Vicinity Motor (VEVMQ) 20-F 2 Apr 24 2023 FY Annual report (foreign) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2023 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, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
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	45,667,706
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	271
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Vancouver, Canada
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 - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 2,026	$ 1,622
Trade and other receivables	5,599	2,655
Inventory	23,273	10,068
Prepaids and deposits	9,748	3,801
Current Assets	40,646	18,146
Long-term Assets
Intangible assets	9,815	14,273
Property, plant, and equipment	23,734	22,613
Assets	74,195	55,032
Current Liabilities
Accounts payable and accrued liabilities	10,162	4,942
Credit facility	15,926	628
Current portion of deferred revenue	4,429	2,382
Current portion of provision for warranty cost	612	1,585
Current debt facilities	8,499	6,587
Convertible debt	2,658
Current portion of other long-term liabilities	1,222	449
Current Liabilities	43,508	16,573
Long-term Liabilities
Other long-term liabilities	9,355	1,503
Provision for warranty cost	135	124
Liabilities	52,998	18,200
Shareholders’ Equity
Share capital	76,802	75,983
Contributed surplus	8,257	7,088
Accumulated other comprehensive (loss) income	413	1,403
Deficit	(64,275)	(47,642)
Shareholders’ Equity	21,197	36,832
Liabilities and shareholders' equity	$ 74,195	$ 55,032

Consolidated Statements of Loss

Consolidated Statements of Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Revenue	$ 19,050	$ 18,475	$ 41,708
Cost of sales	(16,914)	(18,035)	(37,473)
Gross profit	2,136	440	4,235
Expenses
Sales and administration	9,730	9,526	7,812
Stock-based compensation	929	1,380	1,353
Amortization	862	2,572	872
Interest and finance costs	5,036	2,258	716
Change in fair value of embedded derivatives	(605)
Write-down of intangible asset	5,037
Gain on modification of debt	(492)	(803)
Foreign exchange (gain) loss	(1,728)	3,253	341
Expenses	18,769	18,186	11,094
Loss before taxes	(16,633)	(17,746)	(6,859)
Current income tax expense		202	464
Net loss	(16,633)	(17,948)	(7,323)
Vehicle Sales [Member]
Revenue
Revenue	13,651	13,165	38,197
Other [Member]
Revenue
Revenue	$ 5,399	$ 5,310	$ 3,511

Consolidated Statements of Lo_2

Consolidated Statements of Loss (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Profit or loss [abstract]
Loss per share basic	$ (0.36)	$ (0.45)	$ (0.24)
Loss per share diluted	$ (0.36)	$ (0.45)	$ (0.24)
Weighted average number of common shares outstanding diluted	45,605,239	39,650,426	30,827,688

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Profit or loss [abstract]
Net loss	$ (16,633)	$ (17,948)	$ (7,323)
Items that may be reclassified subsequently to net loss
Exchange differences on translation of foreign operations	(990)	1,554	(296)
Total other comprehensive (loss) income	(990)	1,554	(296)
Total comprehensive loss	$ (17,623)	$ (16,394)	$ (7,619)

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, 2020	$ 37,175	$ 2,618	$ 145	$ (22,371)	$ 17,567
Balance, beginning 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 – warrants exercised	$ 6,269	(141)			6,128
Issuance of shares - warrants exercised, Shares	1,924,721
Issuance of shares – options exercised	$ 615	(199)			416
Issuance of shares - options exercised, Shares	256,662
Issuance of options		1,333			1,333
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)
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 – RSU vested	$ 900	(900)
Issuance of shares - RSU vested, Shares	166,000
Issuance of shares – options exercised	$ 98	(23)			75
Issuance of shares - options exercised, Shares	66,661
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)
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
IfrsStatementLineItems [Line Items]
Issuance of shares – private placement	$ 867				867
Issuance of shares - private placement, Shares	925,667
Share issuance costs	$ (48)				(48)
Warrants		240			240
Stock-based compensation		929			929
Other comprehensive loss			(990)		(990)
Net loss				(16,633)	(16,633)
Ending balance, value at Dec. 31, 2023	$ 76,802	$ 8,257	$ 413	$ (64,275)	$ 21,197
Balance, ending of year (in shares) at Dec. 31, 2023	45,667,706

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
OPERATING ACTIVITIES
Net loss for the year	$ (16,633)	$ (17,948)	$ (7,323)
Items not involving cash:
(Gain) loss on disposal of property and equipment	(6)	27	542
Gain on modification of debt	(492)	(803)
Amortization	1,419	2,966	1,241
Unrealized foreign exchange (gain) loss	(1,281)	3,498	(2)
Interest and finance costs	5,036	2,258	716
Write-down of intangible asset	5,037
Change in fair value of embedded derivatives	(605)
Stock-based compensation	929	1,380	1,353
Total items not involving cash	(6,596)	(8,622)	(3,473)
Changes in non-cash items:
Trade and other receivables	(3,005)	(233)	471
Inventory	(12,751)	(1,212)	14,073
Prepaids and deposits	(5,907)	31	(2,339)
Accounts payable and accrued liabilities	4,340	(1,627)	(2,727)
Deferred consideration		4,602	(4,602)
Deferred revenue	1,969	(622)	1,662
Warranty provision	(971)	69	869
Taxes paid	(7)	(760)
Interest paid	(1,769)	(708)	(340)
Cash provided (used in) by operating activities	(24,697)	(9,082)	3,594
INVESTING ACTIVITIES
Purchase of intangible assets	(495)	(658)	(17,596)
Proceeds from government subsidy	431	817
Purchase of property and equipment	(1,897)	(11,109)	(6,537)
Proceeds on disposal of property and equipment	16	252	729
Restricted cash			284
Cash used in investing activities	(1,945)	(10,698)	(23,120)
FINANCING ACTIVITIES
Proceeds from issuance of common shares	867	18,523	24,087
Share issuance costs	(48)	(1,367)	(2,213)
(Repayments) proceeds of credit facility	15,012	659	(4,628)
Financing fees	(428)
Proceeds from convertible debt	2,939
Convertible debt financing fees	(159)
Proceeds from short-term loans			7,959
Repayment of short-term loans			(2,038)
Proceeds from long-term loans	9,000
Repayment of long-term loans	(169)	(447)	(222)
Cash provided by financing activities	27,014	17,368	22,945
Effect of foreign exchange rate on cash and cash equivalents	32	(368)	(25)
Increase (decrease) in cash and cash equivalents	404	(2,780)	3,394
Cash and cash equivalents, beginning	1,622	4,402	1,008
Cash and cash equivalents, ending	$ 2,026	$ 1,622	$ 4,402

NATURE OF OPERATIONS AND GOING

NATURE OF OPERATIONS AND GOING CONCERN	12 Months Ended
	Dec. 31, 2023
Nature Of Operations And Going Concern
NATURE OF OPERATIONS AND GOING CONCERN	1. NATURE OF OPERATIONS AND GOING CONCERN 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 class 3 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 In February 2023, the Company obtained $30 million in credit commitments from Royal Bank of Canada and Export Development Canada to fund production of the Company’s VMC 1200 class 3 electric trucks. The facility initially was due to expire on February 16, 2024 and the Company received a 60 day extension subsequent to December 31, 2023; the facility will expire on April 16, 2024 and may be renewed on a yearly basis at the discretion of the lenders. As at December 31, 2023, $15,926 has been drawn on this facility (Note 8). The Company also has an asset-based lending facility from Royal Bank of Canada for C$10 million that initially was due to expire on February 16, 2024 and the Company received a 60 day extension subsequent to December 31, 2023 and the facility will expire on April 16, 2024 (Note 8). These facilities were also amended on September and December of 2023 to amend the covenants under these facilities. The Company also has convertible debt of C$4 million plus interest that matures September 27, 2024 (Note 12) and unsecured debentures of C$11,948 (Note 11) at December 31, 2023 that is repayable with C$2,987 principal payments due in both April and July of 2024, with the remainder and interest payable due on October 4, 2024. These consolidated financial statements have been prepared on the basis that the Company is a going concern, meaning the Company will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of operations for at least twelve months from December 31, 2023. The Company’s operations are dependent upon its ability to raise capital and generate positive cash flows from operating activities. As at December 31, 2023, the Company had negative working capital (current assets less current liabilities) of $ 2,862 1,573 16,633 17,948 24,697 9,082 19,050 18,475 30 10 The consolidated financial statements do not reflect adjustments in the carrying values of the assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used, that would be necessary if the company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
BASIS OF PRESENTATION	2. BASIS OF PRESENTATION The following companies are consolidated with Vicinity Motor Corp. as at December 31, 2023: Schedule of subsidiary Company Name Registered Holding Functional Currency Vicinity Motor Corp. British Columbia Parent Company United States Dollar Vicinity Motor (Bus) Corp. British Columbia 100% Canadian Dollar Vicinity Motor (Bus) USA Corp. United States 100% United States Dollar Intercompany balances and 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 1, 2024. 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 3. c) Use of estimates and judgments The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgments and 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. Intangible assets are tested for possible impairment when there are events or changes in circumstances that indicate that their carrying values may not be recoverable. Impairment is determined by comparing the recoverable amount of such intangible assets with their carrying values. Any impairment loss is recognized for the amount by which the intangible asset’s carrying value exceeds its recoverable amount within earnings, as appropriate (Note 6). ii. Fair value of embedded derivatives: During the year ended December 31, 2023, the Company entered into a convertible debt arrangement and accordingly the following are new estimates and judgements. The Company is required to determine the fair value of embedded derivatives. Fair value of embedded derivatives are determined using valuation techniques and require estimates as at the reporting period date as the financial instruments are not traded in an active market as disclosed in Note 12. iii. 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. iv. 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.

