differences in foreign tax rates 9 (13 ) 2 Change in unrecognized deferred tax assets 5,085 3,064 1,171 Current income tax expense 202 464 76
Schedule of deferred tax asset	Schedule of deferred tax asset December 31, 2022 December 31, 2021 $ $ Deferred tax assets (liabilities): Tax loss carry-forwards 11,747 7,480 Property and equipment (54 ) (5 ) Intangible asset (529 ) (838 ) Warranty provision 440 432 Financing costs 1,213 1,161 Other provisions (28 ) 220 Deferred tax assets 12,789 8,450 Unrecognized deferred tax assets (12,789 ) (8,450 ) Recognized net deferred tax assets — —
Schedule of non-capital loss carry forwards	Schedule of non-capital loss carry forwards $ 2031 404 2032 835 2033 498 2034 2,094 2035 2,944 2036 4,235 2037 1,092 2038 1,511 2039 1,457 2040 3,159 2041 7,657 2042 15,026 Non Capital Losses 40,912

FINANCIAL INSTRUMENTS (Tables)

FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Financial Instruments
Disclosure of financial assets	Disclosure of financial assets December 31, 2022 December 31, 2021 $ $ Assets: Measured at amortized cost (i) 4,277 7,212 Liabilities: Amortized cost (ii) 14,108 10,284 Fair value through P&L (iii) — 4,602
Disclosure of financial liabilities	Disclosure of financial liabilities Carrying Amount Contractual Cash Flows Within 1 year 1 to 2 years 2 to 3 years 3 to 6 years $ $ $ $ $ $ At December 31, 2022 Accounts payable 4,942 (4,942 ) (4,942 ) — — — Current debt facilities 6,587 (8,822 ) (8,822 ) — — — Credit facility 628 (628 ) (628 ) Other long-term liabilities 1,952 (2,120 ) (513 ) (480 ) (486 ) (641 ) Total 14,109 (16,512 ) (14,905 ) (480 ) (486 ) (641 )
Disclosure of CAD dollar foreign currency balance sheet exposure	Disclosure of CAD dollar foreign currency balance sheet exposure 2022 $ Net Canadian dollar monetary asset (liability) CAD thousands (9,031 ) Net US dollar monetary asset (liability) USD thousands (749 )

REVENUE (Tables)

REVENUE (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue
Schedule of revenue	Schedule of revenue Year ended Year ended Year ended December 31, 2022 December 31, 2021 December 31, 2020 $ $ $ Vehicle Sales: Bus Sales 11,699 38,197 16,247 Truck Sales 982 — — Shuttle Sales 484 — — Other revenue: Spare part sales 5,183 2,701 2,436 Operating lease revenue 127 810 871 Total Revenue 18,475 41,708 19,554

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Information
Schedule of geographic distribution	Schedule of geographic distribution Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 $ $ $ Canada Bus sales 7,429 10,925 12,447 Spare part sales 4,516 2,504 2,258 Truck sales 982 — — Shuttle sales 484 — 162 United States Bus sales 4,270 27,272 3,800 Spare part sales 667 197 178 Operating lease revenue 127 810 709 Total 18,475 41,708 19,554

EFFECT OF THE CHANGE IN PRESE_2

EFFECT OF THE CHANGE IN PRESENTATION CURRENCY (Tables)	12 Months Ended
	Dec. 31, 2022
Effect Of Change In Presentation Currency
Schedule of Currency change	Schedule of Currency change For the year ended December 31, 2020 USD CAD $ $ Revenue Bus sales 16,247 21,666 Other 3,307 4,403 19,554 26,069 Cost of sales (16,977 ) (22,727 ) Gross margin 2,577 3,342 Expenses Sales and administration 4,522 6,035 Stock-based compensation 738 963 Amortization 480 643 Interest and finance costs 545 730 Foreign exchange loss (gain) (548 ) (725 ) Expenses 5,737 7,646 Loss before taxes (3,160 ) (4,304 ) Current income tax expense 76 98 Net loss (3,236 ) (4,402 ) Loss per share Basic & diluted (0.13 ) (0.17 ) Weighted average number of common shares outstanding Basic & diluted 25,759,134 25,759,134 For the year ended December 31, 2020 USD CAD $ $ Net loss (3,236 ) (4,402 ) Other comprehensive loss Items that may be reclassified subsequently to net loss Exchange differences on translation of foreign operations 282 (3 ) Total other comprehensive income (loss) 282 (3 ) Total comprehensive loss (2,954 ) (4,405 )

