6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2022

Commission File No. 001-40387

THE LION ELECTRIC COMPANY

(Translation of registrant’s name into English)

921 chemin de la Rivière-du-Nord

Saint-Jérôme (Québec) J7Y 5G2

(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 ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBIT INDEX

Exhibits 99.1 and 99.2 included with this report are hereby incorporated by reference to the registrant’s Registration Statement on Form F-10 (File No. 333-265627), as amended and supplemented, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit<br><br>Number	Description of Exhibit
99.1	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2022
99.2	Condensed Interim Consolidated Financial Statements for thee three and six months ended June 30, 2022
99.3	Second Quarter Earnings Release Dated August 5, 2022
99.4	Certification of Interim Filing — CEO
99.5	Certification of Interim Filing — CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE LION ELECTRIC COMPANY
Date: August 5, 2022	By:	/s/ Nicolas Brunet
	Name:	Nicolas Brunet
	Title:	Executive Vice President & Chief Financial Officer

Document

THE LION ELECTRIC COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

THE LION ELECTRIC COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Table of Contents

1.0Preface	2
2.0Basis of Presentation	2
3.0Caution Regarding Forward-Looking Statements	2
4.0Non-IFRS Measures and Other Performance Metrics	4
5.0Company Overview	5
6.0Research and Development	7
7.0Financial Highlights	7
8.0Operational Highlights	8
9.0Recent Developments	10
10.0Order Book	12
11.0 Key Factors Affecting Lion's Performance	15
12.0Components of Results of Operations	17
13.0Results of Operations	20
14.0Financial Position	26
15.0Cash Flows	27
16.0Liquidity and Capital Resources	28
17.0Financial Risk Management	32
18.0Accounting Policies, Accounting Estimates and Judgments,<br><br>and New Accounting Standards Not Yet Applied	33
19.0Emerging Growth Company Status	34
20.0Internal Controls Over Financial Reporting	34
21.0Foreign Private Issuer Status	35

1.0Preface

The following management’s discussion and analysis (“MD&A”) provides information concerning the financial condition and results of operations of The Lion Electric Company (the “Company” or “Lion”) for the three and six months ended June 30, 2022. This MD&A should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2022, as well as the audited annual consolidated financial statements of the Company and the related notes for the years ended December 31, 2021, 2020 and 2019. Some of the information contained in this MD&A contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from underlying forward-looking statements as a result of various factors, including those described in section 3.0 of this MD&A entitled “Caution Regarding Forward-Looking Statements”, in section 23.0 entitled “Risk Factors” of the Company’s MD&A for the years ended December 31, 2021, 2020 and 2019, and in Item 3.D entitled “Risk Factors” of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021. This MD&A reflects information available to the Company as of August 4, 2022, the date of this MD&A.

2.0Basis of Presentation

The Company’s fiscal year is the twelve-month period ending December 31 of each year. This MD&A is based on the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2022, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”) and in accordance with International Accounting Standard (“IAS”) 34—Interim Financial Reporting.

All amounts presented are in United States dollars unless otherwise indicated.

Lion has one reportable operating segment, the manufacturing and sales of electric vehicles in Canada and in the United States.

All shares, stock options, warrants and per share information presented in the unaudited condensed interim consolidated financial statements and this MD&A have been adjusted, including on a retroactive basis where necessary for prior periods, to reflect the share split of 1:4.1289 completed in connection with the Company's business combination and plan of reorganization (the “Business Combination”) with Northern Genesis Acquisition Corp. (“NGA”) on May 6, 2021.

Certain figures, such as interest rates and other percentages included in this MD&A, have been rounded for ease of presentation. Percentage figures included in this MD&A have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this MD&A may vary slightly from those obtained by performing the same calculations using the figures in Lion’s unaudited condensed interim consolidated financial statements or in the associated text. Certain other amounts that appear in this MD&A may similarly not sum due to rounding.

3.0Caution Regarding Forward-Looking Statements

This MD&A contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws and within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). Any statements contained in this MD&A that are not statements of historical fact, including statements about Lion’s beliefs and expectations, are forward-looking statements and should be evaluated as such.