SUMMARY OF MATERIAL AND OTHER A

SUMMARY OF MATERIAL AND OTHER ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Summary Of Material And Other Accounting Policies
SUMMARY OF MATERIAL AND OTHER ACCOUNTING POLICIES	3. SUMMARY OF MATERIAL AND OTHER 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 by the customer (unless specific arrangements have been made to store the product at the Company site), and when legal title and the risks and rewards of ownership have passed to the customer. In the case of buses, revenue is recognized when the buses have been delivered to the customer. Buses are considered delivered when it is picked up from the Company’s yard by the customer or when delivered to a customer specified location in accordance with the agreement. Truck revenue is recognized on payment, or as specified per the arrangement, for the cab and chassis. Revenues for truck bodies are recognized when installed and paid for or when delivered to the customer. 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 aftermarket parts inventory, revenue is recognized when control of the aftermarket 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 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 modification and extinguishments Modifications to debt can occur when the borrower and lender negotiate changes to the terms of the debt such as increasing the interest rate or amending the timing of payment of interest and principal amount. Under IFRS 9, a change that is considered “substantial” (substantial is when the net present value of the cash flows under the new terms, discounted at the original effective interest rate is at least 10% different from the carrying amount of the original debt) would be accounted for as an extinguishment, which means that the original debt is derecognized, with a gain or loss, being the difference between the net present value of the revised cash flows discounted at original effective interest rate and the carrying value of original debt, is recorded in profit and loss, and a new financial liability recorded based on the new terms. If the change is not considered to be substantial, the original debt remains on the books and a gain or loss at the date of the modification is recognized. In addition, if there were any costs or fees incurred to change the terms, they would be adjusted to the carrying amount of the modified debt and amortized over the remaining term of the modified debt. h) 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 and comprehensive loss. i) 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 and comprehensive loss. j) 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 Straight-line, 40 years Manufacturing equipment Declining balance, 20% k) 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. l) 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. m) 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. n) 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 and comprehensive loss to reflect the asset at the recoverable amount. In assessing the value-in-use, the relevant future cash flows expected to arise from the continuing use of such assets and from their disposal are discounted to their present 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 and comprehensive loss 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. o) 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. p) Impairment of financial assets The Company recognizes a loss allowance for expected credit losses on its financial assets other that those financial assets carried at fair value through profit and loss. 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. q) 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. r) (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. s) 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. t) 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. u) 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. v) 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. w) Foreign exchange Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Company’s subsidiaries at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rates in effect at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate in effect when the fair value was determined. Foreign currency differences are generally recognized in statement of loss. Non-monetary items that are measured based on historical cost in a foreign currency are translated to the functional currency using the exchange rate in effect at the date of the transaction giving rise to the item. Foreign operations The assets and liabilities of foreign operations are translated into USD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into USD at the monthly average exchange rates. Foreign currency differences are recognized in other comprehensive loss. x) Recent accounting pronouncements New Standards Implemented The Company adopted the narrow-scope amendments to IAS 8 - Accounting Policies, Change in Accounting Estimates and Errors effective January 1,2023. These amendments clarify how companies distinguish changes in accounting policies from changes in accounting estimates. These amendments had no material impact on the consolidated financial statements. The Company adopted the narrow-scope amendments to IAS 1 – Presentation of Financial Statements effective January 1,2023. These amendments improve accounting policy disclosures. These amendments had no material impact on the consolidated financial statements. Future Standards and Amendments In September 2022, the IASB issued amendments to IFRS 16, Leases (IFRS 16) related to sale leaseback transactions for lessees. The amendments require that subsequent remeasurement of the lease liability does not result in a gain or loss that relates to the right of use asset the lessee retains. The amendments are effective for periods beginning on or after January 1, 2024, with early adoption permitted. The Company does not expect adoption of this standard to have a material impact on the Company’s consolidated financial statements. In October 2022, the IASB issued amendments to IAS 1 - Presentation of Financial Statements, which specifies that covenants whose compliance is assessed after the reporting date do not affect the classification. The Company does not expect adoption of this standards to have a material impact on the Company’s consolidated financial statements. In May 2023, the IASB issued amendments to IAS 12 – Income Taxes which introduced a mandatory temporary exception from the recognition and disclosure of deferred taxes related to the implementation of Pillar Two model rules. These rules were developed by the Organization for Economic Co-operation and Development and were designed to ensure that large, multinational enterprises are subject to a minimum income tax rate of 15% in each jurisdiction they operate. The IAS 12 amendments require that the Company separately disclose the current tax expense/income related to Pillar Two income taxes. As of January 31, 2024, the Pillar Two legislation has not yet been substantively enacted in the Company’s jurisdictions and the Company has yet to apply the temporary exemption. The Company will disclose known or reasonably estimable information related to the Company’s exposure to Pillar Two income taxes when it is applicable and will disclose separately current tax related to Pillar Two income taxes when it is in effect.

TRADE AND OTHER RECEIVABLES

TRADE AND OTHER RECEIVABLES	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
TRADE AND OTHER RECEIVABLES	4. TRADE AND OTHER RECEIVABLES Schedule of trade and other receivables December 31, 2023 December 31, 2022 $ $ Trade receivable 2,627 1,076 Income tax receivable 185 160 Sales tax receivable 19 21 Duties receivable 172 162 Receivable from manufacturer 2,596 1,236 Total Trade and other receivables 5,599 2,655

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2023
Disclosure Inventory Abstract
INVENTORY	5. INVENTORY Schedule of inventory December 31, 2023 December 31, 2022 $ $ Finished goods 9,985 8,098 Work in progress – vehicles 11,560 42 Parts for resale 1,728 1,928 Total Inventory 23,273 10,068 As at December 31, 2023 and December 31, 2022, work in progress – vehicles consist 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 8. During the year ended December 31, 2023, the Company reduced inventory of parts for resale and finished goods by $ 178 1,227 0 During the year ended December 31, 2023, the Company recognized $ 13,057 14,408 31,914

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2023
Intangible Assets
INTANGIBLE ASSETS	6. INTANGIBLE ASSETS Schedule of intangible assets Purchased Intellectual Property (a) Developed Intellectual Property (b) Software Total $ $ $ $ Cost Balance 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 Additions — 571 — 571 Write-down of intangible asset (5,115 ) — — (5,115 ) Foreign exchange 337 60 20 417 At December 31, 2023 9,275 3,252 838 13,365 Accumulated Amortization Balance 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 Depreciation 151 32 69 252 Foreign exchange 66 1 12 79 At December 31, 2023 3,012 36 502 3,550 Carrying Value At December 31, 2022 11,258 2,618 397 14,273 At December 31, 2023 6,263 3,216 336 9,815 a) By agreements dated June 10, 2015 and September 29, 2017, the Company entered into a services agreement with a customer to formalize compensation for the services provided in the development of the Vicinity bus. This intangible asset represents the acquisition of the customer’s interest in the intellectual property of the Vicinity Bus As consideration the Company agreed to delivery of up to 8 buses over 8 years without payment to the Company. As at December 31, 2023, these buses were delivered. 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 October 5, 2021, the Company entered into the Sales and Marketing Agreement with Optimal Electric Vehicles, LLC (“Optimal EV”) to purchase the exclusive sales and marketing rights for certain VMC Optimal products for 10 years. The Company paid $15,000 in cash and was to pay $5,000 contingent on the sale of 250 units sold by the Company. The Company had initially accounted for the contingent deferred consideration at fair value and subsequently measured the contingent deferred consideration at fair value at each period with changes in fair value being recorded in the statement of loss. As a result, the Company recorded an intangible asset for the licensing fee in the amount of $ 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 by Optimal EV under the agreement. During the year ended December 31, 2023, the Company initiated arbitration proceedings regarding ongoing disputes with Optimal EV. As a result of the termination, during the year ended December 31, 2023, the Company reduced the intangible asset and the deferred consideration by the remaining amount of deferred consideration, $ 4,640 12,000 6,000 b) Developed intellectual property is development costs for Vicinity products, such as electric trucks and buses. During the year ended December 31, 2023, the Company received $ 431 817

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
PROPERTY AND EQUIPMENT	7. PROPERTY AND EQUIPMENT Schedule of property and equipment Buses Available for Lease (a) Office Equipment Right-of-Use Asset Vehicles Land Plant and Equipment (b) Total $ $ $ $ $ $ $ Cost At December 31, 2021 3,889 1,464 620 782 1,760 4,434 12,949 Additions 9 1,093 2,242 390 — 9,821 13,555 Disposals (285 ) (6 ) — — — — (291 ) Foreign exchange (229 ) (295 ) (162 ) (73 ) — — (759 ) At December 31, 2022 3,384 2,256 2,700 1,099 1,760 14,255 25,454 Additions 258 149 197 813 — 731 2,148 Disposals — — — (47 ) — — (47 ) Foreign exchange 88 46 67 35 — — 236 At December 31, 2023 3,730 2,451 2,964 1,900 1,760 14,986 27,791 Accumulated Amortization At December 31, 2021 839 333 504 439 — — 2,115 Disposals (22 ) (1 ) — — — — (23 ) Depreciation 388 88 403 36 — — 915 Foreign exchange (64 ) (26 ) (46 ) (30 ) — — (166 ) At December 31, 2022 1,141 394 861 445 — — 2,841 Disposals — — (37 ) — — (37 ) Depreciation 370 114 463 39 — 182 1,168 Foreign exchange 35 11 29 10 — — 85 At December 31, 2023 1,546 519 1,353 457 — 182 4,057 Carrying Value December 31, 2022 2,243 1,862 1,839 654 1,760 14,255 22,613 December 31, 2023 2,184 1,932 1,611 1,443 1,760 14,804 23,734 All property and equipment are pledged as part of a general security agreement to secure the credit facility described in Note 8. All equipment at the manufacturing plant in Ferndale is pledged as security for the term loan described in Note 13a. Additionally, $ 119 a) As at December 31, 2023, $471 of buses available for lease had been returned to the Company and are no longer under a lease contract with a customer (December 31, 2022: $573). During the year ended December 31, 2022, one bus available for lease was sold to a customer with a loss of $ 27 During the year ended December 31, 2023, the Company recognized a write down of $ 42 85 b) During the year ended December 31, 2023, the Company completed construction and received its certificate of occupancy for its US manufacturing campus in Ferndale, Washington. The building started being amortised during the year ended December 31, 2023, as the building was capable of operating in the manner intended by management and the expense is recorded in cost of goods sold.

CREDIT FACILITY

CREDIT FACILITY	12 Months Ended
	Dec. 31, 2023
Credit Facility
CREDIT FACILITY	8. CREDIT FACILITY During the year ended December 31, 2017, the Company entered into a revolving credit facility agreement with Royal Bank of Canada and Export Development Canada for a maximum amount of C$ 20 The terms of the agreement were amended on October 23, 2020, renewing the asset-based lending (ABL) 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. During the year ended December 31, 2023, the terms of the agreement were amended to reduce the ABL facility to C$ 10 April 16, 2024 As at December 31, 2023, the Company had drawn $nil on this facility (December 31, 2022: $ 628 During the year ended December 31, 2023, the Company obtained $ 30 April 16, 2024 As at December 31, 2023, the Company had drawn $ 15,976 0 50 15,926 Both facilities are under one agreement and this agreement was amended in September and December of 2023 to amend the covenants. As at December 31, 2023, the Company is in compliance with all amended covenants.

DEFERRED REVENUE

DEFERRED REVENUE	12 Months Ended
	Dec. 31, 2023
Deferred Revenue
DEFERRED REVENUE	9. DEFERRED REVENUE Schedule of deferred revenue December 31, 2023 December 31, 2022 $ $ Opening balance of deferred revenue (a) 2,382 3,193 Additions – sales deposits 2,169 452 Revenue recognized during the year (179 ) (1,123 ) Change in foreign exchange 57 (140 ) Ending balance of deferred revenue 4,429 2,382 Less: Current portion 4,429 2,382 Long-term portion of deferred revenue — — a) During the year ended December 31, 2021, the Company recognized deferred revenue in relation to a non-cash agreement with a customer in which the Company provided the customer with 8 leased buses to be leased until the delivery of the 8 new buses which are expected to be delivered in 2024. As a result, the Company has recognized $162 as lease revenue (December 31, 2022: $127; December 31, 2021: $14) and has a deferred revenue balance of $1,812 as at December 31, 2023 (December 31, 2022 - $1,929).