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details)	12 Months Ended
	Dec. 31, 2022
Vicinity Motor Corp. [Member]
Reserve Quantities [Line Items]
Company name	Vicinity Motor Corp.
Location	British Columbia
Holding percentage	Parent Company
Functional Currency	United States Dollar (Canadian Dollar up to October 5, 2021)
Vicinity Motor Bus Corp [Member]
Reserve Quantities [Line Items]
Company name	Vicinity Motor (Bus) Corp.
Location	British Columbia
Holding percentage	100
Functional Currency	Canadian Dollar
Vicinity Motor Bus U S A Corp [Member]
Reserve Quantities [Line Items]
Company name	Vicinity Motor (Bus) USA Corp.
Location	United States
Holding percentage	100
Functional Currency	United States Dollar

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative) $ in Thousands	Dec. 31, 2022 USD ($)
Basis Of Presentation
Recoverable amount	$ 12,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2022
Office equipment [member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Declining balance, 20% - 55%
Vehicles [member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Declining balance, 30%
Buses Under Lease [Member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Straight-line over the expected life of the bus, up to 12 years
RightOfUseAsset [member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Straight-line, over lease term
Property Equipment [Member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Straight-line, 25 years

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2022
Minimum [Member]
IfrsStatementLineItems [Line Items]
Intangible assets useful life	8 years
Maximum [Member]
IfrsStatementLineItems [Line Items]
Intangible assets useful life	10 years

TRADE AND OTHER RECEIVABLES (De

TRADE AND OTHER RECEIVABLES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Trade and other receivables [abstract]
Trade receivable	$ 1,076	$ 1,268
Income tax receivable	160
Sales tax receivable	21	37
Duties receivable	162	649
Receivable from manufacturer	1,236	856
Total Trade and other receivables	$ 2,655	$ 2,810

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Disclosure Inventory Abstract
Finished goods	$ 8,098	$ 6,472
Work in progress – vehicles	42	41
Parts for resale	1,928	2,903
Total Inventory	$ 10,068	$ 9,416

INVENTORY (Details Narrative)

INVENTORY (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure Inventory Abstract
Finished goods	$ 1,227
Inventory expense	$ 14,408	$ 31,914	$ 13,834

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
IfrsStatementLineItems [Line Items]
Balance at ending		$ 23,690	$ 2,471
Additions		203	21,703
Foreign exchange		(1,417)	(484)
Reduction of deferred consideration		(4,639)
Write-down of intangible asset		(345)
Balance at ending		17,492	23,690
Balance at ending		1,337	763
Depreciation		2,051	570
Foreign exchange		(169)	4
Balance at ending		3,219	1,337
Carrying Value		14,273	22,353
Purchased Intellectual Property [Member]
IfrsStatementLineItems [Line Items]
Balance at ending	[1]	20,285	1,248
Additions	[1]		19,495
Foreign exchange	[1]	(1,593)	(458)
Reduction of deferred consideration	[1]	(4,639)
Write-down of intangible asset	[1]
Balance at ending	[1]	14,053	20,285
Balance at ending	[1]	983	506
Depreciation	[1]	1,954	473
Foreign exchange	[1]	(142)	4
Balance at ending	[1]	2,795	983
Carrying Value	[1]	11,258	19,302
Developed Intellectual Property [Member]
IfrsStatementLineItems [Line Items]
Balance at ending		2,156	441
Additions		203	1,720
Foreign exchange		262	(5)
Reduction of deferred consideration
Write-down of intangible asset
Balance at ending		2,621	2,156
Balance at ending
Depreciation		3
Foreign exchange
Balance at ending		3
Carrying Value		2,618	2,156
Software [Member]
IfrsStatementLineItems [Line Items]
Balance at ending		1,249	782
Additions			488
Foreign exchange		(86)	(21)
Reduction of deferred consideration
Write-down of intangible asset		(345)
Balance at ending		818	1,249
Balance at ending		354	257
Depreciation		94	97
Foreign exchange		(27)
Balance at ending		421	354
Carrying Value		$ 397	$ 895
[1] On June 10, 2015, the Company entered into a compensation for services agreement with a customer to formalize compensation for the services provided in the development of the Vicinity bus. On September 29, 2017, the Company entered into a new agreement and terminated the prior service agreement. Under the new agreement, the previously accrued royalty payable to the customer and all future royalty payments are removed in exchange for the delivery of up to 8 buses over the next 8 years without payment to the Company. The new agreement is an intangible asset as it represents the acquisition of the customer’s interest in the intellectual property of the Vicinity Bus represented by the royalty. The intangible asset is being amortized over an 8-year period representing the useful life of the intellectual property related to the Vicinity bus.

