GP 6-K
GREENPOWER MOTOR Co INC. (GP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number 001-39476
GreenPower Motor Company Inc.
(Translation of registrant's name into English)
#240 - 209 Carrall Street, Vancouver, British Columbia V6B 2J2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]
SUBMITTED HEREWITH
EXHIBIT 99.2 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED (NO. 333-276209) AND FORM S-8 (NO. 333-261422), TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED.
| 99.1 | Press Release dated September 18, 2026 |
| 99.2 | Material Change Report dated September 18, 2026 |
| 99.3 | Early Warning Report dated September 18, 2026 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GreenPower Motor Company Inc.
| /s/ Michael Sieffert | |
| Michael Sieffert, Chief Financial Officer | |
| Date: September 18, 2026 |
 |
Press Release |
GreenPower Converts Series B Preferred Convertible Shares
Vancouver, Canada, September 18, 2026 - GreenPower Motor Company Inc. (NASDAQ: GP) ("GreenPower" or the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector converts Series B convertible preferred shares of the Company.
The conversions included: (i) the conversion of 324 Series B Convertible Preferred Shares held by Koko Financial Services Ltd. ("Koko") into 244,201 common shares of the Company (each, a "Share") on August 6, 2026, (ii) the conversion of 610 Series B Convertible Preferred Shares held by 0851433 BC Ltd. ("NumberCo") into 464,367 Shares on August 18, 2026, and (iii) the conversion of 818 Series B Convertible Preferred Shares held by FWP Holdings LLC ("FWP Holdings") into 627,868 Shares on August 18, 2026. Each of Koko, NumberCo and FWP Holdings is controlled by Fraser Atkinson (the "Acquiror"), the Company's Chief Executive Officer, Chairman and a director. These transactions have been filed on Insider Trading Reports on SEDI.
As the Shares were issued to companies controlled by an insider of the Company, the issuance is considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the issuance of Shares is considered to be a "related party transaction" within the meaning of MI 61-101 but is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(g) and 5.7(e) of MI 61-101.
Early Warning Requirements - Fraser Atkinson
The following disclosure is being provided as required by applicable securities and regulatory requirements.
On August 6, 2026, 324 Series B Convertible Preferred Shares held by Koko were converted into 244,201 Shares, and on August 18, 2026, 610 Series B Convertible Preferred Shares held by NumberCo and 818 Series B Convertible Preferred Shares held by FWP Holdings were converted into 464,367 Shares and 627,868 Shares, respectively.
Prior to the conversions of the Series B Convertible Preferred Shares, the Acquiror directly and indirectly owned and controlled the following securities:
-
536,230 Shares held directly;
-
2,857 Shares held indirectly through Atkinson Family Trust;
-
785,555 Shares held indirectly through FWP Acquisition Corp. ("FWP Acquisition"), a private company owned by the Acquiror;
-
6,818 Shares held indirectly through FWP Holdings;
-
70,893 Shares held indirectly through KFS Capital LLC ("KFS"), a private limited liability company owned by the Acquiror;
-
89,008 Shares held indirectly through Koko;
-
1,786 Shares held through H. Atkinson ITF RR Atkinson;
-
1,786 Shares held through H. Atkinson ITF SS Atkinson;
-
24,500 stock options (each, an "Option");
-
54,348 share purchase warrants (each, a "Warrant") held by FWP Acquisition;
-
Secured convertible debentures (each, a "Debenture") in the amount of US$1,874,945 held by FWP Acquisition;
-
Debenture in the amount of US$108,055 held by Koko; and
-
6,392 Series B Convertible Preferred Shares, of which 4,640 are held indirectly through FWP Acquisition, 818 are held indirectly through FWP Holdings, 324 are held indirectly through Koko and 610 are held indirectly through NumberCo,
which represents 17.5% of the 8,547,602 issued and outstanding Shares immediately prior to the conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, on a non-diluted basis. If the Acquiror were to exercise the Options, the Warrants and convert the Debentures and the Series B Convertible Preferred Shares, the Acquiror would directly and indirectly own and control 6,813,266 Shares or 49.1% of the issued and outstanding Shares calculated on a partially-diluted basis.