PROVISION FOR WARRANTY COST

PROVISION FOR WARRANTY COST	12 Months Ended
	Dec. 31, 2023
Provision For Warranty Cost
PROVISION FOR WARRANTY COST	10. 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, 2023, the Company recorded warranty expense of $368. (December 31, 2022 - $499: December 31, 2021: $1,598) as part of its cost of sales in connection with sales completed during the year. During the year ended December 31, 2023, $494 of warranty costs (December 31, 2022 - $841) 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 December 31, 2023 December 31, 2022 $ $ Opening balance of warranty provision 1,709 1,669 Additions 368 499 Warranty claims applied (494 ) (841 ) Change in estimate of warranty provision (860 ) 421 Change in foreign exchange 24 (39 ) Ending balance of warranty provision 747 1,709 Less: Current portion 612 1,585 Long-term portion of warranty provision 135 124

CURRENT DEBT FACILITIES

CURRENT DEBT FACILITIES	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
CURRENT DEBT FACILITIES	11. CURRENT DEBT FACILITIES Schedule of current debt facilities December 31, 2023 December 31, 2022 $ $ Unsecured debentures - 2021 (a) 8,499 6,587 8,499 6,587 a) On October 5, 2021, the Company issued C$10.3 million 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 that did not require derecognition of the original debt. As a result, a gain of $803 on modification of debt was recorded during the year ended December 31, 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. On September 25, 2023, the maturity date of the debentures was extended with C$1,648 of accrued interest being added to the principal with the new principal amount being C$11,948. The facility is repayable with 25% (C$2,987) principal payments due in April and July of 2024, with the remainder and interest payable due on October 4, 2024. As a result, a gain of $492 on modification of debt was recorded during the year ended December 31, 2023. In connection with the extension, the Company cancelled 1,000,000 warrants from the previous agreement. On extension the Company issued 1,500,000 warrants to purchase common shares at an exercise price of C$1.33 per share. The value of these warrants was incorporated in the $492 gain on modification of debt. The warrants expire on October 4, 2024. As a result of the extension on September 25, 2023, the interest rate increased from 8 13 449 240 24 During the year ended December 31, 2023, the Company incurred $ 1,970 1,748 411 274 765

CONVERTIBLE DEBT

CONVERTIBLE DEBT	12 Months Ended
	Dec. 31, 2023
Convertible Debt
CONVERTIBLE DEBT	12. CONVERTIBLE DEBT On March 27, 2023, the Corporation completed a private placement of unsecured convertible debentures for gross proceeds of C$ 4 15 September 27, 2024 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 1.45 The unsecured convertible debentures represent financial instruments that include host debentures accounted for at amortized cost and embedded derivatives related to the conversion feature and redemption option, which are separated from the convertible debentures and accounted for at fair value with changes in fair value recorded in the statement of loss. Schedule of changes in fair value statement of loss Host debentures Embedded derivatives Total $ $ $ As at January 1, 2023 — — — Convertible debt principal 2,208 747 2,955 Transactions costs (159 ) — (159 ) As at March 27, 2023 2,049 747 2,796 Change in fair value N/A (605 ) (605 ) Interest accretion 394 — 394 Foreign exchange 56 17 73 As at December 31, 2023 2,499 159 2,658 The fair value of the embedded derivatives were estimated using a binomial tree method with the following assumptions as at December 31, 2023: Schedule of assumptions Assumptions Risk-free interest rate 4.0 5.0 Credit spread 28.4 % Expected life of options 1.0 2.5 Annual dividend rate 0 % Annualized volatility 41.4 50.2 For the year ended December 31, 2023, the change in fair value resulted in a gain of $ 605 733 339

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
OTHER LONG-TERM LIABILITIES	13. OTHER LONG-TERM LIABILITIES Schedule of lease obligation December 31, 2023 December 31, 2022 $ $ Term loan (a) 8,880 — Lease obligation (b) 1,655 1,883 Vehicles 42 69 Less: Current portion (1,222 ) (449 ) 9,355 1,503 a) Term loan During the six months ended June 30, 2023, the Company secured a financing with a lender for proceeds of $ 9,000 3.75 5 132 During the year ended December 31, 2023, the Company incurred $ 1,069 120 8,880 b) Lease Obligation Minimum lease payments in respect of lease liabilities for the right-of-use assets included in property, plant and equipment (Note 7) and the effect of discounting are as follows: Schedule of long term lease liabilities December 31, 2023 $ Undiscounted minimum lease payments: Less than one year 523 One to two years 533 Two to three years 523 Three to six years 198 1,777 Effect of discounting (122 ) Present value of minimum lease payments – total lease liability 1,655 Less: Current portion (464 ) Long-term lease liabilities 1,191 The Company has lease agreements for office and warehouse facilities expiring March 31, 2027 and May 31, 2027. The Company also has lease agreements for vehicles expiring on November 30, 2025, November 1, 2027 and February 15, 2029.

SHARE CAPITAL

SHARE CAPITAL	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
SHARE CAPITAL	14. SHARE CAPITAL 14.1 Authorized 14.2 Issued and Outstanding Common Shares: The details for the common share issuances during the year ended December 31, 2023 are as follows: a. During the year ended December 31, 2023, the Company issued 925,667 0.87 1.01 48 819 The details for the common share issuances during the year ended December 31, 2022 were as follows: b. During the year ended December 31, 2022, 4,444,445 2.70 12,000 1,283 During the year ended December 31, 2022, the Company also issued 5,118,554 0.79 3.65 205 6,244 c. During the year ended December 31, 2022, 166,000 d. During the year ended December 31, 2022, 66,661 1.13 75 The details for the common share issuances during the year ended December 31, 2021 were as follows: e. During the year ended December 31, 2021, 4,114,242 4.27 17,563 3,567 f. During the year ended December 31, 2021, 1,924,721 3.18 6,128 g. During the year ended December 31, 2021, 256,662 1.62 416 14.3 Share Purchase Warrants A summary of the Company’s share purchase warrants are as follows: Schedule of share purchase warrants Number of Weighted Average Exercise Price C$ Outstanding, December 31, 2020 1,934,100 3.89 Issued 2,407,304 6.64 Forfeited (9,379 ) 4.50 Exercised (1,924,721 ) 3.89 Outstanding, December 31, 2021 2,407,304 6.64 Issued 5,577,778 3.84 Cancelled (412,000 ) 4.50 Outstanding, December 31, 2022 7,573,082 4.53 Issued 2,250,000 1.45 Cancelled (1,000,000 ) 2.25 Outstanding, December 31, 2023 8,823,082 4.00 During the year ended December 31, 2023, the Company issued 1,500,000 The warrants expire on October 4, 2024. 1,000,000 warrants from the previous extension on June 15, 2022, were cancelled. During the year ended December 31, 2023, the Company issued 750,000 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 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: Schedule of share option activity Number of Weighted Average Exercise Price C$ Outstanding, December 31, 2020 1,173,320 2.70 Issued 684,999 6.71 Exercised (256,662 ) 2.06 Outstanding, December 31, 2021 1,601,657 4.52 Issued 387,500 1.60 Forfeited (341,670 ) 5.21 Exercised (66,661 ) 1.40 Outstanding, December 31, 2022 1,580,826 3.79 Issued 602,000 1.17 Forfeited (514,999 ) 3.02 Outstanding, December 31, 2023 1,667,827 3.08 During the year ended December 31, 2023, the Company granted 602,000 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, 2023, the Company recognized $ 88 116 814 Schedule of weighted average assumptions December 31, 2023 December 31, 2022 December 31, 2021 Fair value at grant date (C$) $ 0.55 $ 0.75 $ 4.20 Fair value at grant date (US$) $ 0.42 $ 0.56 $ 3.27 Risk-free interest rate 4.01 % 3.47 % 0.42 % Expected life of options 5 5 4 Expected dividend rate 0 % 0 % 0 % Annualized volatility 80 % 97 % 90 % Forfeiture rate 15 % 14 % 3 % The following tables summarize information about the Company’s stock options outstanding at December 31, 2023: Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Remaining Contractual Life (Years) Expiry Date C$ January 17, 2019 166,666 166,666 2.40 0.05 January 17, 2024 November 15, 2019 233,333 233,333 1.50 0.88 November 15, 2024 November 28, 2019 16,666 16,666 1.56 0.91 November 28, 2024 May 4, 2020 24,999 24,999 1.20 1.34 May 4, 2025 November 23, 2020 66,664 66,664 6.15 1.90 November 23, 2025 January 12, 2021 333,333 333,333 6.51 2.03 January 11, 2026 February 1, 2021 41,666 41,666 9.36 2.09 January 31, 2026 April 27, 2021 60,000 50,000 7.24 2.32 April 26, 2026 March 31, 2022 40,000 20,000 2.98 3.25 March 30, 2027 November 25, 2022 82,500 27,500 1.30 3.90 November 24, 2027 May 11, 2023 50,000 8,333 1.02 4.36 May 10, 2028 November 15, 2023 552,000 — 1.30 4.88 November 14, 2028 Total 1,667,827 989,160 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, 2020 — Issued 166,000 Outstanding, December 31, 2021 166,000 Vested (166,000 ) — — Outstanding, December 31, 2022 and December 31, 2023 — 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, 2023, there were nil RSUs outstanding (December 31, 2022 – nil; December 31, 2021 – 166,000). During the year ended December 31, 2023, the Company recorded $ 0 696 216 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, 2020 95,141 Issued 75,650 Outstanding, December 31, 2021 170,791 Issued 452,910 Outstanding, December 31, 2022 623,701 Issued 666,749 Outstanding, December 31, 2023 1,290,450 During the year ended December 31, 2023, the Company issued 666,749 452,910 75,650 During the year ended December 31, 2023, the Company recorded $ 555 569 December 31, 2021 - $ 323

RELATED PARTY BALANCES AND TRAN

RELATED PARTY BALANCES AND TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
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, 2023 December 31, 2022 December 31, 2021 $ $ $ Salaries and Benefits 867 1,187 1,572 Stock-based compensation 589 1,345 869 Total 1,456 2,532 2,441 During the year ended December 31, 2023 the Company paid $ 203 211 During the year ended December 31, 2022 the Company paid $ 215 231 During the year ended December 31, 2021 the Company paid $ 191 179 As at December 31, 2023, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $ 14 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, 2023
Notes and other explanatory information [abstract]
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, 2023 December 31, 2022 December 31, 2021 $ $ $ Loss before tax (16,633 ) (17,746 ) (6,859 ) Combined statutory tax rates 27 % 27 % 27 % Expected tax recovery (4,491 ) (4,791 ) (1,852 ) Non-deductible items 459 (60 ) 369 Share issuance costs — — (1,198 ) Other (51) (41 ) 94 Differences in foreign tax rates (15 ) 9 (13 ) Change in unrecognized deferred tax assets 4,098 5,085 3,064 Current income tax expense — 202 464 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, 2023 December 31, 2022 $ $ Deferred tax assets (liabilities): Tax loss carry-forwards 16,003 11,747 Property and equipment (691 ) (54 ) Intangible asset 1,453 (529 ) Warranty provision 474 440 Financing costs 982 1,213 Other provisions 77 (28 ) Deferred tax assets 18,298 12,789 Unrecognized deferred tax assets (18,298 ) (12,789 ) Recognized net deferred tax assets — — As at December 31, 2023, the Company had non-capital loss carry forwards available to reduce taxable income for future years. Of the $ 59,381 57,866 1,515 Schedule of non-capital loss carry forwards 2031 414 2032 862 2033 518 2034 2,165 2035 3,040 2036 4,391 2037 1,166 2038 1,593 2039 1,533 2040 3,283 2041 7,962 2042 18,249 2043 14,205 Non capital loss 59,381