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets
Licensing fee		$ 19,484
Interest and finance costs		78
Deferred consideration	$ 4,640
Proceeds from government subsidy	$ 817

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period		$ 10,834
Property, plant and equipment at ending of period		22,613	$ 10,834
Busesr Available For Lease [Member]
IfrsStatementLineItems [Line Items]
Carrying Value	[1]	2,816	3,276
Office equipment [member]
IfrsStatementLineItems [Line Items]
Carrying Value		3,333	1,573
Right Of Use Asset [member]
IfrsStatementLineItems [Line Items]
Carrying Value		1,840	116
Vehicles [member]
IfrsStatementLineItems [Line Items]
Carrying Value		81	117
Land [member]
IfrsStatementLineItems [Line Items]
Carrying Value	[2]	1,760	1,760
Property Equipment [Member]
IfrsStatementLineItems [Line Items]
Carrying Value		12,783	3,992
Gross carrying amount [member]
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period		12,744	4,729
Additions		13,555	10,340
Disposals		(291)	(2,350)
Foreign exchange		(557)	25
Property, plant and equipment at ending of period		25,451	12,744
Gross carrying amount [member] | Busesr Available For Lease [Member]
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period	[1]	4,115	2,924
Additions	[1]	399	3,522
Disposals	[1]	(285)	2,350
Foreign exchange	[1]	(79)	19
Property, plant and equipment at ending of period	[1]	4,150	4,115
Gross carrying amount [member] | Office equipment [member]
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period		1,906	794
Additions		2,123	1,109
Disposals		(6)
Foreign exchange		(295)	3
Property, plant and equipment at ending of period		3,728	1,906
Gross carrying amount [member] | Right Of Use Asset [member]
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period		620	591
Additions		2,242	27
Disposals
Foreign exchange		(161)	2
Property, plant and equipment at ending of period		2,701	620
Gross carrying amount [member] | Vehicles [member]
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period		351	350
Additions
Disposals
Foreign exchange		(22)	1
Property, plant and equipment at ending of period		329	351
Gross carrying amount [member] | Land [member]
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period	[2]	1,760
Additions	[2]		1,760
Disposals	[2]
Foreign exchange	[2]
Property, plant and equipment at ending of period	[2]	1,760	1,760
Gross carrying amount [member] | Property Equipment [Member]
IfrsStatementLineItems [Line Items]
Property, plant and equipment at beginning of period		3,992	70
Additions		8,791	3,922
Disposals
Foreign exchange
Property, plant and equipment at ending of period		12,783	3,992
Accumulated depreciation and amortisation [member]
IfrsStatementLineItems [Line Items]
Disposals		(23)	(319)
Foreign exchange		36	(3)
Property, plant and equipment at beginning of period		1,910	1,562
Depreciation		915	670
Property, plant and equipment at ending of period		2,838	1,910
Carrying Value		22,613	10,834
Accumulated depreciation and amortisation [member] | Busesr Available For Lease [Member]
IfrsStatementLineItems [Line Items]
Disposals	[1]	(22)	(319)
Foreign exchange	[1]	123	(2)
Property, plant and equipment at beginning of period	[1]	839	791
Depreciation	[1]	394	369
Property, plant and equipment at ending of period	[1]	1,334	839
Accumulated depreciation and amortisation [member] | Office equipment [member]
IfrsStatementLineItems [Line Items]
Disposals		(1)
Foreign exchange		(25)
Property, plant and equipment at beginning of period		333	267
Depreciation		88	66
Property, plant and equipment at ending of period		395	333
Accumulated depreciation and amortisation [member] | Right Of Use Asset [member]
IfrsStatementLineItems [Line Items]
Disposals
Foreign exchange		(46)	(1)
Property, plant and equipment at beginning of period		504	312
Depreciation		403	193
Property, plant and equipment at ending of period		861	504
Accumulated depreciation and amortisation [member] | Vehicles [member]
IfrsStatementLineItems [Line Items]
Disposals
Foreign exchange		(16)
Property, plant and equipment at beginning of period		234	192
Depreciation		30	42
Property, plant and equipment at ending of period		248	234
Accumulated depreciation and amortisation [member] | Land [member]
IfrsStatementLineItems [Line Items]
Disposals	[2]
Foreign exchange	[2]
Property, plant and equipment at beginning of period	[2]
Depreciation	[2]
Property, plant and equipment at ending of period	[2]
Accumulated depreciation and amortisation [member] | Property Equipment [Member]
IfrsStatementLineItems [Line Items]
Disposals
Foreign exchange
Property, plant and equipment at beginning of period
Depreciation
Property, plant and equipment at ending of period
[1]As at December 31, 2022, $573 of buses available for lease had been returned to the Company and are no longer under a lease contract with a customer (December 31, 2021: $920).[2]During 2021, the Company purchased land and began construction of a new manufacturing facility in Ferndale, Washington, USA.