Following conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, the Acquiror directly and indirectly owned and controlled the following securities:
-
536,230 Shares held directly;
-
2,857 Shares held indirectly through Atkinson Family Trust;
-
785,555 Shares held indirectly through FWP Acquisition;
-
464,367 Shares held indirectly through NumberCo;
-
634,686 Shares held indirectly through FWP Holdings;
-
70,893 Shares held indirectly through KFS;
-
333,209 Shares held indirectly through Koko;
-
1,786 Shares held through H. Atkinson ITF RR Atkinson;
-
1,786 Shares held through H. Atkinson ITF SS Atkinson;
-
24,500 Options;
-
54,348 Warrants held by FWP Acquisition;
-
Debenture in the amount of US$1,874,945 held by FWP Acquisition;
-
Debenture in the amount of US$108,055 held by Koko; and
-
4,640 Series B Convertible Preferred Shares held indirectly through FWP Acquisition,
which represents 28.6% of the 9,884,038 issued and outstanding Shares following the conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, on a non-diluted basis. If the Acquiror were to exercise the Options, the Warrants and convert the Debentures and the Series B Convertible Preferred Shares, the Acquiror would directly and indirectly own and control 7,262,614 Shares or 50.7% of the issued and outstanding Shares calculated on a partially-diluted basis.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
For further information contact:
Fraser Atkinson, CEO
(604) 220-8048
Michael Sieffert, CFO
Brendan Riley, President
About GreenPower Motor Company Inc.
GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. For further information go to www.greenpowermotor.com
Forward-Looking Statements
This document contains forward-looking statements relating to, among other things, GreenPower's business and operations and the environment in which it operates, which are based on GreenPower's operations, estimates, forecasts and projections. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, such as whether the Company will continue to optimize its operations and focus on initiatives that drive sustainable growth, or whether the Company will continue to meet all of the requirements to maintain its Nasdaq exchange listing. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. GreenPower disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
©2026 GreenPower Motor Company Inc. All rights reserved. All amounts in US$ unless otherwise indicated.
51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
GreenPower Motor Company Inc. (the "Company" or "GreenPower")
#240 - 209 Carrall Street
Vancouver, BC V6B 2J2
Item 2 Date of Material Change
August 6, 2026 and August 18, 2026
Item 3 News Release
The news release dated September 18, 2026 was disseminated through Newsfile Corp. on September 18, 2026.
Item 4 Summary of Material Change
The Company issued an aggregate of 1,336,436 common shares of the Company (each, a "Share") pursuant to the conversion of an aggregate of 1,752 series B convertible preferred shares of the Company (each, a "Series B Convertible Preferred Share").
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company issued an aggregate of 1,336,436 Shares pursuant to the conversion of an aggregate of 1,752 Series B Convertible Preferred Shares.
The conversions included (i) the conversion of 324 Series B Convertible Preferred Shares held by Koko Financial Services Ltd. ("Koko") into 244,201 Shares on August 6, 2026, (ii) the conversion of 610 Series B Convertible Preferred Shares held by 0851433 BC Ltd. ("NumberCo") into 464,367 Shares on August 18, 2026, and (iii) the conversion of 818 Series B Convertible Preferred Shares held by FWP Holdings LLC ("FWP Holdings") into 627,868 Shares on August 18, 2026. Each of Koko, NumberCo and FWP Holdings is controlled by Fraser Atkinson, the Company's Chief Executive Officer and a director.
As the Shares were issued to companies controlled by an insider of the Company, the issuance of the Shares constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements contained in Sections 5.5(g) and 5.7(e) of MI 61-101, respectively.
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MI 61-101 Requirements
The issuance of the Shares upon conversion of the Series B Convertible Preferred Shares is a "related party transaction" as such term is defined in MI 61-101.
The following supplementary information is provided in accordance with Section 5.2 of MI 61-101.
(a) a description of the transaction and its material terms:
See Item 4 above for a description of the conversion of Series B Convertible Preferred Shares.
(b) the purpose and business reasons for the transaction:
The Series B Convertible Preferred Shares were converted in accordance with their terms.
(c) the anticipated effect of the transaction on the issuer's business and affairs:
The conversions resulted in the issuance of an aggregate of 1,336,436 Shares and a corresponding reduction in the number of issued and outstanding Series B Convertible Preferred Shares from 6,392 to 4,640. Following the conversions, the Company had 9,884,038 Shares issued and outstanding.