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS	12 Months Ended
	Dec. 31, 2023
Financial Instruments
FINANCIAL INSTRUMENTS	17. FINANCIAL INSTRUMENTS Fair values The Company’s financial instruments include cash and cash equivalents, trade and other receivables, accounts payable, the credit facility, short-term loans and convertible debt. The carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, the credit facility, and short-term loans approximate fair value due to their short term nature. The embedded derivatives related to the convertible debt are the only instruments measured at fair value through profit and loss in accordance with IFRS 9 – Financial Instruments. The fair value of the host debenture as at December 31, 2023 is $ 2,499 The following table summarizes the carrying values and fair values of the Company’s financial instruments: Schedule of disclosure of financial instruments December 31, 2023 December 31, 2022 $ $ Assets: Measured at amortized cost (i) 7,625 4,277 Liabilities: Amortized cost (ii) 47,663 14,108 Fair value through P&L (iii) 159 — (i) Cash and cash equivalents, and trade and other receivables (ii) Accounts payable and accrued liabilities, current loans, and lease obligations. (iii) Embedded derivatives related to convertible debt (only financial instrument carried at fair value) The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy. The measurement is classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices), and Level 3 – Inputs that are not based on observable market data The Company valued the derivatives associated with the convertible debt (iii) as a level 3 instrument. The Company used the binomial tree method to determine the fair value of the embedded derivatives attributed to the convertible debt (Note 12). The Company valued the Optimal EV intangible as a level 3 instrument. The Company used a probability weighted scenarios model to assess likely outcomes of collectability and associated risks in determining the value (Note 6). 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 which potentially subject the Company to credit risk and concentration of credit risk consist principally of cash and cash equivalents and trade and other receivables. The following table summarizes the Company’s accounts receivable aging as at December 31, 2023: Schedule of accounts receivable December 31, 2023 December 31, 2022 $ $ Current, including holdbacks 1,487 911 Past due amounts but not impaired: 1-60 days 598 105 Greater than 60 days 3,514 1,639 Less: Allowance for doubtful accounts — — Total accounts receivables, net 5,599 2,655 Cash and cash equivalents are held with high quality financial institutions. Substantially all of our cash and cash equivalents held with financial institutions exceeds government-insured limits. We have established credit policies that seek to minimize monitoring the credit standing of the financial institutions with whom we transact. 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. Management monitors its foreign currency balances, but the Company does not currently engage in any hedging activities to reduce its foreign currency risk. At December 31, 2023, the Company had cash of $ 629 4,465 4,765 At December 31, 2023, the Company had cash of C$ 210 0 11,241 3,305 579 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 (Note 1). As at December 31, 2023, the Company had negative working capital (current assets less current liabilities) of $ 2,862 24,697 1,945 15,976 30 The following are the contractual maturities of financial liabilities: Schedule of 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, 2023 Accounts payable 10,162 (10,162 ) (10,162 ) — — — Convertible debt 2,658 (3,024 ) (3,024 ) Current debt facilities 8,499 (9,034 ) (9,034 ) — — — Credit facility 15,926 (15,926 ) (15,926 ) Other long-term liabilities 10,577 (14,337 ) (2,238 ) (2,570 ) (2,561 ) (6,968 ) Total 47,822 (52,483 ) (40,384 ) (2,570 ) (2,561 ) (6,968 ) 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, 2023 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, 2023 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: Schedule of quantitative data of currency risk exposure 2023 $ Net Canadian dollar monetary asset (liability) CAD thousands (14,915 ) Net US dollar monetary asset (liability) USD thousands (33 ) 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 $1,095.

CAPITAL MANAGEMENT

CAPITAL MANAGEMENT	12 Months Ended
	Dec. 31, 2023
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 prior to obtaining further loans. The Company’s capital is currently not subject to any other external restrictions except those described in Note 8 and Note 13. 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.

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2023
Segment Information
SEGMENT INFORMATION	19. SEGMENT INFORMATION Allocation of revenue to geographic areas for the single segment is as follows: Schedule of revenue Year ended December 31, 2023 Year ended December 31, 2022 Year ended December 31, 2021 $ $ $ Canada Bus sales 5,326 7,912 10,925 Truck sales 6,973 983 — Vehicle Sales 12,299 8,895 10,925 Spare part sales 4,369 4,517 2,504 Operating lease revenue 31 — — Other revenue 4,400 4,517 2,504 Total Canada Sales 16,699 13,412 13,429 United States Bus sales 1,352 4,270 27,272 Vehicle Sales 1,352 4,270 27,272 Spare part sales 850 666 197 Operating lease revenue 149 127 810 Other revenue 999 793 1,007 Total United States Sales 2,351 5,063 28,279 Total Vehicle Sales 13,651 13,165 38,197 Total Other Revenue 5,399 5,310 3,511 Total Sales 19,050 18,475 41,708 During the year ended December 31, 2023, the Company had sales of $ 4,174 $2,510 $2,099 6,261 4,792 26,795 4,423 During the year ended December 31, 2023, the Company had outstanding accounts receivable of $ 1,458 1,138 1,073 598 1,226 572

LOSS PER SHARE

LOSS PER SHARE	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
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 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 1,291,776 (2022: 1,143,120; 2021: 2,441,349) 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, 2023
Notes and other explanatory information [abstract]
COMMITMENTS AND CONTINGENCIES	21. COMMITMENTS AND CONTINGENCIES The Company entered into a production agreement with its manufacturers whereby the parties have agreed to a specified production volume. Future payments as at December 31, 2023 are $ 31,906

SUMMARY OF MATERIAL AND OTHER_2

SUMMARY OF MATERIAL AND OTHER ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Summary Of Material And Other 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 by the customer (unless specific arrangements have been made to store the product at the Company site), and when legal title and the risks and rewards of ownership have passed to the customer. In the case of buses, revenue is recognized when the buses have been delivered to the customer. Buses are considered delivered when it is picked up from the Company’s yard by the customer or when delivered to a customer specified location in accordance with the agreement. Truck revenue is recognized on payment, or as specified per the arrangement, for the cab and chassis. Revenues for truck bodies are recognized when installed and paid for or when delivered to the customer. 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 aftermarket parts inventory, revenue is recognized when control of the aftermarket 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
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 modification and extinguishments	g) Debt modification and extinguishments Modifications to debt can occur when the borrower and lender negotiate changes to the terms of the debt such as increasing the interest rate or amending the timing of payment of interest and principal amount. Under IFRS 9, a change that is considered “substantial” (substantial is when the net present value of the cash flows under the new terms, discounted at the original effective interest rate is at least 10% different from the carrying amount of the original debt) would be accounted for as an extinguishment, which means that the original debt is derecognized, with a gain or loss, being the difference between the net present value of the revised cash flows discounted at original effective interest rate and the carrying value of original debt, is recorded in profit and loss, and a new financial liability recorded based on the new terms. If the change is not considered to be substantial, the original debt remains on the books and a gain or loss at the date of the modification is recognized. In addition, if there were any costs or fees incurred to change the terms, they would be adjusted to the carrying amount of the modified debt and amortized over the remaining term of the modified debt.
Debt issue costs	h) 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 and comprehensive loss.
Share issuance costs	i) 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 and comprehensive loss.
Property and equipment	j) 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 Straight-line, 40 years Manufacturing equipment Declining balance, 20%
Government assistance	k) 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	l) 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	m) 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	n) 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 and comprehensive loss to reflect the asset at the recoverable amount. In assessing the value-in-use, the relevant future cash flows expected to arise from the continuing use of such assets and from their disposal are discounted to their present 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 and comprehensive loss 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	o) 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	p) Impairment of financial assets The Company recognizes a loss allowance for expected credit losses on its financial assets other that those financial assets carried at fair value through profit and loss. 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	q) 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	r) (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	s) 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	t) 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	u) 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	v) 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.
Foreign exchange	w) Foreign exchange Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Company’s subsidiaries at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rates in effect at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate in effect when the fair value was determined. Foreign currency differences are generally recognized in statement of loss. Non-monetary items that are measured based on historical cost in a foreign currency are translated to the functional currency using the exchange rate in effect at the date of the transaction giving rise to the item. Foreign operations The assets and liabilities of foreign operations are translated into USD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into USD at the monthly average exchange rates. Foreign currency differences are recognized in other comprehensive loss.
Recent accounting pronouncements	x) Recent accounting pronouncements New Standards Implemented The Company adopted the narrow-scope amendments to IAS 8 - Accounting Policies, Change in Accounting Estimates and Errors effective January 1,2023. These amendments clarify how companies distinguish changes in accounting policies from changes in accounting estimates. These amendments had no material impact on the consolidated financial statements. The Company adopted the narrow-scope amendments to IAS 1 – Presentation of Financial Statements effective January 1,2023. These amendments improve accounting policy disclosures. These amendments had no material impact on the consolidated financial statements. Future Standards and Amendments In September 2022, the IASB issued amendments to IFRS 16, Leases (IFRS 16) related to sale leaseback transactions for lessees. The amendments require that subsequent remeasurement of the lease liability does not result in a gain or loss that relates to the right of use asset the lessee retains. The amendments are effective for periods beginning on or after January 1, 2024, with early adoption permitted. The Company does not expect adoption of this standard to have a material impact on the Company’s consolidated financial statements. In October 2022, the IASB issued amendments to IAS 1 - Presentation of Financial Statements, which specifies that covenants whose compliance is assessed after the reporting date do not affect the classification. The Company does not expect adoption of this standards to have a material impact on the Company’s consolidated financial statements. In May 2023, the IASB issued amendments to IAS 12 – Income Taxes which introduced a mandatory temporary exception from the recognition and disclosure of deferred taxes related to the implementation of Pillar Two model rules. These rules were developed by the Organization for Economic Co-operation and Development and were designed to ensure that large, multinational enterprises are subject to a minimum income tax rate of 15% in each jurisdiction they operate. The IAS 12 amendments require that the Company separately disclose the current tax expense/income related to Pillar Two income taxes. As of January 31, 2024, the Pillar Two legislation has not yet been substantively enacted in the Company’s jurisdictions and the Company has yet to apply the temporary exemption. The Company will disclose known or reasonably estimable information related to the Company’s exposure to Pillar Two income taxes when it is applicable and will disclose separately current tax related to Pillar Two income taxes when it is in effect.