Forward-looking statements may be identified by the use of words such as “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “project,” “potential,” “seem,” “seek,” “future,” “target” or other similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking

statements contain such identifying words. These forward-looking statements include statements regarding the Company’s order book and the Company's ability to convert it into actual sales, the Company’s long-term strategy and future growth, the Company’s battery plant and innovation center project in Quebec and its U.S. manufacturing facility project, and the expected launch of new models of electric vehicles. Such forward-looking statements are based on a number of estimates and assumptions that Lion believes are reasonable when made, including that Lion will be able to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners, that Lion will continue to operate its business in the normal course, that Lion will be able to implement its growth strategy, that Lion will be able to successfully and timely complete the construction of its U.S. manufacturing facility and its Quebec battery plant and innovation center, that Lion will not suffer any supply chain challenges or any material disruption in the supply of raw materials on competitive terms, that Lion will be able to maintain its competitive position, that Lion will continue to improve its operational, financial and other internal controls and systems to manage its growth and size, that its results of operations and financial condition will not be adversely affected, that Lion will be able to benefit, either directly or indirectly (including through its clients), from government subsidies and economic incentives in the future, and that Lion will be able to secure additional funding through equity or debt financing on terms acceptable to Lion when required in the future. Such estimates and assumptions are made by Lion in light of the experience of management and their perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Lion believes that these risks and uncertainties include the following:

•any adverse changes in U.S. or Canadian general economic, business, market, financial, political or legal conditions, including as consequences of the global COVID-19 pandemic and the emergence of COVID-19 variants;

•any adverse effects of the Russia-Ukraine war, which continues to affect economic and global financial markets and exacerbate ongoing economic challenges;

•any inability to successfully and economically manufacture and distribute its vehicles at scale and meet its customers’ business needs;

•any inability to ramp-up the production of Lion's products and meet project construction and other project timelines;

•any unfavorable fluctuations and volatility in the price and availability of raw materials included in components used to manufacture Lion's products;

•any inability to reduce total cost of ownership of electric vehicles sold by Lion over time;

•the reliance on key management and any inability to attract and/or retain key personnel;

•any inability to execute the Company's growth strategy;

•the reliance on key suppliers and any inability to maintain an uninterrupted supply of raw materials;

•labor shortages (including as a result of employee turnover, departures, and demands for higher wages) which may force the Company to operate at reduced capacity, to lower its production and delivery rates or lower its growth plans, and could pose additional challenges related to employee compensation;

•any inability by Lion to meet the expectations of its customers in terms of products, specifications, and services;

•any inability to maintain the Company's competitive position;

•any inability to reduce its costs of supply over time;

•any inability to maintain and enhance the Company's reputation and brand;

•any significant product repair and/or replacement due to product warranty claims or product recalls;

•any failure of information technology systems or any cybersecurity and data privacy breaches or incidents;

•any event or circumstance resulting in the Company's inability to convert its order book into actual sales, including the reduction, elimination or discriminatory application of government subsidies and economic incentives;

•any inability to secure adequate insurance coverage or a potential increase in insurance costs;

•natural disasters, epidemic or pandemic outbreaks, boycotts and geo-political events such as civil unrest and acts of terrorism, the current military conflict between Russia and Ukraine or similar disruptions; and

•the outcome of any legal proceedings that may be instituted against the Company from time to time.

These and other risks and uncertainties related to the businesses of Lion are described in greater detail in section 23.0 entitled “Risk Factors” of the Company's MD&A for the years ended December 31, 2021, 2020 and 2019 and in Item 3.D entitled “Risk Factors” of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021. Many of these risks are beyond Lion’s management’s ability to control or predict. All forward-looking statements attributable to Lion or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained and risk factors identified in this MD&A and in other documents filed with the applicable Canadian regulatory securities authorities and the Securities and Exchange Commission.

Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under applicable securities laws, Lion undertakes no obligation, and expressly disclaims any duty, to update, revise or review any forward-looking information, whether as a result of new information, future events or otherwise.