(d) a description of:
(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:
Koko, a private company owned by Fraser Atkinson, the Chief Executive Officer, Chairman and a director of the Company, converted 324 Series B Convertible Preferred Shares into 244,201 Shares on August 6, 2026.
NumberCo, a private company owned by Fraser Atkinson, the Chief Executive Officer, Chairman and a director of the Company, converted 610 Series B Convertible Preferred Shares into 464,367 Shares on August 18, 2026.
FWP Holdings, a private limited liability company owned by Fraser Atkinson, the Chief Executive Officer, Chairman and a director of the Company, converted 818 Series B Convertible Preferred Shares into 627,868 Shares on August 18, 2026.
(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:
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The following table sets out the effect of the conversion of the Series B Convertible Preferred Shares on the percentage of securities of the Company beneficially owned or controlled by Fraser Atkinson:
| Name and Position |
Number of Securities Issued |
No. of Securities Held Prior to the Conversion |
Percentage of Issued and Outstanding Securities Prior to the Conversion |
No. of Securities Held After the Conversion |
Percentage of Issued and Outstanding Securities After the Conversion |
| Fraser Atkinson Chief Executive Officer, Chairman and Director |
1,336,436 Shares(1) | Undiluted: 1,494,933(2) Diluted: 6,813,266(3) |
Undiluted: 17.5%(4) Diluted: 49.1%(5) |
Undiluted: 2,831,369(6) Diluted: 7,262,614(7) |
Undiluted: 28.6%(8) Diluted: 50.7%(9) |
(1) Comprised of: (i) 244,201 Shares issued to Koko on August 6, 2026 upon conversion of 324 Series B Convertible Preferred Shares; (ii) 464,367 Shares issued to NumberCo on August 18, 2026 upon conversion of 610 Series B Convertible Preferred Shares; and (iii) 627,868 Shares issued to FWP Holdings on August 18, 2026 upon conversion of 818 Series B Convertible Preferred Shares.
(2) Comprised of: (i) 536,230 Shares held directly; (ii) 2,857 Shares held by Atkinson Family Trust; (iii) 785,555 Shares held indirectly through FWP Acquisition, (iv) 6,818 Shares held indirectly through FWP Holdings; (v) 89,008 Shares held indirectly through Koko; (vi) 70,893 Shares indirectly through KFS Capital LLC ("KFS"), a private company owned by Fraser Atkinson; (vii) 1,786 Shares held indirectly through H. Atkinson ITF SS Atkinson; and (viii) 1,786 Shares held indirectly through H. Atkinson ITF RR Atkinson.
(3) Comprised of: (i) an aggregate of 1,494,933 Shares held directly and indirectly; (ii) 24,500 stock options, each of which is exercisable into one Share, of which 5,000 are exercisable at a price of $164.50 per Share until December 10, 2026, 6,000 are exercisable at a price of $38.00 per Share until February 14, 2028, 6,000 are exercisable at a price of $27.20 per Share until March 27, 2029 and 7,500 are exercisable at a price of $7.80 per Share until March 14, 2030; (iii) 54,348 Shares that may be issued on exercise of share purchase warrants held indirectly through FWP Acquisition which are exercisable at a price of $4.60 per Share until May 14, 2027; (iv) 1,893,884 Shares that may be issued on conversion of convertible debentures assuming the conversion price of US$0.99 held indirectly through FWP Acquisition; (v) 109,146 Shares that may be issued on conversion of convertible debentures assuming the conversion price of US$0.99 held indirectly through Koko; (vi) 2,349,367 Shares that may be issued on conversion of the 4,640 Series B Convertible Preferred Shares held indirectly through FWP Acquisition assuming a conversion price of US$1.975 per Share; (vii) 414,177 Shares that may be issued on conversion of the 818 Series B Convertible Preferred Shares held indirectly through FWP Holdings assuming a conversion price of US$1.975 per Share; (viii) 308,861 Shares that may be issued on conversion of the 610 Series B Convertible Preferred Shares held indirectly through NumberCo assuming a conversion price of US$1.975 per Share; and (ix) 164,050 Shares that may be issued on conversion of the 324 Series B Convertible Preferred Shares held indirectly through Koko assuming a conversion price of US$1.975 per Share, all of which may be exercised or converted within 60 days.