BASIS OF PRESENTATION (Tables)

BASIS OF PRESENTATION (Tables)	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
Schedule of subsidiary	Schedule of subsidiary Company Name Registered Holding Functional Currency Vicinity Motor Corp. British Columbia Parent Company United States Dollar Vicinity Motor (Bus) Corp. British Columbia 100% Canadian Dollar Vicinity Motor (Bus) USA Corp. United States 100% United States Dollar

SUMMARY OF MATERIAL AND OTHER_3

SUMMARY OF MATERIAL AND OTHER ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Summary Of Material And Other 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 Straight-line, 40 years Manufacturing equipment Declining balance, 20%

TRADE AND OTHER RECEIVABLES (Ta

TRADE AND OTHER RECEIVABLES (Tables)	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
Schedule of trade and other receivables	Schedule of trade and other receivables December 31, 2023 December 31, 2022 $ $ Trade receivable 2,627 1,076 Income tax receivable 185 160 Sales tax receivable 19 21 Duties receivable 172 162 Receivable from manufacturer 2,596 1,236 Total Trade and other receivables 5,599 2,655

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
	Dec. 31, 2023
Disclosure Inventory Abstract
Schedule of inventory	Schedule of inventory December 31, 2023 December 31, 2022 $ $ Finished goods 9,985 8,098 Work in progress – vehicles 11,560 42 Parts for resale 1,728 1,928 Total Inventory 23,273 10,068

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2023
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, 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 Additions — 571 — 571 Write-down of intangible asset (5,115 ) — — (5,115 ) Foreign exchange 337 60 20 417 At December 31, 2023 9,275 3,252 838 13,365 Accumulated Amortization Balance 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 Depreciation 151 32 69 252 Foreign exchange 66 1 12 79 At December 31, 2023 3,012 36 502 3,550 Carrying Value At December 31, 2022 11,258 2,618 397 14,273 At December 31, 2023 6,263 3,216 336 9,815

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
Schedule of property and equipment	Schedule of property and equipment Buses Available for Lease (a) Office Equipment Right-of-Use Asset Vehicles Land Plant and Equipment (b) Total $ $ $ $ $ $ $ Cost At December 31, 2021 3,889 1,464 620 782 1,760 4,434 12,949 Additions 9 1,093 2,242 390 — 9,821 13,555 Disposals (285 ) (6 ) — — — — (291 ) Foreign exchange (229 ) (295 ) (162 ) (73 ) — — (759 ) At December 31, 2022 3,384 2,256 2,700 1,099 1,760 14,255 25,454 Additions 258 149 197 813 — 731 2,148 Disposals — — — (47 ) — — (47 ) Foreign exchange 88 46 67 35 — — 236 At December 31, 2023 3,730 2,451 2,964 1,900 1,760 14,986 27,791 Accumulated Amortization At December 31, 2021 839 333 504 439 — — 2,115 Disposals (22 ) (1 ) — — — — (23 ) Depreciation 388 88 403 36 — — 915 Foreign exchange (64 ) (26 ) (46 ) (30 ) — — (166 ) At December 31, 2022 1,141 394 861 445 — — 2,841 Disposals — — (37 ) — — (37 ) Depreciation 370 114 463 39 — 182 1,168 Foreign exchange 35 11 29 10 — — 85 At December 31, 2023 1,546 519 1,353 457 — 182 4,057 Carrying Value December 31, 2022 2,243 1,862 1,839 654 1,760 14,255 22,613 December 31, 2023 2,184 1,932 1,611 1,443 1,760 14,804 23,734

DEFERRED REVENUE (Tables)

DEFERRED REVENUE (Tables)	12 Months Ended
	Dec. 31, 2023
Deferred Revenue
Schedule of deferred revenue	Schedule of deferred revenue December 31, 2023 December 31, 2022 $ $ Opening balance of deferred revenue (a) 2,382 3,193 Additions – sales deposits 2,169 452 Revenue recognized during the year (179 ) (1,123 ) Change in foreign exchange 57 (140 ) Ending balance of deferred revenue 4,429 2,382 Less: Current portion 4,429 2,382 Long-term portion of deferred revenue — — a) During the year ended December 31, 2021, the Company recognized deferred revenue in relation to a non-cash agreement with a customer in which the Company provided the customer with 8 leased buses to be leased until the delivery of the 8 new buses which are expected to be delivered in 2024. As a result, the Company has recognized $162 as lease revenue (December 31, 2022: $127; December 31, 2021: $14) and has a deferred revenue balance of $1,812 as at December 31, 2023 (December 31, 2022 - $1,929).

PROVISION FOR WARRANTY COST (Ta

PROVISION FOR WARRANTY COST (Tables)	12 Months Ended
	Dec. 31, 2023
Provision For Warranty Cost
Schedule of provision for warranty cost	Schedule of provision for warranty cost December 31, 2023 December 31, 2022 $ $ Opening balance of warranty provision 1,709 1,669 Additions 368 499 Warranty claims applied (494 ) (841 ) Change in estimate of warranty provision (860 ) 421 Change in foreign exchange 24 (39 ) Ending balance of warranty provision 747 1,709 Less: Current portion 612 1,585 Long-term portion of warranty provision 135 124

CURRENT DEBT FACILITIES (Tables

CURRENT DEBT FACILITIES (Tables)	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
Schedule of current debt facilities	Schedule of current debt facilities December 31, 2023 December 31, 2022 $ $ Unsecured debentures - 2021 (a) 8,499 6,587 8,499 6,587 a) On October 5, 2021, the Company issued C$10.3 million 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 that did not require derecognition of the original debt. As a result, a gain of $803 on modification of debt was recorded during the year ended December 31, 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. On September 25, 2023, the maturity date of the debentures was extended with C$1,648 of accrued interest being added to the principal with the new principal amount being C$11,948. The facility is repayable with 25% (C$2,987) principal payments due in April and July of 2024, with the remainder and interest payable due on October 4, 2024. As a result, a gain of $492 on modification of debt was recorded during the year ended December 31, 2023. In connection with the extension, the Company cancelled 1,000,000 warrants from the previous agreement. On extension the Company issued 1,500,000 warrants to purchase common shares at an exercise price of C$1.33 per share. The value of these warrants was incorporated in the $492 gain on modification of debt. The warrants expire on October 4, 2024.

CONVERTIBLE DEBT (Tables)

CONVERTIBLE DEBT (Tables)	12 Months Ended
	Dec. 31, 2023
Convertible Debt
Schedule of changes in fair value statement of loss	Schedule of changes in fair value statement of loss Host debentures Embedded derivatives Total $ $ $ As at January 1, 2023 — — — Convertible debt principal 2,208 747 2,955 Transactions costs (159 ) — (159 ) As at March 27, 2023 2,049 747 2,796 Change in fair value N/A (605 ) (605 ) Interest accretion 394 — 394 Foreign exchange 56 17 73 As at December 31, 2023 2,499 159 2,658
Schedule of assumptions	Schedule of assumptions Assumptions Risk-free interest rate 4.0 5.0 Credit spread 28.4 % Expected life of options 1.0 2.5 Annual dividend rate 0 % Annualized volatility 41.4 50.2

OTHER LONG-TERM LIABILITIES (Ta

OTHER LONG-TERM LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
Schedule of lease obligation	Schedule of lease obligation December 31, 2023 December 31, 2022 $ $ Term loan (a) 8,880 — Lease obligation (b) 1,655 1,883 Vehicles 42 69 Less: Current portion (1,222 ) (449 ) 9,355 1,503
Schedule of long term lease liabilities	Schedule of long term lease liabilities December 31, 2023 $ Undiscounted minimum lease payments: Less than one year 523 One to two years 533 Two to three years 523 Three to six years 198 1,777 Effect of discounting (122 ) Present value of minimum lease payments – total lease liability 1,655 Less: Current portion (464 ) Long-term lease liabilities 1,191

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
Schedule of share purchase warrants	Schedule of share purchase warrants Number of Weighted Average Exercise Price C$ Outstanding, December 31, 2020 1,934,100 3.89 Issued 2,407,304 6.64 Forfeited (9,379 ) 4.50 Exercised (1,924,721 ) 3.89 Outstanding, December 31, 2021 2,407,304 6.64 Issued 5,577,778 3.84 Cancelled (412,000 ) 4.50 Outstanding, December 31, 2022 7,573,082 4.53 Issued 2,250,000 1.45 Cancelled (1,000,000 ) 2.25 Outstanding, December 31, 2023 8,823,082 4.00
Schedule of share option activity	Schedule of share option activity Number of Weighted Average Exercise Price C$ Outstanding, December 31, 2020 1,173,320 2.70 Issued 684,999 6.71 Exercised (256,662 ) 2.06 Outstanding, December 31, 2021 1,601,657 4.52 Issued 387,500 1.60 Forfeited (341,670 ) 5.21 Exercised (66,661 ) 1.40 Outstanding, December 31, 2022 1,580,826 3.79 Issued 602,000 1.17 Forfeited (514,999 ) 3.02 Outstanding, December 31, 2023 1,667,827 3.08
Schedule of weighted average assumptions	Schedule of weighted average assumptions December 31, 2023 December 31, 2022 December 31, 2021 Fair value at grant date (C$) $ 0.55 $ 0.75 $ 4.20 Fair value at grant date (US$) $ 0.42 $ 0.56 $ 3.27 Risk-free interest rate 4.01 % 3.47 % 0.42 % Expected life of options 5 5 4 Expected dividend rate 0 % 0 % 0 % Annualized volatility 80 % 97 % 90 % Forfeiture rate 15 % 14 % 3 %
Schedule of stock options outstanding	Schedule of stock options outstanding Options Outstanding Options Exercisable Exercise Remaining Contractual Life (Years) Expiry Date C$ January 17, 2019 166,666 166,666 2.40 0.05 January 17, 2024 November 15, 2019 233,333 233,333 1.50 0.88 November 15, 2024 November 28, 2019 16,666 16,666 1.56 0.91 November 28, 2024 May 4, 2020 24,999 24,999 1.20 1.34 May 4, 2025 November 23, 2020 66,664 66,664 6.15 1.90 November 23, 2025 January 12, 2021 333,333 333,333 6.51 2.03 January 11, 2026 February 1, 2021 41,666 41,666 9.36 2.09 January 31, 2026 April 27, 2021 60,000 50,000 7.24 2.32 April 26, 2026 March 31, 2022 40,000 20,000 2.98 3.25 March 30, 2027 November 25, 2022 82,500 27,500 1.30 3.90 November 24, 2027 May 11, 2023 50,000 8,333 1.02 4.36 May 10, 2028 November 15, 2023 552,000 — 1.30 4.88 November 14, 2028 Total 1,667,827 989,160
Schedule of restricted share units	Schedule of restricted share units Number of RSUs Outstanding, December 31, 2020 — Issued 166,000 Outstanding, December 31, 2021 166,000 Vested (166,000 ) — — Outstanding, December 31, 2022 and December 31, 2023 —
Schedule of deferred share units	Schedule of deferred share units Number of DSUs Outstanding, December 31, 2020 95,141 Issued 75,650 Outstanding, December 31, 2021 170,791 Issued 452,910 Outstanding, December 31, 2022 623,701 Issued 666,749 Outstanding, December 31, 2023 1,290,450

RELATED PARTY BALANCES AND TR_2

RELATED PARTY BALANCES AND TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Balances And Transactions
Schedule of related party transactions	Schedule of related party transactions Year ended Year ended Year ended December 31, 2023 December 31, 2022 December 31, 2021 $ $ $ Salaries and Benefits 867 1,187 1,572 Stock-based compensation 589 1,345 869 Total 1,456 2,532 2,441

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2023
Notes and other explanatory information [abstract]
Schedule of income tax expenses	Schedule of income tax expenses December 31, 2023 December 31, 2022 December 31, 2021 $ $ $ Loss before tax (16,633 ) (17,746 ) (6,859 ) Combined statutory tax rates 27 % 27 % 27 % Expected tax recovery (4,491 ) (4,791 ) (1,852 ) Non-deductible items 459 (60 ) 369 Share issuance costs — — (1,198 ) Other (51) (41 ) 94 Differences in foreign tax rates (15 ) 9 (13 ) Change in unrecognized deferred tax assets 4,098 5,085 3,064 Current income tax expense — 202 464
Schedule of deferred tax asset	Schedule of deferred tax asset December 31, 2023 December 31, 2022 $ $ Deferred tax assets (liabilities): Tax loss carry-forwards 16,003 11,747 Property and equipment (691 ) (54 ) Intangible asset 1,453 (529 ) Warranty provision 474 440 Financing costs 982 1,213 Other provisions 77 (28 ) Deferred tax assets 18,298 12,789 Unrecognized deferred tax assets (18,298 ) (12,789 ) Recognized net deferred tax assets — —
Schedule of non-capital loss carry forwards	Schedule of non-capital loss carry forwards 2031 414 2032 862 2033 518 2034 2,165 2035 3,040 2036 4,391 2037 1,166 2038 1,593 2039 1,533 2040 3,283 2041 7,962 2042 18,249 2043 14,205 Non capital loss 59,381