4.0Non-IFRS Measures and Other Performance Metrics

This MD&A makes reference to Adjusted EBITDA, which is a non-IFRS financial measure, as well as other performance metrics, including the Company’s order book, which are defined below. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. Lion compensates for these limitations by relying primarily on Lion's IFRS results and using Adjusted EBITDA and order book on a supplemental basis. Readers should not rely on any single financial measure to evaluate Lion's business.

Adjusted EBITDA

“Adjusted EBITDA” is defined as net earnings (loss) before finance costs, income tax expense or benefit, and depreciation and amortization, adjusted for share-based compensation, changes in fair value of share warrant obligations, foreign exchange (gain) loss and transaction and other non-recurring expenses. Adjusted EBITDA is intended as a supplemental measure of performance that is neither required by, nor presented in accordance with, IFRS. Lion believes that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Lion’s financial measures with those of comparable companies, which may present similar non-IFRS financial measures to investors. However, readers should be aware that when evaluating Adjusted EBITDA, Lion may incur future expenses similar to those excluded when calculating Adjusted EBITDA. In addition, Lion’s presentation of these measures should not be construed as an inference that Lion’s future results will be unaffected by unusual or non-recurring items. Lion’s computation of Adjusted EBITDA may not be comparable to other similarly entitled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion. Readers should review

the reconciliation of net earnings (loss), the most directly comparable IFRS financial measure, to Adjusted EBITDA presented by the Company under section 13.0 of this MD&A entitled "Results of Operations - Reconciliation of Adjusted EBITDA."

Order Book

This MD&A also makes reference to the Company’s "order book" with respect to vehicles (trucks and buses) as well as charging stations. The Company’s vehicle and charging stations order book, expressed as a number of units or the amount of sales expected to be recognized in the future (at the applicable time of delivery) in respect of such number of units, is determined by management based on purchase orders that have been signed, orders that have been formally confirmed by clients or products in respect of which formal joint applications for governmental subsidies or economic incentives have been made by the applicable clients and the Company. The vehicles included in the vehicle order book as of August 4, 2022 provided for a delivery period ranging from a few months to the end of the year ending December 31, 2025. Substantially all deliveries are subject to the granting of subsidies and incentives with processing times that are subject to important variations, and there has been in the past and the Company expects there will continue to be variances between the expected delivery periods of orders and the actual delivery times, and certain delays could be significant. Such variances or delays could result in the loss of a subsidy or incentive and/or in the cancellation of certain orders, in whole or in part.

The Company’s presentation of the order book should not be construed as a representation by the Company that the vehicles and charging stations included in its order book will translate into actual sales. See section 10.0 of this MD&A entitled "Order Book" for a full description of the methodology used by the Company in connection with the order book and certain important risks and uncertainties relating to such methodology and the presentation of the order book.

5.0Company Overview

General

Lion is a corporation existing under the Business Corporations Act (Quebec). Lion believes it is a leader in the design, development, manufacturing, and distribution of purpose-built all-electric medium- and heavy-duty urban vehicles. Lion gained distinct industry expertise and a first-mover advantage in the medium- and heavy-duty commercial urban electric vehicles (“EV”) segment through more than 12 years of focused all-electric vehicle research and development (“R&D”), manufacturing, and commercialization experience. Lion’s vehicles and technology benefit from over 10 million miles driven by more than 700 of its purpose-built all-electric vehicles that are on the road today, in real-life operating conditions.

Lion’s line-up of purpose-built all-electric vehicles currently consists of seven urban truck and bus models available for purchase today.

Trucks				Buses
Lion 6 (Class 6 Truck)	Lion 8 (Class 8 Truck)	Lion8 Reefer	Lion8 Refuse*	LionC (type C school bus)	LionA (type A school bus)*	LionM (shuttle bus)*

* Commercial production has started and deliveries have been made in respect of all of the above Company’s models available for purchase today, except for (i) the Lion8 Refuse, in respect of which commercial production is expected to start before the end of 2022, (ii) the LionA (type A school bus), in respect of which commercial production is expected to start in Q4-2022 – Q1-2023, and (iii) the LionM (shuttle bus), in respect of which commercial production is expected to start in 2023. See section 9.0 entitled “Recent

Developments” for further details regarding the expected commercial production timeline of certain models as well as a description of certain events and optimization decisions that took place during July 2022 and have impacted such timeline. The expected commercial production timeline is also dependent on various risks and uncertainties, including those described in section 3.0 of this MD&A entitled "Caution Regarding Forward-Looking Statements".