(4) Based on 8,547,602 Shares outstanding prior to the conversions of the Series B Convertible Preferred Shares into Shares.
(5) Based on 13,865,935 Shares comprised of: (i) 8,547,602 Shares outstanding prior to the conversions; (ii) 24,500 Shares that may be issuable on exercise of stock options of the Company held by Fraser Atkinson; (iii) 54,348 Shares that may be issuable on exercise of share purchase warrants held by FWP Acquisition; (iv) 1,893,884 Shares that may be issued on conversion of convertible debentures held indirectly through FWP Acquisition assuming a conversion price of US$0.99 per Share; (v) 109,146 Shares that may be issued on conversion of convertible debentures held indirectly through Koko assuming a conversion price of US$0.99 per Share; (vi) 2,349,367 Shares that may be issued on conversion of the 4,640 Series B Convertible Preferred Shares held indirectly through FWP Acquisition assuming a conversion price of $1.975 per Share; (vii) 414,177 Shares that may be issued on conversion of the 818 Series B Convertible Preferred Shares held indirectly through FWP Holdings assuming a conversion price of $1.975 per Share; (viii) 308,861 Shares that may be issued on conversion of the 610 Series B Convertible Preferred Shares held indirectly through NumberCo assuming a conversion price of $1.975 per Share; and (ix) 164,050 Shares that may be issued on conversion of the 324 Series B Convertible Preferred Shares held indirectly through Koko assuming a conversion price of $1.975 per Share, all of which may be exercised or converted within 60 days.
(6) Comprised of: (i) 536,230 Shares held directly; (ii) 2,857 Shares held by the Atkinson Family Trust; (iii) 785,555 Shares held indirectly through FWP Acquisition, (iv) 464,367 Shares held indirectly through NumberCo, (v) 634,686 Shares held indirectly through FWP Holdings; (vi) 333,209 Shares held indirectly through Koko; (vii) 70,893 Shares indirectly through KFS; (viii) 1,786 Shares held indirectly through H. Atkinson ITF SS Atkinson; and (ix) 1,786 Shares held indirectly through H. Atkinson ITF RR Atkinson.
(7) Comprised of: (i) an aggregate of 2,831,369 Shares held directly and indirectly; (ii) 24,500 stock options, each of which is exercisable into one Share, of which 5,000 are exercisable at a price of $164.50 per Share until December 10, 2026, 6,000 are exercisable at a price of $38.00 per Share until February 14, 2028, 6,000 are exercisable at a price of $27.20 per Share until March 27, 2029 and 7,500 are exercisable at a price of $7.80 per Share until March 14, 2030; (iii) 54,348 Shares that may be issued on exercise of share purchase warrants held indirectly through FWP Acquisition which are exercisable at a price of $4.60 per Share until May 14, 2027; (iv) 1,893,884 Shares that may be issued on conversion of convertible debentures assuming the conversion price of US$0.99 held indirectly through FWP Acquisition; (v) 109,146 Shares that may be issued on conversion of convertible debentures assuming the conversion price of US$0.99 held indirectly through Koko; (vi) 2,349,367 Shares that may be issued on conversion of the Series B Convertible Preferred Shares held indirectly through FWP Acquisition assuming a conversion price of US$1.975 per Share, all of which may be exercised within the next 60 days.
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(8) Based on 9,884,038 Shares outstanding after the conversions of the Series B Convertible Preferred Shares into Shares.
(9) Based on 14,315,283 Shares comprised of: (i) 9,884,038 Shares outstanding after the conversions of the Series B Convertible Preferred Shares into Shares; (ii) 24,500 Shares that may be issuable on exercise of stock options of the Company held by Fraser Atkinson; (iii) 54,348 Shares that may be issuable on exercise of share purchase warrants held by FWP Acquisition; (iv) 1,893,884 Shares that may be issued on conversion of convertible debentures assuming the conversion price of US$0.99 held indirectly through FWP Acquisition; (v) 109,146 Shares that may be issued on conversion of convertible debentures assuming the conversion price of US$0.99 held indirectly through Koko; and (vi) 2,349,367 Shares that may be issued on conversion of the Series B Convertible Preferred Shares held indirectly through FWP Acquisition assuming a conversion price of US$1.975 per Share, all of which may be exercised within the next 60 days.