FINANCIAL INSTRUMENTS (Tables)

FINANCIAL INSTRUMENTS (Tables)	12 Months Ended
	Dec. 31, 2023
Financial Instruments
Schedule of disclosure of financial instruments	Schedule of disclosure of financial instruments December 31, 2023 December 31, 2022 $ $ Assets: Measured at amortized cost (i) 7,625 4,277 Liabilities: Amortized cost (ii) 47,663 14,108 Fair value through P&L (iii) 159 — (i) Cash and cash equivalents, and trade and other receivables (ii) Accounts payable and accrued liabilities, current loans, and lease obligations. (iii) Embedded derivatives related to convertible debt (only financial instrument carried at fair value)
Schedule of accounts receivable	Schedule of accounts receivable December 31, 2023 December 31, 2022 $ $ Current, including holdbacks 1,487 911 Past due amounts but not impaired: 1-60 days 598 105 Greater than 60 days 3,514 1,639 Less: Allowance for doubtful accounts — — Total accounts receivables, net 5,599 2,655
Schedule of disclosure of financial liabilities	Schedule of 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, 2023 Accounts payable 10,162 (10,162 ) (10,162 ) — — — Convertible debt 2,658 (3,024 ) (3,024 ) Current debt facilities 8,499 (9,034 ) (9,034 ) — — — Credit facility 15,926 (15,926 ) (15,926 ) Other long-term liabilities 10,577 (14,337 ) (2,238 ) (2,570 ) (2,561 ) (6,968 ) Total 47,822 (52,483 ) (40,384 ) (2,570 ) (2,561 ) (6,968 )
Schedule of quantitative data of currency risk exposure	Schedule of quantitative data of currency risk exposure 2023 $ Net Canadian dollar monetary asset (liability) CAD thousands (14,915 ) Net US dollar monetary asset (liability) USD thousands (33 )

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2023
Segment Information
Schedule of revenue	Schedule of revenue Year ended December 31, 2023 Year ended December 31, 2022 Year ended December 31, 2021 $ $ $ Canada Bus sales 5,326 7,912 10,925 Truck sales 6,973 983 — Vehicle Sales 12,299 8,895 10,925 Spare part sales 4,369 4,517 2,504 Operating lease revenue 31 — — Other revenue 4,400 4,517 2,504 Total Canada Sales 16,699 13,412 13,429 United States Bus sales 1,352 4,270 27,272 Vehicle Sales 1,352 4,270 27,272 Spare part sales 850 666 197 Operating lease revenue 149 127 810 Other revenue 999 793 1,007 Total United States Sales 2,351 5,063 28,279 Total Vehicle Sales 13,651 13,165 38,197 Total Other Revenue 5,399 5,310 3,511 Total Sales 19,050 18,475 41,708

NATURE OF OPERATIONS AND GOIN_2

NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) $ in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 CAD ($)
Nature Of Operations And Going Concern
Working capital	$ 2,862	$ 1,573
Net Loss	16,633	17,948	$ 7,323
Cash in operations	24,697	9,082
Revenues	19,050	$ 18,475	$ 41,708
Renewal of existing credit facilities	$ 30,000
Commitments amount				$ 10

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details)	12 Months Ended
	Dec. 31, 2023
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
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

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2023
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
Asset Under Lease [Member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Straight-line, over lease term
Plant [Member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Straight-line, 40 years
Manufacturing Equipment [Member]
IfrsStatementLineItems [Line Items]
Depreciation method property and equipment	Declining balance, 20%

SUMMARY OF MATERIAL AND OTHER_4

SUMMARY OF MATERIAL AND OTHER ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2023
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, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Trade receivable	$ 2,627	$ 1,076
Income tax receivable	185	160
Sales tax receivable	19	21
Duties receivable	172	162
Receivable from manufacturer	2,596	1,236
Total Trade and other receivables	$ 5,599	$ 2,655

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disclosure Inventory Abstract
Finished goods	$ 9,985	$ 8,098
Work in progress – vehicles	11,560	42
Parts for resale	1,728	1,928
Total Inventory	$ 23,273	$ 10,068

INVENTORY (Details Narrative)

INVENTORY (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure Inventory Abstract
Finished goods	$ 178	$ 1,227	$ 0
Inventory expense	$ 13,057	$ 14,408	$ 31,914

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost	$ 17,492	$ 23,690
Additions	571	203
Reduction of deferred consideration		(4,639)
Write-down of intangible asset	(5,115)	(345)
Foreign exchange	417	(1,417)
Balance at ending, cost	13,365	17,492
Balance at beginning, Accumulated Amortization	3,219	1,337
Depreciation	252	2,051
Foreign exchange	79	(169)
Balance at ending, Accumulated Amortization	3,550	3,219
Carrying Value	9,815	14,273
Purchased Intellectual Property [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost	14,053	20,285
Additions
Reduction of deferred consideration		(4,639)
Write-down of intangible asset	(5,115)
Foreign exchange	337	(1,593)
Balance at ending, cost	9,275	14,053
Balance at beginning, Accumulated Amortization	2,795	983
Depreciation	151	1,954
Foreign exchange	66	(142)
Balance at ending, Accumulated Amortization	3,012	2,795
Carrying Value	6,263	11,258
Developed Intellectual Property [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost	2,621	2,156
Additions	571	203
Reduction of deferred consideration
Write-down of intangible asset
Foreign exchange	60	262
Balance at ending, cost	3,252	2,621
Balance at beginning, Accumulated Amortization	3
Depreciation	32	3
Foreign exchange	1
Balance at ending, Accumulated Amortization	36	3
Carrying Value	3,216	2,618
Software [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost	818	1,249
Additions
Reduction of deferred consideration
Write-down of intangible asset		(345)
Foreign exchange	20	(86)
Balance at ending, cost	838	818
Balance at beginning, Accumulated Amortization	421	354
Depreciation	69	94
Foreign exchange	12	(27)
Balance at ending, Accumulated Amortization	502	421
Carrying Value	$ 336	$ 397

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets
Licence fee income			$ 19,484
Interest and finance cost			78
Deferred consideration	$ 4,640
Terminated amount		$ 12,000
Carrying amount of the asset	6,000
Proceeds from government subsidy	$ 431	$ 817

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost		$ 22,613
Balance at ending, Cost		23,734	$ 22,613
Busesr Available For Lease [Member]
IfrsStatementLineItems [Line Items]
Carrying Value	[1]	2,184	2,243
Office equipment [member]
IfrsStatementLineItems [Line Items]
Carrying Value		1,932	1,862
Right Of Use Asset [Member]
IfrsStatementLineItems [Line Items]
Carrying Value		1,611	1,839
Vehicles [member]
IfrsStatementLineItems [Line Items]
Carrying Value		1,443	654
Land [member]
IfrsStatementLineItems [Line Items]
Carrying Value	[2]	1,760	1,760
Property Equipment [Member]
IfrsStatementLineItems [Line Items]
Carrying Value		14,804	14,255
Gross carrying amount [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost		25,454	12,949
Additions		2,148	13,555
Disposals		(47)	(291)
Foreign exchange		236	(759)
Balance at ending, Cost		27,791	25,454
Gross carrying amount [member] | Busesr Available For Lease [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost	[1]	3,384	3,889
Additions	[1]	258	9
Disposals	[1]		(285)
Foreign exchange	[1]	88	(229)
Balance at ending, Cost	[1]	3,730	3,384
Gross carrying amount [member] | Office equipment [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost		2,256	1,464
Additions		149	1,093
Disposals			(6)
Foreign exchange		46	(295)
Balance at ending, Cost		2,451	2,256
Gross carrying amount [member] | Right Of Use Asset [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost		2,700	620
Additions		197	2,242
Disposals
Foreign exchange		67	(162)
Balance at ending, Cost		2,964	2,700
Gross carrying amount [member] | Vehicles [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost		1,099	782
Additions		813	390
Disposals		(47)
Foreign exchange		35	(73)
Balance at ending, Cost		1,900	1,099
Gross carrying amount [member] | Land [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost	[2]	1,760	1,760
Additions	[2]
Disposals	[2]
Foreign exchange	[2]
Balance at ending, Cost	[2]	1,760	1,760
Gross carrying amount [member] | Property Equipment [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Cost		14,255	4,434
Additions		731	9,821
Disposals
Foreign exchange
Balance at ending, Cost		14,986	14,255
Accumulated depreciation and amortisation [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Accumulated Amortization		2,841	2,115
Disposals		(37)	(23)
Depreciation		1,168	915
Foreign exchange		85	(166)
Balance at ending, Accumulated Amortization		4,057	2,841
Carrying Value		23,734	22,613
Accumulated depreciation and amortisation [member] | Busesr Available For Lease [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Accumulated Amortization	[1]	1,141	839
Disposals	[1]		(22)
Depreciation	[1]	370	388
Foreign exchange	[1]	35	(64)
Balance at ending, Accumulated Amortization	[1]	1,546	1,141
Accumulated depreciation and amortisation [member] | Office equipment [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Accumulated Amortization		394	333
Disposals			(1)
Depreciation		114	88
Foreign exchange		11	(26)
Balance at ending, Accumulated Amortization		519	394
Accumulated depreciation and amortisation [member] | Right Of Use Asset [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Accumulated Amortization		861	504
Disposals
Depreciation		463	403
Foreign exchange		29	(46)
Balance at ending, Accumulated Amortization		1,353	861
Accumulated depreciation and amortisation [member] | Vehicles [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Accumulated Amortization		445	439
Disposals		(37)
Depreciation		39	36
Foreign exchange		10	(30)
Balance at ending, Accumulated Amortization		457	445
Accumulated depreciation and amortisation [member] | Land [member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Accumulated Amortization	[2]
Disposals	[2]
Depreciation	[2]
Foreign exchange	[2]
Balance at ending, Accumulated Amortization	[2]
Accumulated depreciation and amortisation [member] | Property Equipment [Member]
IfrsStatementLineItems [Line Items]
Balance at beginning, Accumulated Amortization
Disposals
Depreciation		182
Foreign exchange
Balance at ending, Accumulated Amortization		$ 182
[1]As at December 31, 2023, $471 of buses available for lease had been returned to the Company and are no longer under a lease contract with a customer (December 31, 2022: $573).[2]During the year ended December 31, 2023, the Company completed construction and received its certificate of occupancy for its US manufacturing campus in Ferndale, Washington. The building started being amortised during the year ended December 31, 2023, as the building was capable of operating in the manner intended by management and the expense is recorded in cost of goods sold.