Lion’s current development pipeline consists of six additional all-electric urban vehicles.

Trucks					Bus
Lion8 Tractor Truck*	Lion Ambulance*	Lion5 (Class 5 Truck)*	Lion Utility Truck*	Lion Bucket Truck*	Lion D (type D school bus)*

* In respect of the above models included in the Company’s pipeline of products, management currently expects commercial production to start according to the following schedule: (i) Lion8 Tractor Truck: first half of 2023, which timing may be subject to change and will be dependent upon the availability of battery packs currently expected to be obtained from a third party supplier, (ii) Lion Ambulance: first half of 2023, (iii) Lion5 (Class 5 Truck): first half of 2023, (iv) Lion Utility Truck: 2023, (v) Lion Bucket Truck: second half of 2022, and (iv) LionD (type D school bus): first half of 2023. See section 9.0 entitled “Recent Developments” for further details regarding the expected commercial production timeline of certain models as well as a description of certain events and optimization decisions that took place during the third quarter of 2022 and have impacted such timeline. The expected commercial production timeline is also dependent on various risks and uncertainties, including those described in section 3.0 of this MD&A entitled "Caution Regarding Forward-Looking Statements".

Lion’s EVs are tailored to satisfy the needs of its customers and are designed, manufactured, and assembled in-house, without relying on traditional combustion-engine vehicle retrofitting or third-party integrators. To achieve this, Lion has developed its own purpose-built for electric chassis, truck cabins, and bus bodies, incorporating its proprietary battery technology with modular energy capacity and its proprietary Lion software.

Like others in the EV space, Lion has adopted a sales model that is generally based on direct-to-customer sales tailored for EVs, thereby generally avoiding reliance on third-party dealerships. As part of its go-to-market strategy, Lion assists its customers through the EV transition journey in all critical aspects of vehicle selection, financing (including through the Lion Capital Solutions division), purchasing and adoption, including EV education and training, and identification and seeking of any applicable governmental grants, energy requirements, charging infrastructure, maintenance, and advanced telematics solutions. To enhance customer experience and help drive repeat purchases, Lion leverages its growing network of Experience Centers, which are dedicated spaces where prospective customers, policymakers and other transportation industry stakeholders can familiarize themselves with Lion's EVs, learn about their specifications and advantages, obtain sales support and meet sales representatives, discuss grant and subsidy assistance, obtain charging infrastructure assistance, receive vehicle training, maintenance support and have existing vehicles serviced. Services available on-site at Lion’s Experience Centers include product demonstrations and sales support, full-service training, charging infrastructure assistance and maintenance support. Lion has Experience Centers strategically located in key markets in the United States and Canada. Lion currently has twelve Experience Centers strategically located in key markets.

The Company currently has approximately 1,300 employees across all functions, including manufacturing, R&D, sales & marketing, service, and corporate and administrative.

Lion’s primary manufacturing facility is located in Saint-Jerome, Quebec, which is approximately 25 miles (or 40 km) north of Montreal, Quebec. The facility is approximately 200,000 sq. ft and currently has

an annual production capacity of 2,500 vehicles at full scale. In addition to manufacturing, the facility includes an in-house R&D and testing center.

In 2021, the Company announced the construction of a new leased 900,000 sq.-ft U.S. manufacturing facility in Joliet, Illinois (the "Joliet Facility"), which will be the Company's biggest footprint in the United States and will support the Company in addressing the increasing demand in the marketplace for "Made in America" zero-emission vehicles. The Company now has taken possession of the Joliet Facility, and commercial production of school buses is expected to begin towards the end of 2022. See section 8.0 entitled "Operational Highlights" for more information related to the Joliet Facility.