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property And Equipment
Property and equipment pledged security	$ 14,543
Loss on disposal of property and equipment	27	$ 542	$ 76
Property and equipment realizable value	$ 85

CREDIT FACILITY (Details Narrat

CREDIT FACILITY (Details Narrative) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2017 CAD ($)
Reserve Quantities [Line Items]
Credit facility	$ 628	$ 0	$ 850	$ 20,000
Credit Facility interest Description	The terms of the agreement were amended on October 23, 2020, renewing the credit facility for a three-year term. The credit facility bears interest at a rate of 0.75% - 1% plus Canadian prime rate for loans denominated in Canadian dollars and 0.75% - 1% plus US prime rate for loans denominated in US dollars
Canada [Member]
Reserve Quantities [Line Items]
Credit facility	$ 30,000

DEFERRED REVENUE (Details)

DEFERRED REVENUE (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Deferred Revenue
Sales deposits		$ 453
Future delivery of buses	[1]		1,003
Future delivery of buses	[2]	1,929	2,190
Deferred revenue		2,382	3,193
Less: current portion		2,382	3,193
Long-term portion of deferred revenue
[1]The Company has recognized deferred revenue and an intangible asset in relation to an agreement with a customer to provide buses in the future (Note 7). In 2017 the contract was modified to provide for one diesel[2]During the year ended December 31, 2022, the Company recognized deferred revenue in relation to a non-cash agreement with a customer in which the customer provided the Company with 8 used buses in exchange for 8 leased buses to be leased until the delivery of the 8 new buses are provided in 2023. As a result, the Company has recognized $127 as lease revenue (December 31, 2021: $14) and has a deferred revenue balance of $1,929 as at December 31, 2022.

DEFERRED REVENUE (Details Narra

DEFERRED REVENUE (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Deferred Revenue
Interest expense on deferred revenue	$ 4	$ 80

PROVISION FOR WARRANTY COST (De

PROVISION FOR WARRANTY COST (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Provision For Warranty Cost
Balance at beginning	$ 1,669	$ 800
Additions	499	1,598
Warranty claims applied	(841)	(1,073)
Change in estimate of warranty provision	421	344
Change in foreign exchange	(39)
Balance at end	1,709
Current warranty provision	1,585
Warranty provision	$ 124	$ 1,669

CURRENT DEBT FACILITIES (Detail

CURRENT DEBT FACILITIES (Details) - USD ($) $ in Thousands		Dec. 31, 2022	Dec. 31, 2021
Current Debt Facilities
Unsecured debentures - 2021	[1]	$ 6,587	$ 7,143
Unsecured debentures - 2020	[2]
Private loan	[3]
Current debt facilities		$ 6,587	$ 7,143
[1]On October 5, 2021, the Company issued C$10,300 in unsecured debentures with a maturity 12 months from the date of issue. On June 15, 2022, the maturity date of the debentures was extended to October 4, 2023, with the extension being treated as a modification of the original debt with the classification changing from current to long-term liabilities. As a result, a gain of $803 on modification of debt was recorded during the three months ended June 30, 2022. In connection with the extension, the Company cancelled 412,000 warrants from the previous agreement. On extension the Company issued 1,000,000 warrants to purchase common shares at an exercise price of C$2.25 per share. The value of these warrants was incorporated in the $803 gain on modification of debt. The warrants expire on the debt maturity date of October 4, 2023.[2]On March 20, 2020, the Company issued C$1,750 in unsecured debentures with a maturity 12 months from the date of issue. The debentures were issued at a discount of 2% and include 10% annual interest paid at maturity; the Company incurred borrowing costs of $82 and the debt has an effective interest rate of 16%.[3]The loan bears annual interest at a rate of 10%. During the year ended December 31, 2021, the Company incurred $14 (December 31, 2020: $68) in interest expense on this loan, of which $nil is included in accounts payable and accrued liabilities at December 31, 2021 (December 31, 2020: $nil)