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Property and equipment pledged security	$ 119
Loss on disposal of property and equipment		$ 27
Property and equipment realizable value	$ 42	$ 85

CREDIT FACILITY (Details Narrat

CREDIT FACILITY (Details Narrative) $ in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2017 CAD ($)
A B L Credit Facility [Member]
IfrsStatementLineItems [Line Items]
Credit facility		$ 10	$ 628
Credit facility expire date	Apr. 16, 2024
Royal Bank Of Canada And Export Development Canada [Member] | Revolving Credit Facility Agreement [Member]
IfrsStatementLineItems [Line Items]
Credit facility				$ 20
Credit Facility interest Description	The terms of the agreement were amended on October 23, 2020, renewing the asset-based lending (ABL) 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.
Royal Bank Of Canada And Export Development Canada [Member] | Credit Commitments [Member]
IfrsStatementLineItems [Line Items]
Credit facility	$ 30,000
Credit facility expire date	Apr. 16, 2024
Credit facility	$ 15,976		$ 0
Deferred financing fees	50
Carrying value of the debt	$ 15,926

DEFERRED REVENUE (Details)

DEFERRED REVENUE (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Deferred Revenue
Opening balance of deferred revenue	[1]	$ 2,382	$ 3,193
Additions sales deposits		2,169	452
Revenue recognized during the year		(179)	(1,123)
Change in foreign exchange		57	(140)
Ending balance of deferred revenue		4,429	2,382	[1]
Less: Current portion		4,429	2,382
Long-term portion of deferred revenue
[1]During the year ended December 31, 2021, the Company recognized deferred revenue in relation to a non-cash agreement with a customer in which the Company provided the customer with 8 leased buses to be leased until the delivery of the 8 new buses which are expected to be delivered in 2024. As a result, the Company has recognized $162 as lease revenue (December 31, 2022: $127; December 31, 2021: $14) and has a deferred revenue balance of $1,812 as at December 31, 2023 (December 31, 2022 - $1,929).

PROVISION FOR WARRANTY COST (De

PROVISION FOR WARRANTY COST (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Provision For Warranty Cost
Opening balance of warranty provision	$ 1,709	$ 1,669
Additions	368	499
Warranty claims applied	(494)	(841)
Change in estimate of warranty provision	(860)	421
Change in foreign exchange	24	(39)
Ending balance of warranty provision	747	1,709
Less: Current portion	612	1,585
Long-term portion of warranty provision	$ 135	$ 124

CURRENT DEBT FACILITIES (Detail

CURRENT DEBT FACILITIES (Details) - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Unsecured debentures - 2021	[1]	$ 8,499	$ 6,587
Current debt facilities		$ 8,499	$ 6,587
[1]On October 5, 2021, the Company issued C$10.3 million 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 that did not require derecognition of the original debt. As a result, a gain of $803 on modification of debt was recorded during the year ended December 31, 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. On September 25, 2023, the maturity date of the debentures was extended with C$1,648 of accrued interest being added to the principal with the new principal amount being C$11,948. The facility is repayable with 25% (C$2,987) principal payments due in April and July of 2024, with the remainder and interest payable due on October 4, 2024. As a result, a gain of $492 on modification of debt was recorded during the year ended December 31, 2023. In connection with the extension, the Company cancelled 1,000,000 warrants from the previous agreement. On extension the Company issued 1,500,000 warrants to purchase common shares at an exercise price of C$1.33 per share. The value of these warrants was incorporated in the $492 gain on modification of debt. The warrants expire on October 4, 2024.

CURRENT DEBT FACILITIES (Deta_2

CURRENT DEBT FACILITIES (Details Narrative) - USD ($) $ in Thousands			12 Months Ended
	Sep. 25, 2023	Jun. 15, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
IfrsStatementLineItems [Line Items]
Borrowing costs	$ 240	$ 449
Effective interest rate	24%
Interest expense on debt instruments issued			$ 1,970	$ 1,748	$ 411
Accounts payable and accrued liabilities			$ 274	$ 765
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Annual interest	8%		3.75%
Top of range [member]
IfrsStatementLineItems [Line Items]
Annual interest	13%		5%

CONVERTIBLE DEBT (Details)

CONVERTIBLE DEBT (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 27, 2023	Dec. 31, 2023	Dec. 31, 2023
Host Debentures [Member]
IfrsStatementLineItems [Line Items]
Convertible debts, beginning balance		$ 2,049
Convertible debt principal	2,208
Transactions costs	(159)
Interest accretion		394
Foreign exchange		56
Convertible debts, ending balance		2,499	2,499
Embedded Derivatives [Member]
IfrsStatementLineItems [Line Items]
Convertible debts, beginning balance		747
Convertible debt principal	747
Transactions costs
Change in fair value		(605)
Interest accretion
Foreign exchange		17
Convertible debts, ending balance		159	159
Total Derivatives [Member]
IfrsStatementLineItems [Line Items]
Convertible debts, beginning balance		2,796
Convertible debt principal	2,955
Transactions costs	$ (159)
Change in fair value		(605)
Interest accretion		394
Foreign exchange		73
Convertible debts, ending balance		$ 2,658	$ 2,658

CONVERTIBLE DEBT (Details 1)

CONVERTIBLE DEBT (Details 1) - Embedded Derivatives [Member]	12 Months Ended
	Dec. 31, 2023
IfrsStatementLineItems [Line Items]
Risk-free interest rate, minimum	4%
Risk-free interest rate, maximum	5%
Credit spread	28.40%
Expected life of options, minimum	1 year
Expected life of options, maximum	2 years 6 months
Annual dividend rate	0%
Annualized volatility, minimum	41.40%
Annualized volatility, maximum	50.20%

CONVERTIBLE DEBT (Details Narra

CONVERTIBLE DEBT (Details Narrative) $ / shares in Units, $ in Thousands, $ in Millions		12 Months Ended
	Mar. 27, 2023 CAD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
IfrsStatementLineItems [Line Items]
Interest expense		$ 1,970		$ 1,748	$ 411
Convertible Debts [Member]
IfrsStatementLineItems [Line Items]
Proceeds from convertible debt	$ 4
Interest rate	15%
Maturity date	Sep. 27, 2024
Conversion price | $ / shares			$ 1.45
Exercise price | $ / shares			$ 1.45
Gain on change in fair value		605
Interest expense		733
Accounts payable and accrued liabilities		$ 339	$ 339

OTHER LONG-TERM LIABILITIES (De

OTHER LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Notes and other explanatory information [abstract]
Term loan	$ 8,880
Lease obligation	1,655	1,883
Vehicles	42	69
Current portion of other long-term liabilities	(1,222)	(449)
Other long-term liabilities	$ 9,355	$ 1,503

OTHER LONG-TERM LIABILITIES (_2

OTHER LONG-TERM LIABILITIES (Details 1) $ in Thousands	Dec. 31, 2023 USD ($)
Notes and other explanatory information [abstract]
Lease less than one year	$ 523
Lease one to two years	533
Lease Two to three years	523
Lease three to six years	198
Gross lease liabilities	1,777
Effect of discounting	(122)
Present value of minimum lease payments - total lease liability	1,655
Less: Current portion	(464)
Long-term lease liabilities	$ 1,191

OTHER LONG-TERM LIABILITIES (_3

OTHER LONG-TERM LIABILITIES (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Sep. 25, 2023
IfrsStatementLineItems [Line Items]
Proceeds from lenders	$ 9,000
Transaction costs incurred		$ 132
Interest expense on loans		1,069
Deferred financing fees		120
Carrying value of loan		$ 8,880
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Loan interest rate		3.75%	8%
Top of range [member]
IfrsStatementLineItems [Line Items]
Loan interest rate		5%	13%

SHARE CAPITAL (Details)

SHARE CAPITAL (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Notes and other explanatory information [abstract]
Outstanding - beginning of year	7,573,082	2,407,304	1,934,100
Outstanding - beginning of year (in CAD per share)	$ 4.53	$ 6.64	$ 3.89
Issued	2,250,000	5,577,778	2,407,304
Issued (in CAD per share)	$ 1.45	$ 3.84	$ 6.64
Cancelled	(1,000,000)	(412,000)	(9,379)
Cancelled (in CAD per share)	$ 2.25	$ 4.50	$ 4.50
Exercised			(1,924,721)
Exercised (in CAD per share)			$ 3.89
Outstanding - ending of year	8,823,082	7,573,082	2,407,304
Outstanding - ending of year (in CAD per share)	$ 4	$ 4.53	$ 6.64

SHARE CAPITAL (Details 1)

SHARE CAPITAL (Details 1)	12 Months Ended
	Dec. 31, 2023 shares $ / shares	Dec. 31, 2022 shares $ / shares	Dec. 31, 2021 shares $ / shares
Notes and other explanatory information [abstract]
Outstanding - beginning of year | shares	1,580,826	1,601,657	1,173,320
Outstanding - beginning of year (in CAD per share) | $ / shares	$ 3.79	$ 4.52	$ 2.70
Issued | shares	602,000	387,500	684,999
Issued (in CAD per share) | $ / shares	$ 1.17	$ 1.60	$ 6.71
Exercised | shares		(66,661)	(256,662)
Exercised (in CAD per share) | $ / shares		$ 1.40	$ 2.06
Forfeited | shares	(514,999)	(341,670)
Forfeited (in USD per share) | $ / shares	$ 3.02	$ 5.21
Outstanding - ending of year | shares	1,667,827	1,580,826	1,601,657
Outstanding - end of year (in CAD per share) | $ / shares	$ 3.08	$ 3.79	$ 4.52

SHARE CAPITAL (Details 2)

SHARE CAPITAL (Details 2)	12 Months Ended
	Dec. 31, 2023 $ / shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares	Dec. 31, 2021 $ / shares
Notes and other explanatory information [abstract]
Fair value at grant date (in CAD per share) | (per share)	$ 0.42	$ 0.55	$ 0.56	$ 0.75	$ 3.27	$ 4.20
Risk-free interest rate	4.01%	4.01%	3.47%	3.47%	0.42%	0.42%
Expected life of options	5 years	5 years	5 years	5 years	4 years	4 years
Annual dividend rate	0%	0%	0%	0%	0%	0%
Annualized volatility	80%	80%	97%	97%	90%	90%
Forfeiture rate	15%	15%	14%	14%	3%	3%

SHARE CAPITAL (Details 3)

SHARE CAPITAL (Details 3)	12 Months Ended
	Dec. 31, 2023 shares $ / shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
IfrsStatementLineItems [Line Items]
Number of options outstanding	1,667,827	1,580,826	1,601,657	1,173,320
Number of options exercisable	989,160
Range 1 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	166,666
Number of options exercisable	166,666
Exercise price | $ / shares	$ 2.40
Remaining contractual life	18 days
Expiry date	Jan. 17, 2024
Range 2 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	233,333
Number of options exercisable	233,333
Exercise price | $ / shares	$ 1.50
Remaining contractual life	10 months 17 days
Expiry date	Nov. 15, 2024
Range 3 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	16,666
Number of options exercisable	16,666
Exercise price | $ / shares	$ 1.56
Remaining contractual life	10 months 28 days
Expiry date	Nov. 28, 2024
Range 4 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	24,999
Number of options exercisable	24,999
Exercise price | $ / shares	$ 1.20
Remaining contractual life	1 year 4 months 2 days
Expiry date	May 04, 2025
Range 5 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	66,664
Number of options exercisable	66,664
Exercise price | $ / shares	$ 6.15
Remaining contractual life	1 year 10 months 24 days
Expiry date	Nov. 23, 2025
Range 6 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	333,333
Number of options exercisable	333,333
Exercise price | $ / shares	$ 6.51
Remaining contractual life	2 years 10 days
Expiry date	Jan. 11, 2026
Range 7 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	41,666
Number of options exercisable	41,666
Exercise price | $ / shares	$ 9.36
Remaining contractual life	2 years 1 month 2 days
Expiry date	Jan. 31, 2026
Range 8 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	60,000
Number of options exercisable	50,000
Exercise price | $ / shares	$ 7.24
Remaining contractual life	2 years 3 months 25 days
Expiry date	Apr. 26, 2026
Range 9 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	40,000
Number of options exercisable	20,000
Exercise price | $ / shares	$ 2.98
Remaining contractual life	3 years 3 months
Expiry date	Mar. 30, 2027
Range 10 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	82,500
Number of options exercisable	27,500
Exercise price | $ / shares	$ 1.30
Remaining contractual life	3 years 10 months 24 days
Expiry date	Nov. 24, 2027
Range 11 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	50,000
Number of options exercisable	8,333
Exercise price | $ / shares	$ 1.02
Remaining contractual life	4 years 4 months 9 days
Expiry date	May 10, 2028
Range 12 [Member]
IfrsStatementLineItems [Line Items]
Number of options outstanding	552,000
Number of options exercisable
Exercise price | $ / shares	$ 1.30
Remaining contractual life	4 years 10 months 17 days
Expiry date	Nov. 14, 2028