In addition, in 2021, the Company announced the construction of a battery manufacturing plant and innovation center located at the YMX International Aerocity of Mirabel, Quebec (the "Lion Campus"). Construction of the Lion Campus began during the fourth quarter of 2021. The battery manufacturing plant will be highly automated and is expected to begin production of battery packs and modules made from Lithium-ion cells towards the end of 2022, with a planned annual production capacity at full scale of 5 gigawatt hours, enough to electrify approximately 14,000 of the Company's medium and heavy-duty zero-emission trucks and buses. See section 8.0 entitled "Operational Highlights" for more information related to the Lion Campus.

6.0Research and Development

Lion’s team of over 300 engineers and other R&D professionals conducts research and development from its two R&D centers in Saint-Jerome, Quebec, and Montreal, Quebec.

Lion’s R&D is currently focused on enhancing existing vehicles and features, developing additional purpose-built electric vehicle platforms and continuing to develop proprietary battery systems.

7.0Financial Highlights

For the three months ended June 30, 2022, the Company's financial performance was the following when compared to the three months ended June 30, 2021:

•Delivery of 105 vehicles, an increase of 44 vehicles, as compared to the 61 delivered in the same period last year.

•Revenue of $29.5 million, up $12.8 million, as compared to $16.7 million in Q2 2021.

•Gross loss of $3.5 million, as compared to a gross profit of $0.9 million in Q2 2021.

•Net earnings of $37.5 million, as compared to a net loss of $178.5 million in Q2 2021. Net earnings for Q2 2022 include a $56.9 million gain related to non-cash decrease in the fair value of share warrant obligations and a $3.4 million charge related to non-cash share-based compensation, compared to a $99.3 million charge related to non-cash increase in the fair value of share warrant obligations, $54.8 million charge related to non-cash share-based compensation, and $13.7 million of transaction costs included in net loss for Q2 2021.

•Adjusted EBITDA1 of negative $14.4 million, as compared to negative $5.5 million in Q2 2021, after mainly adjusting for certain non-cash items such as change in fair value of share warrant obligations and share-based compensation.

•Capital expenditures, which included expenditures related to the Joliet Facility and the Lion Campus, amounted to $44.3 million, up $41.0 million, as compared to $3.3 million in Q2 2021. See section 5.0 of this MD&A entitled "Company Overview" and section 8.0 of this MD&A entitled "Operational Highlights" for more information related to the Joliet Facility and the Lion Campus.

•Additions to intangible assets, which mainly consist of R&D activities, amounted to $24.6 million, up $13.9 million, as compared to $10.7 million in Q2 2021.

•Establishment of cross-border $125 million "at-the-market" equity program ("ATM Program"). See section 16.0 of this MD&A entitled "Liquidity and Capital Resources".

1 Adjusted EBITDA is a non-IFRS financial measure. See section 4.0 of this MD&A entitled “Non-IFRS Measures and Other Performance Metrics.”

8.0Operational Highlights

Joliet Facility

During the quarter, the Company continued to install the school bus assembly stations and began manufacturing LionC units for purpose of working stations set up and employee training at the Joliet Facility. The Company is progressing on hires, which are currently focused on plant-level management and in line with the plan to focus on bus production in the near term. The building and tenant improvements, as well as school bus production stations installations are expected to be substantially completed near the end of 2022.

The estimated total investment by the Company for the Joliet Facility to achieve full scale is expected to amount to approximately $150 million, as previously disclosed. In addition, the Company's contractual lease obligations related to the facility represent approximately $72 million over a 15-year period. As of June 30, 2022, capital expenditures incurred by the Company since the beginning of the project totaled approximately $49 million, including approximately $22 million incurred during the second quarter. Capital expenditures incurred to date mostly relate to tenant improvements and production equipment. In addition, as of June 30, 2022, approximately $26 million ($21 million for the remainder of 2022 and $5 million in 2023) were committed towards tenant improvement work and the purchase and installation of critical production and other equipment for the project.