(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:
The board of directors approved the issuance of the Series B Convertible Preferred Shares and the terms governing their conversion, with Fraser Atkinson abstaining from voting on the issuance of Series B Convertible Preferred Shares. All of the independent directors of the Company, acting in good faith, determined that the Company was facing financial difficulty and that the transactions were designed to improve the financial position of the Company. The independent directors also determined that the terms of the Series B Convertible Preferred Shares were reasonable in the circumstances. A special committee was not established in connection with the approval of the loans and loan agreements, and no materially contrary view or abstention was expressed or made by any director.
(f) a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:
Not applicable.
(g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:
(i) that has been made in the 24 months before the date of the material change report:
Not applicable.
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(ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:
Not applicable.
(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:
The Company previously entered into subscription agreements pursuant to which the Series B Convertible Preferred Shares were issued to Koko, NumberCo and FWP Holdings. On August 6, 2026 and August 18, 2026, an aggregate of 1,752 Series B Convertible Preferred Shares were converted into an aggregate of 1,336,436 Shares in accordance with the terms of the Series B Convertible Preferred Shares.
(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:
The issuance of the Shares is considered to be a "related party transaction" within the meaning of MI 61-101, but is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(g) and 5.7(e) of MI 61-101.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7 Omitted Information
None
Item 8 Executive Officer
Fraser Atkinson, CEO, Chairman and Director, (604) 220-8048
Item 9 Date of Report
September 18, 2026
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NATIONAL INSTRUMENT 62-103F1
REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS
1. Security and Reporting Issuer
1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
Common shares (the "Shares"), stock options (the "Options"), share purchase warrants (the "Warrants"), secured convertible debentures (the "Debentures") and series B preferred convertible shares (the "Series B Convertible Preferred Shares") of GreenPower Motor Company Inc. (the "Company") of #240 - 209 Carrall Street, Vancouver, BC V6B 2J2.
1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
Not applicable.
2. Identity of the Acquiror
2.1 State the name and address of the Acquiror
Fraser Atkinson (the "Acquiror")
#240 - 209 Carrall Street
Vancouver, BC V6B 2J2
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
On August 6, 2026, Koko Financial Services Ltd. ("Koko") a private company controlled by the Acquiror, converted 324 Series B Convertible Preferred Shares into 244,201 Shares.
On August 18, 2026, 0851433 B.C. Ltd. ("NumberCo"), a private company controlled by the Acquiror, converted 610 Series B Convertible Preferred Shares into 464,367 Shares.
On August 18, 2026, FWP Holdings LLC ("FWP Holdings"), a private limited liability company controlled by the Acquiror, converted 818 Series B Convertible Preferred Shares into 627,868 Shares.
The Shares issued, combined with the 1,494,933 Shares the Acquiror owned and controlled directly and indirectly, the 24,500 Shares that may be issued on exercise of Options granted to the Acquiror and controlled directly, the 54,348 Shares that may be issued on exercise of Warrants, the 2,003,030 Shares that may be issued on conversion of the Debentures and the 2,349,367 Shares that may be issued on conversion of the Series B Convertible Shares, subject to adjustment, that the Acquiror controlled indirectly, prior to the issuance of such Shares, would result in the Acquiror owning 7,262,614 Shares representing 50.7% of the Shares of the Company based on 9,884,038 Shares issued and outstanding as of such date (and 14,315,283 Shares on a partially diluted basis).
- 2 -
2.3 State the name of any joint actors
Not applicable.
3. Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the Acquiror's securityholding percentage in the class of securities.
The Acquiror acquired control over an aggregate of 1,336,436 Shares issued upon conversion of an aggregate of 1,752 Series B Convertible Preferred Shares held by companies controlled by the Acquiror. See Item 3.4 for the change in the Acquiror's securityholding percentage.
3.2 State whether the acquirer acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.
The Acquiror acquired control over the Shares that triggered the requirement to file this report.
3.3 If the transaction involved a securities lending arrangement, state that fact.
Not applicable.
3.4 State the designation and number or principal amount of securities and the Acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.