CURRENT DEBT FACILITIES (Deta_2

CURRENT DEBT FACILITIES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 15, 2022	Dec. 31, 2022	Dec. 31, 2021
Current Debt Facilities
Annual interest	8%
Borrowing costs	$ 449
Effective interest rate	24%
Interest expense on debt		$ 1,748	$ 411
Accounts payable and accrued liabilities		$ 765

OTHER LONG-TERM LIABILITIES (De

OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Long-term Liabilities
Lease obligation	$ 1,883	$ 116
Vehicles	69	110
Current portion of other long-term liabilities	(449)	(134)
Other long-term liabilities	$ 1,503	$ 92

OTHER LONG-TERM LIABILITIES (_2

OTHER LONG-TERM LIABILITIES (Details 1) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Long-term Liabilities
Lease less than one year	$ 485
Lease one to two years	467
Lease Two to three years	476
Lease three to six years	622
Gross lease liabilities	2,050
Effect of discounting	(167)
Present value of minimum lease payments - total lease liability	1,883	$ 116
Less: Current portion	(418)
Long-term lease liabilities	$ 1,465

SHARE CAPITAL (Details)

SHARE CAPITAL (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Capital
Outstanding - beginning of year	2,407,304	1,934,100
Outstanding - beginning of year (in CAD per share)	$ 6.64	$ 3.89
Issued	5,577,778	2,407,304	1,934,100
Issued (in CAD per share)	$ 3.84	$ 6.64	$ 3.89
Forfeited	(412,000)	(9,379)
Forfeited (in CAD per share)	$ 4.50	$ 4.50
Exercised		(1,924,721)
Exercised (in CAD per share)		$ 3.89
Outstanding - ending of year	7,573,082	2,407,304	1,934,100
Outstanding - ending of year (in CAD per share)	$ 4.53	$ 6.64	$ 3.89

SHARE CAPITAL (Details 1)

SHARE CAPITAL (Details 1)	12 Months Ended
	Dec. 31, 2022 shares $ / shares	Dec. 31, 2021 shares $ / shares	Dec. 31, 2020 shares $ / shares
Share Capital
Outstanding - beginning of year | shares	1,601,657	1,173,320	1,213,320
Outstanding - beginning of year (in CAD per share) | $ / shares	$ 4.52	$ 2.70	$ 2.25
Issued | shares	387,500	684,999	433,333
Granted (in CAD per share) | $ / shares	$ 1.60	$ 6.71	$ 3.15
Forfeited | shares		(341,670)	(298,333)
Forfeited (in USD per share) | $ / shares	$ 5.21		$ 2.01
Exercised | shares	(66,661)	(256,662)	(175,000)
Exercised (in CAD per share) | $ / shares	$ 1.40	$ 2.06	$ 2.22
Outstanding - ending of year | shares	1,580,826	1,601,657	1,173,320
Outstanding - end of year (in CAD per share) | $ / shares	$ 3.79	$ 4.52	$ 2.70

SHARE CAPITAL (Details 2)

SHARE CAPITAL (Details 2)	12 Months Ended
	Dec. 31, 2022 $ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares	Dec. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares	Dec. 31, 2020 $ / shares
Share Capital
Fair value at grant date (in CAD per share) | (per share)	$ 0.56	$ 0.75	$ 3.27	$ 4.20	$ 0.32	$ 0.42
Risk-free interest rate	3.47%	3.47%	0.42%	0.42%	0.30%	0.30%
Expected life of options	5 years	5 years	4 years	4 years	4 years	4 years
Annual dividend rate	0%	0%	0%	0%	0%	0%
Annualized volatility	97%	97%	90%	90%	82%	82%
Forfeiture rate	14%	14%	3%	3%	3%	3%

SHARE CAPITAL (Details 3)