Lion Campus

During the quarter, the Company continued to produce additional prototype battery packs at JR Automation’s facility in Troy, Michigan where the prototype line has been in operation. The battery packs are currently undergoing testing and certification. Engineering design for one version of the packs and module line has been finalized. Lion continues to expect the certification of packs, factory acceptance of production equipment at JR Automation’s facility, and production of packs in Mirabel to take place prior to the end of 2022. Site acceptance of production equipment in Mirabel is expected to be completed near the beginning of the 2023.

The building shell for the battery plant building is substantially completed. For the Innovation center, the foundation work has been completed and the steel structure is approximately 90% completed. The construction of the battery manufacturing facility is expected to be completed in 2022 and the construction of the Innovation center building is expected to be completed in 2023.

The estimated total investment by the Company for the Lion Campus to achieve full scale is expected to amount to approximately $180 million (C$225 million), as previously disclosed. As of June 30, 2022, capital expenditures incurred by the Company since the beginning of the project totaled approximately $46 million, including $23 million incurred during the second quarter. In addition, as of June 30, 2022, the Company also had commitments relating to the construction and the purchase of critical equipment for the project representing approximately $47 million ($36 million for the remainder of 2022 and $11 million in 2023).

In connection with the Lion Campus, the Company has engaged an advisor to assist in evaluating the opportunity to enter into a sale and leaseback of the battery plant building. Such opportunity will be dependent upon market conditions and the negotiation of satisfactory arrangements with a potential buyer and there is no certainty that any such transaction will be completed. Accordingly, the potential proceeds of which have not been taken into account in the figures presented in this MD&A.

Launch of a new lightweight, aerodynamic, 100% electric heavy-duty truck

On April 11, 2022, Lion and Transit Truck Bodies, a company providing products and services throughout North America and developing a range of dry boxes, announced the launch of a new lightweight, aerodynamic, 100% electric heavy-duty truck perfectly suited for last-mile urban delivery, that was developed under an upfitter partnership model. This zero-emission vehicle built on a Lion6 chassis features an e-Classik box, which is lighter than the standard model and has been specifically adapted to

urban roads. This vehicle was developed as part of the Mobel mobilization project for which the government of Quebec is providing financial assistance.

V2X collaboration with U.S. Department of Energy and industry leaders

On April 15, 2022, Lion signed a Memorandum of Understanding (MOU) with the U.S. Department of Energy (DOE), aimed at accelerating the development and deployment of vehicle-to-everything (V2X) technologies. Lion was the only school bus manufacturer selected by the DOE to sign onto the agreement. Under the MOU, Lion will collaborate with over a dozen industry leaders including utilities, OEMs, government agencies, industry labor organizations and the DOE to collaboratively explore the development and integration of bidirectional electric vehicle (EV) charging infrastructure into the nation's energy grid.

Establishment of cross-border $125 million ATM equity program

On June 17, 2022, Lion established an ATM Program that allows the Company to issue and sell, from time to time through a syndicate of agents, newly issued common shares of the Company having an aggregate sale price of up to $125 million (or the Canadian dollar equivalent), at the Company's discretion. As of June 30, 2022, the Company had not issued any securities pursuant to the ATM Program and therefore had not received any proceeds thereunder. See section 16.0 of this MD&A entitled "Liquidity and Capital Resources".

Global Supply Chain

Global supply chain challenges continue to be exacerbated by labor shortages and other global events such as the military conflict between Russia and Ukraine. Such disruptions including port congestion, rail and weather disruptions, trucker shortages, and intermittent supplier shutdowns and delays, have resulted in component shortages, extended lead times for delivery of parts and raw materials, as well as, in certain cases, additional costs and production slowdowns. Therefore, the Company has from time-to-time experienced shortages of raw materials and components, and labor which, in turn, resulted in production slowdowns. These slowdowns have impacted the Company’s ability to deliver finished units to clients, in turn negatively impacting profitability and decreasing cash flows from operations.