Immediately prior to the conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, the Acquiror directly and indirectly owns and controls an aggregate of:
-
536,230 Shares held directly;
-
2,857 Shares held indirectly through Atkinson Family Trust;
-
785,555 Shares held indirectly through FWP Acquisition Corp. ("FWP Acquisition"), a private company owned by the Acquiror;
-
6,818 Shares held indirectly through FWP Holdings;
-
70,893 Shares held indirectly through KFS Capital LLC ("KFS"), a private limited liability company owned by the Acquiror;
- 3 -
-
89,008 Shares held indirectly through Koko Financial Services Ltd. ("Koko"), a private company owned by the Acquiror;
-
1,786 Shares held through H. Atkinson ITF RR Atkinson;
-
1,786 Shares held through H. Atkinson ITF SS Atkinson;
-
24,500 Options;
-
54,348 Warrants held by FWP Acquisition;
-
Debenture in the amount of US$1,874,945 held by FWP Acquisition;
-
Debenture in the amount of US$108,055 held by Koko; and
-
6,392 Series B Convertible Preferred Shares, of which 4,640 are held indirectly through FWP Acquisition, 818 are held indirectly through FWP Holdings, 324 are held indirectly through Koko and 610 are held indirectly through NumberCo,
which represents 17.5% of the 8,547,602 issued and outstanding Shares prior to the date of the issuance of the Series B Convertible Preferred Shares and Shares, on a non-diluted basis. If the Acquiror were to exercise the Options, the Warrants and convert the Debentures and the Series B Convertible Preferred Shares, the Acquiror would directly and indirectly own and control 6,813,266 Shares or 49.1% of the issued and outstanding Shares calculated on a partially-diluted basis.
Following conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, the Acquiror directly and indirectly owns and controls an aggregate of:
-
536,230 Shares held directly;
-
2,857 Shares held indirectly through Atkinson Family Trust;
-
785,555 Shares held indirectly through FWP Acquisition;
-
464,367 Shares held indirectly through NumberCo;
-
634,686 Shares held indirectly through FWP Holdings;
-
70,893 Shares held indirectly through KFS;
-
333,209 Shares held indirectly through Koko;
-
1,786 Shares held through H. Atkinson ITF RR Atkinson;
-
1,786 Shares held through H. Atkinson ITF SS Atkinson;
-
24,500 Options;
-
54,348 Warrants held by FWP Acquisition;
- 4 -
-
Debenture in the amount of US$1,874,945.21 held by FWP Acquisition;
-
Debenture in the amount of US$108,054.79 held by Koko; and
-
4,640 Series B Convertible Preferred Shares held indirectly through FWP Acquisition,
which represents 28.6% of the 9,884,038 issued and outstanding Shares following the conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, on a non-diluted basis. If the Acquiror were to exercise the Options, the Warrants and convert the Debentures and the Series B Convertible Preferred Shares, the Acquiror would directly and indirectly own and control 7,262,614 Shares or 50.7% of the issued and outstanding Shares calculated on a partially-diluted basis.
3.5 State the designation and number or principal amount of securities and the Acquiror's securityholding percentage in the class of securities referred to in Item 3.4 over which
(a) the Acquiror, either alone or together with any joint actors, has ownership and control,
See Item 3.4 above.
(b) the Acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the Acquiror or any joint actor, and
Not applicable.
(c) the Acquiror, either alone or together with any joint actors, has exclusive or shared control by does not have ownership.
Not applicable.
3.6 If the Acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the Acquiror's securityholdings.
Not applicable.
3.7 If the Acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
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State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
3.8 If the Acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the Acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.
Not applicable.
4. Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.
See Item 2.2 above.
4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the Acquiror.
See Item 2.2 above.
4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition of disposition.
See Item 2.2 above.
5. Purpose of the Transaction
State the purpose or purposes of the Acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the Acquiror and any joint actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
The Shares were acquired upon conversion of Series B Convertible Preferred Shares in accordance with their terms. The Acquiror intends to monitor the business and affairs of the Company, including its financial performance, and, depending on these factors, market conditions and other factors, may acquire additional securities of the Company as considered appropriate. Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities laws.
6. Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the Acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
See Item 2.2 above.
7. Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the Acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's securities.
Not applicable.
8. Exemption
If the Acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for this transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
9. Certification
I, as the Acquiror, certify, or I, as the agent filing the report on behalf of an Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
DATED this 18th day of September, 2026.
/s/ Fraser Atkinson
Fraser Atkinson