SHARE CAPITAL (Details 3)	12 Months Ended
	Dec. 31, 2022 shares $ / shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares
IfrsStatementLineItems [Line Items]
Number of options outstanding	1,580,826	1,601,657	1,173,320	1,213,320
Number of options exercisable	1,163,048
Range 1 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	83,333
Number of options exercisable	83,333
Exercise price | $ / shares	$ 5.25
Remaining contractual life	3 months 3 days
Expiry date	Apr. 04, 2023
Range 2 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	83,333
Number of options exercisable	83,333
Exercise price | $ / shares	$ 4.35
Remaining contractual life	3 months 25 days
Expiry date	Apr. 26, 2023
Range 3 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	83,333
Number of options exercisable	83,333
Exercise price | $ / shares	$ 4.35
Remaining contractual life	4 months 28 days
Expiry date	May 29, 2023
Range 4 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	166,666
Number of options exercisable	166,666
Exercise price | $ / shares	$ 2.40
Remaining contractual life	1 year 18 days
Expiry date	Jan. 17, 2024
Range 5 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	233,333
Number of options exercisable	233,333
Exercise price | $ / shares	$ 1.50
Remaining contractual life	1 year 10 months 17 days
Expiry date	Nov. 15, 2024
Range 6 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	16,666
Number of options exercisable	16,666
Exercise price | $ / shares	$ 1.56
Remaining contractual life	1 year 10 months 28 days
Expiry date	Nov. 28, 2024
Range 7 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	24,999
Number of options exercisable	24,999
Exercise price | $ / shares	$ 1.20
Remaining contractual life	2 years 4 months 2 days
Expiry date	May 04, 2025
Range 8 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	66,664
Number of options exercisable	66,664
Exercise price | $ / shares	$ 6.15
Remaining contractual life	2 years 10 months 24 days
Expiry date	Nov. 23, 2025
Range 9 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	333,333
Number of options exercisable	333,333
Exercise price | $ / shares	$ 6.51
Remaining contractual life	3 years 10 days
Expiry date	Jan. 11, 2026
Range 10 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	41,666
Number of options exercisable	34,722
Exercise price | $ / shares	$ 9.36
Remaining contractual life	3 years 1 month 2 days
Expiry date	Jan. 31, 2026
Range 11 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	60,000
Number of options exercisable	30,000
Exercise price | $ / shares	$ 7.24
Remaining contractual life	3 years 3 months 25 days
Expiry date	Apr. 26, 2026
Range 12 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	40,000
Number of options exercisable	6,666
Exercise price | $ / shares	$ 2.98
Remaining contractual life	4 years 3 months
Expiry date	Mar. 30, 2027
Range 13 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	250,000
Number of options exercisable
Exercise price | $ / shares	$ 1.50
Remaining contractual life	2 years 8 months 23 days
Expiry date	Sep. 21, 2025
Range 14 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	97,500
Number of options exercisable
Exercise price | $ / shares	$ 1.30
Remaining contractual life	4 years 10 months 24 days
Expiry date	Nov. 24, 2027

SHARE CAPITAL (Details 4)

SHARE CAPITAL (Details 4) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Capital
Restricted stock outstanding, beginning balance	166,000		33,333
Restricted stock, issued		166,000	100,000
Restricted stock, vested	(166,000)		(133,333)
Restricted stock outstanding, ending balance		166,000

SHARE CAPITAL (Details 5)

SHARE CAPITAL (Details 5) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Capital
Deferred stock outstanding, beginning balance	170,791	95,141	22,619
Deferred stock, issued	452,910	75,650	72,522
Deferred stock outstanding, ending balance	623,701	170,791	95,141

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
IfrsStatementLineItems [Line Items]
Issuance of shares private placement	$ 12,000
Share issuance costs	1,283	$ 3,567
Share issuance costs	205
Proceeds from exercise of warrants	6,244	6,128
Proceeds from exercise of options	75	416	$ 300
Issuance of shares private placement	$ 18,449	$ 17,563	6,608
Issunace of convertable debt exercised			$ 445
Warrants Issued for private placement	4,444,445	1,995,304	1,584,100
Warrants agent issued for private placement	133,333
Warrant issued for debt agreement	1,000,000	412,000	350,000
Options vested value	$ 116	$ 814	$ 531
Stock-based compensation		$ 216	$ 109
Deferred Share Units issued		75,650	72,522
Value of deferred share units issued	$ 569	$ 323	$ 97
Consulting Firms [Member]
IfrsStatementLineItems [Line Items]
Stock option granted	387,500	160,000	233,333
Executives And Directors [Member]
IfrsStatementLineItems [Line Items]
Stock option granted		524,999	200,000
Issued capital [member]
IfrsStatementLineItems [Line Items]
Issuance of shares - private placement, Shares	4,444,445
Issuance of shares - warrants exercised, Shares	5,118,554	1,924,721
Proceeds from exercise of warrants		$ 6,269
Issuance of restricted stock units shares	166,000
Issuance of shares - options exercised, Shares	66,661	256,662	175,000
Proceeds from exercise of options	$ 98	$ 615	$ 442
Issuance of shares - private placement, Shares	9,562,999	4,114,242	2,886,373
Issuance of shares private placement	$ 18,449	$ 17,563	$ 6,608
Issuance of shares - convertible debt exercised, Shares			612,578
Issuance of shares - RSU vested, Shares	166,000		133,333