SHARE CAPITAL (Details 4)

SHARE CAPITAL (Details 4) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Notes and other explanatory information [abstract]
Restricted stock outstanding, beginning balance		166,000
Restricted stock, issued			166,000
Restricted stock, vested		(166,000)
Restricted stock outstanding, ending balance			166,000

SHARE CAPITAL (Details 5)

SHARE CAPITAL (Details 5) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Notes and other explanatory information [abstract]
Deferred stock outstanding, beginning balance	623,701	170,791	95,141
Deferred stock, issued	666,749	452,910	75,650
Deferred stock outstanding, ending balance	1,290,450	623,701	170,791

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
IfrsStatementLineItems [Line Items]
Issuance of shares warrants exercised shares	925,667	5,118,554
Share issuance costs	$ 48	$ 205
Issuance of shares private placement	819	$ 6,244
Warrants Issued for private placement		4,444,445	1,995,304
Private placement price		$ 2.70	$ 4.27
Proceeds from exercise of warrants			$ 6,128
Issuance of shares options exercised shares		66,661	256,662
Average exercise price		$ 1.13	$ 3.18
Proceeds from exercise of options		$ 75	$ 6,128
Issuance of shares private placement	$ 867	$ 18,449	$ 17,563
Warrants exercised shares			1,924,721
Warrant issued for debt agreement	1,500,000	1,000,000	412,000
Warrants description	The warrants expire on October 4, 2024. 1,000,000 warrants from the previous extension on June 15, 2022, were cancelled.
Warrant issued for consulting agreement	750,000
Warrants agent issued for private placement		133,333
Options vested value	$ 88	$ 116	$ 814
Stock-based compensation	$ 0	$ 696	$ 216
Deferred Share Units issued	666,749	452,910	75,650
Value of deferred share units issued	$ 555	$ 569	$ 323
Executives And Directors [Member]
IfrsStatementLineItems [Line Items]
Stock option granted	602,000	387,500	160,000
Consulting Firms [Member]
IfrsStatementLineItems [Line Items]
Stock option granted			524,999
Employees [Member]
IfrsStatementLineItems [Line Items]
Average exercise price			$ 1.62
Proceeds from exercise of options			$ 416
Issued capital [member]
IfrsStatementLineItems [Line Items]
Proceeds from exercise of warrants			$ 6,269
Issuance of shares - RSU vested, Shares		166,000
Issuance of shares - private placement, Shares	925,667	9,562,999	4,114,242
Issuance of shares private placement	$ 867	$ 18,449	$ 17,563
Warrants [member]
IfrsStatementLineItems [Line Items]
Share issuance costs		$ 1,283	$ 3,567
Warrants Issued for private placement		4,444,445
Proceeds from exercise of warrants		$ 12,000
Bottom of range [member]
IfrsStatementLineItems [Line Items]
Shares prices ranging	$ 0.87	$ 0.79
Top of range [member]
IfrsStatementLineItems [Line Items]
Shares prices ranging	$ 1.01	$ 3.65

RELATED PARTY BALANCES AND TR_3

RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Balances And Transactions
Salaries and Benefits	$ 867	$ 1,187	$ 1,572
Stock-based compensation	589	1,345	869
Total	$ 1,456	$ 2,532	$ 2,441

RELATED PARTY BALANCES AND TR_4

RELATED PARTY BALANCES AND TRANSACTIONS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Balances And Transactions
Lease payments	$ 203	$ 215	$ 191
Depreciation and interest expense of lease	211	231	$ 179
Accounts payable	$ 14	$ 1

INCOME TAX (Details)

INCOME TAX (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Notes and other explanatory information [abstract]
Loss before tax	$ (16,633)	$ (17,746)	$ (6,859)
Combined statutory tax rates	27%	27%	27%
Expected tax recovery	$ (4,491)	$ (4,791)	$ (1,852)
Non-deductible items	459	(60)	369
Share issuance costs			(1,198)
Other	(51)	(41)	94
Differences in foreign tax rates	(15)	9	(13)
Change in unrecognized deferred tax assets	4,098	5,085	3,064
Current income tax expense		$ 202	$ 464

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets (liabilities):
Tax loss carry-forwards	$ 16,003	$ 11,747
Property and equipment	(691)	(54)
Intangible asset	1,453	(529)
Warranty provision	474	440
Financing costs	982	1,213
Other provisions	77	(28)
Deferred tax assets	18,298	12,789
Unrecognized deferred tax assets	(18,298)	(12,789)
Recognized net deferred tax assets

INCOME TAX (Details 2)

INCOME TAX (Details 2) $ in Thousands	Dec. 31, 2023 USD ($)
Notes and other explanatory information [abstract]
2031	$ 414
2032	862
2033	518
2034	2,165
2035	3,040
2036	4,391
2037	1,166
2038	1,593
2039	1,533
2040	3,283
2041	7,962
2042	18,249
2043	14,205
Non capital loss	$ 59,381

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) $ in Thousands	Dec. 31, 2023 USD ($)
Reserve Quantities [Line Items]
Non-capital loss carry forwards	$ 59,381
Country Of Canada [Member]
Reserve Quantities [Line Items]
Non-capital loss carry forwards	57,866
Country Of United States [Member]
Reserve Quantities [Line Items]
Non-capital loss carry forwards	$ 1,515

FINANCIAL INSTRUMENTS (Details)

FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets:
Measured at amortized cost (i)	$ 7,625	$ 4,277
Liabilities:
Amortized cost (ii)	47,663	14,108
Fair value through P&L (iii)	$ 159

FINANCIAL INSTRUMENTS (Details

FINANCIAL INSTRUMENTS (Details - 1) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Current, including holdbacks	$ 1,487	$ 911
Past due amounts	2,627	1,076
Less: Allowance for doubtful accounts
Total accounts receivables, net	5,599	2,655
Later than one month and not later than two months [member]
IfrsStatementLineItems [Line Items]
Past due amounts	598	105
Later than two months and not later than three months [member]
IfrsStatementLineItems [Line Items]
Past due amounts	$ 3,514	$ 1,639

FINANCIAL INSTRUMENTS (Detail_2

FINANCIAL INSTRUMENTS (Details 2) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
IfrsStatementLineItems [Line Items]
Current debt facilities	$ 8,499	$ 6,587
Carrying amount [member]
IfrsStatementLineItems [Line Items]
Accounts payable	10,162
Convertible debt	2,658
Current debt facilities	8,499
Credit facility	15,926
Other long-term liabilities	10,577
Total	47,822
Contractual Cash Flows [Member]
IfrsStatementLineItems [Line Items]
Accounts payable	(10,162)
Convertible debt	(3,024)
Current debt facilities	(9,034)
Credit facility	(15,926)
Other long-term liabilities	(14,337)
Total	(52,483)
Not later than one year [member]
IfrsStatementLineItems [Line Items]
Accounts payable	(10,162)
Convertible debt	(3,024)
Current debt facilities	(9,034)
Credit facility	(15,926)
Other long-term liabilities	(2,238)
Total	(40,384)
Later than one year and not later than two years [member]
IfrsStatementLineItems [Line Items]
Accounts payable
Current debt facilities
Other long-term liabilities	(2,570)
Total	(2,570)
Later than two years and not later than three years [member]
IfrsStatementLineItems [Line Items]
Accounts payable
Current debt facilities
Other long-term liabilities	(2,561)
Total	(2,561)
Later Than Three Years And Not Later Than Six Years [Member]
IfrsStatementLineItems [Line Items]
Accounts payable
Current debt facilities
Other long-term liabilities	(6,968)
Total	$ (6,968)

FINANCIAL INSTRUMENTS (Detail_3

FINANCIAL INSTRUMENTS (Details 3) - Dec. 31, 2023 $ in Thousands, $ in Thousands	USD ($)	CAD ($)
Financial Instruments
Net asset (liability)	$ (33)	$ (14,915)

FINANCIAL INSTRUMENTS (Detail_4

FINANCIAL INSTRUMENTS (Details Narrative) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 CAD ($)
Financial Instruments
Fair value of debenture	$ 2,499
Cash	629			$ 210
Accounts receivable	4,465			0
Accounts payable	4,765			579
Short term loans				11,241
Convertible debt				$ 3,305
Negative working capital	2,862
Cash for operating activities	24,697	$ 9,082	$ (3,594)
Cash for investing activities	1,945	$ 10,698	$ 23,120
Financial instruments drawn	15,976,000
Financial instruments credit facility	$ 30,000

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	$ 19,050	$ 18,475	$ 41,708
Country Of Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	16,699	13,412	13,429
Country Of United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	2,351	5,063	28,279
Bus Sales [Member] | Country Of Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	5,326	7,912	10,925
Bus Sales [Member] | Country Of United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	1,352	4,270	27,272
Truck Sales [Member] | Country Of Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	6,973	983
Vehicle Sales [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	13,651	13,165	38,197
Vehicle Sales [Member] | Country Of Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	12,299	8,895	10,925
Vehicle Sales [Member] | Country Of United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	1,352	4,270	27,272
Spare Part Sales [Member] | Country Of Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	4,369	4,517	2,504
Spare Part Sales [Member] | Country Of United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	850	666	197
Operating Lease Revenue [Member] | Country Of Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	31
Operating Lease Revenue [Member] | Country Of United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	149	127	810
Other Revenue [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	5,399	5,310	3,511
Other Revenue [Member] | Country Of Canada [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	4,400	4,517	2,504
Other Revenue [Member] | Country Of United States [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Revenue	$ 999	$ 793	$ 1,007

SEGMENT INFORMATION (Details Na

SEGMENT INFORMATION (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
IfrsStatementLineItems [Line Items]
Sales	$ 19,050	$ 18,475	$ 41,708
First Customers [Member]
IfrsStatementLineItems [Line Items]
Sales	4,174	6,261	26,795
Accounts receivable	1,458	1,226
Second Customers [Member]
IfrsStatementLineItems [Line Items]
Sales	2,510	4,792	$ 4,423
Accounts receivable	1,138	$ 572
Third Customers [Member]
IfrsStatementLineItems [Line Items]
Sales	2,099
Accounts receivable	1,073
Fourth Customers [Member]
IfrsStatementLineItems [Line Items]
Accounts receivable	$ 598

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands	Dec. 31, 2023 USD ($)
Notes and other explanatory information [abstract]
Future payments	$ 31,906