RELATED PARTY BALANCES AND TR_3

RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Balances And Transactions
Salaries and Benefits	$ 1,187	$ 1,572	$ 959
Stock-based compensation	1,345	869	554
Non-executive directors’ fees			15
Total	$ 2,532	$ 2,441	$ 1,528

RELATED PARTY BALANCES AND TR_4

RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Balances And Transactions
Lease payments	$ 215	$ 191	$ 159
Depreciation and interest expense of lease	231	179	$ 160
Accounts payable	$ 1	$ 1

INCOME TAX (Details)

INCOME TAX (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Income Tax
Loss before tax	$ (17,746)	$ (6,859)	$ (3,160)	$ (4,304)
Combined statutory tax rates	27%	27%	27%	27%
Expected tax recovery	$ (4,791)	$ (1,852)	$ (853)
Non-deductible items	(60)	369	214
Share issuance costs		(1,198)	(134)
Other	(41)	94	(324)
Differences in foreign tax rates	9	(13)	2
Change in unrecognized deferred tax assets	5,085	3,064	1,171
Current income tax expense	$ 202	$ 464	$ 76

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets (liabilities):
Tax loss carry-forwards	$ 11,747	$ 7,480
Property and equipment	(54)	(5)
Intangible asset	(529)	(838)
Warranty provision	440	432
Financing costs	1,213	1,161
Other provisions	(28)	220
Deferred tax assets	12,789	8,450
Unrecognized deferred tax assets	(12,789)	(8,450)
Recognized net deferred tax assets

INCOME TAX (Details 2)

INCOME TAX (Details 2) $ in Thousands	Dec. 31, 2022 USD ($)
Income Tax
2031	$ 404
2032	835
2033	498
2034	2,094
2035	2,944
2036	4,235
2037	1,092
2038	1,511
2039	1,457
2040	3,159
2041	7,657
2042	15,026
Non Capital Losses	$ 40,912

FINANCIAL INSTRUMENTS (Details)

FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands		Dec. 31, 2022	Dec. 31, 2021
Assets:
Measured at amortized cost (i)	[1]	$ 4,277	$ 7,212
Liabilities:
Amortized cost (ii)	[2]	14,108	10,284
Fair value through P&L (iii)	[3]		$ 4,602
[1] Cash, restricted cash and trade and other receivables Accounts payable and accrued liabilities, current loans, and lease obligations. Deferred consideration (only financial instrument carried at fair value)

FINANCIAL INSTRUMENTS (Details

FINANCIAL INSTRUMENTS (Details 1) $ in Thousands, $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2017 CAD ($)
IfrsStatementLineItems [Line Items]
Accounts payable	$ 1	$ 1
Current debt facilities	6,587	7,143
Credit facility	628	$ 0	$ 850	$ 20,000
Carrying amount [member]
IfrsStatementLineItems [Line Items]
Accounts payable	4,942
Current debt facilities	6,587
Credit facility	628
Other long-term liabilities	(1,952)
Total	14,109
Contractual Cash Flows [Member]
IfrsStatementLineItems [Line Items]
Accounts payable	(4,942)
Current debt facilities	(8,822)
Credit facility	(628)
Other long-term liabilities	2,120
Total	(16,512)
Not later than one year [member]
IfrsStatementLineItems [Line Items]
Accounts payable	(4,942)
Current debt facilities	(8,822)
Credit facility	(628)
Other long-term liabilities	513
Total	(14,905)
Later than one year and not later than two years [member]
IfrsStatementLineItems [Line Items]
Accounts payable
Current debt facilities
Other long-term liabilities	480
Total	(480)
Later than two years and not later than three years [member]
IfrsStatementLineItems [Line Items]
Accounts payable
Current debt facilities
Other long-term liabilities	486
Total	(486)
Later Than Three Years And Not Later Than Six Years [Member]
IfrsStatementLineItems [Line Items]
Accounts payable
Current debt facilities
Other long-term liabilities	641
Total	$ (641)

FINANCIAL INSTRUMENTS (Detail_2

FINANCIAL INSTRUMENTS (Details 2) - Dec. 31, 2022 $ in Thousands, $ in Thousands	USD ($)	CAD ($)
Financial Instruments
Net asset (liability)	$ (749)	$ (9,031)

FINANCIAL INSTRUMENTS (Detail_3

FINANCIAL INSTRUMENTS (Details Narrative) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 CAD ($)
Financial Instruments
Cash	$ 322			$ 41
Accounts receivable	1,446			0
Accounts payable	2,449			150
Short term loans				8,922
Working capital	1,573
Operating activities	9,082	$ (3,594)	$ 5,699
Investing activities	10,698	$ 23,120	$ 879
Financial instruments drawn	19,400
Financial instruments credit facility				$ 20,000
Debt financing	$ 30,000

REVENUE (Details)

REVENUE (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	$ 18,475	$ 41,708	$ 19,554	$ 26,069
Bus Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	11,699	38,197	16,247	$ 21,666
Truck Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	982
Shuttle Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	484
Spare Part Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	5,183	2,701	2,436
Operating Lease Revenue [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	$ 127	$ 810	$ 871

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands	Dec. 31, 2022 USD ($)
Commitments And Contingencies
Future payments	$ 12,275
Letter of credit	$ 1,375

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	$ 18,475	$ 41,708	$ 19,554	$ 26,069
United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	18,475	41,708	19,554
Bus Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	11,699	38,197	16,247	$ 21,666
Bus Sales [Member] | Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	7,429	10,925	12,447
Bus Sales [Member] | United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	4,270	27,272	3,800
Spare Part Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	5,183	2,701	2,436
Spare Part Sales [Member] | Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	4,516	2,504	2,258
Spare Part Sales [Member] | United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	667	197	178
Truck Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	982
Truck Sales [Member] | Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	982
Shuttle Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	484
Shuttle Sales [Member] | Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	484		162
Operating Lease Revenue [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	127	810	871
Operating Lease Revenue [Member] | United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	$ 127	$ 810	$ 709

SEGMENT INFORMATION (Details Na

SEGMENT INFORMATION (Details Narrative) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
IfrsStatementLineItems [Line Items]
Sales	$ 18,475	$ 41,708	$ 19,554	$ 26,069
First Customers [Member]
IfrsStatementLineItems [Line Items]
Sales	6,261	26,795
Second Customers [Member]
IfrsStatementLineItems [Line Items]
Sales	$ 4,792	$ 4,423

EFFECT OF THE CHANGE IN PRESE_3

EFFECT OF THE CHANGE IN PRESENTATION CURRENCY (Details) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 CAD ($) $ / shares shares
Revenue
Revenue	$ 18,475	$ 41,708	$ 19,554	$ 26,069
Cost of sales	(18,035)	(37,473)	(16,977)	22,727
Cost of sales	18,035	37,473	16,977	(22,727)
Gross margin	440	4,235	2,577	3,342
Expenses
Sales and administration	9,526	7,812	4,522	6,035
Stock-based compensation			738	963
Amortization	2,572	872	480	643
Interest and finance costs			545	(730)
Interest and finance costs			(545)	730
Interest and finance costs	3,253	341	(548)	(725)
Expenses	18,186	11,094	5,737	7,646
Loss before taxes	(17,746)	(6,859)	(3,160)	(4,304)
Current income tax expense	(202)	(464)	(76)	(98)
Current income tax expense	$ 202	$ 464	76	98
custom:NetLoss			$ (3,236)	$ (4,402)
Loss per share
Basic & diluted | (per share)	$ (0.45)	$ (0.24)	$ (0.13)	$ (0.17)
Weighted average number of common
Basic & diluted	39,650,426	30,827,688	25,759,134	25,759,134
Items that may be reclassified subsequently to net loss
Exchange differences on translation of foreign operations	$ 1,554	$ (296)	$ 282	$ (3)
Total other comprehensive (loss) income			282	(3)
Total comprehensive loss	(16,394)	(7,619)	(2,954)	(4,405)
Bus Sales [Member]
Revenue
Revenue	11,699	38,197	16,247	21,666
Other [Member]
Revenue
Revenue	$ 5,310	$ 3,511	$ 3,307	$ 4,403

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) $ in Thousands	Feb. 21, 2023 USD ($)
Subsequent Events
Credit commitments	$ 30,000
Interest rate of prime plus	2%
Credit facility	$ 3,000