To date, no contract penalties have been incurred by the Company as a result of such global supply chain challenges. In certain cases, supply chain challenges have contributed to delays in the rollout of certain products, which have resulted in the loss of a given subsidy or incentive for a client, or have forced a client to reallocate annual spending, which in turn may have contributed to the cancellation of certain orders. In other cases, such challenges have required the Company to collaborate with its clients to agree on updated delivery periods or otherwise enter into new purchase orders.

In order to mitigate the impact of global supply chain challenges, the Company has secured, and continues to focus on management of inventory for critical components such as batteries and motors. Recently, the main supply chain challenges encountered by the Company mostly relate to various shortages of non-critical components, which are necessary to deliver finished units to customers, in addition to extended lead times for delivery of several parts and raw materials. In other cases, the Company’s suppliers are affected by raw material sourcing challenges and production slowdowns caused by labor shortages. In order to resolve these issues, the Company has and continues to accelerate its multi-sourcing strategy and increase supplier redundancy for specific parts. Over the past 12 months, the Company has increased the number of suppliers from which it is sourcing raw materials and components by more than 15%. The Company has also increased reliance on local sourcing in order to develop a supply chain that is as close as possible to its manufacturing facilities. From a manufacturing standpoint, the Company has also increased in-house fabrication and re-designed certain sub-assemblies to circumvent parts most affected by supply chain challenges, such as connectors used in the fabrication of low and high voltage wiring harnesses. The Company is continuously monitoring the situation and

expects to continue implementing measures that will contribute to mitigate these issues. In addition, the Company has begun to roll out near-term price increases in certain markets.

See section 11.0 of this MD&A entitled "Key Factors Affecting Lion's Performance".

9.0Recent Developments

In July 2022, the Company undertook an internal optimization review process with respect to its operations and growth projects. As a result of such process and with a view to focus its strategic activities to accelerate return on investment, the Company decided to review the cadence of its initial ramp up of production capacity at the Joliet Facility to align it further with projected deliveries and to initially focus on bus production. As a result, the installation of some of the equipment and other capital expenditures at the Joliet Facility aimed at supporting truck production or further increasing capacity towards full scale production has been pushed beyond 2022. As a result, Lion currently expects capital expenditures towards the Joliet Facility for fiscal 2022 to amount to approximately $80 million, as compared to the $115 million previously disclosed, of which approximately $36 million had been incurred as of June 30, 2022.

In addition, a result of such process and with a view to streamline inventory management-related practices, leverage the Company’s available space, and maximize cost efficiency, the Company has decided to use a portion of the Innovation Center building at the Lion Campus for warehousing capabilities on a temporary basis. There are no changes to the scope of the battery plant and no changes to the expected total investment for the Lion Campus to achieve full scale, which is expected to amount to approximately $180 million (C$225 million). The Company currently expects to incur approximately $100 million in 2022 (of which approximately $39 million had been incurred as of June 30, 2022) in order to achieve commercial production of battery modules and packs at the plant.

The Company currently expects to fund the remaining costs for the Joliet Facility with its cash on hand, cash it generates from the sale of its products and services, funds available under its revolving credit facilities, and proceeds from any sales of securities (including under the ATM Program). While such sources are also expected to be used in the case of the Lion Campus, the Lion Campus is also expected to be funded to a significant extent from support available under existing financing agreements with the Canadian federal and Quebec provincial government, in the amount of up to approximately C$100 million (amounting to approximately C$50 million each), of which $3.7 million was used as of June 30, 2022. See section 16.0 entitled "Liquidity and Capital Resources". The Company estimates that approximately $40 million of the capital expenditures to be incurred in 2022 on the Lion Campus will be funded through this government support, subject to the related claim process and timing.

The timing of the full build out of the Joliet Facility and Lion Campus will be continuously reassessed by management and will be dependent upon prevailing economic conditions, the demand environment for the Company's products, and the Company's growth and liquidity profile. Depending on its liquidity profile, the Company expects to further review the cadence of its investments relating to the Joliet Facility and the Lion Campus and to take additional measures, if necessary, to optimize its required production capacity in light of projected deliveries.

Finally, following commencement of commercial production of certain products and the continuation of the development of certain models not in commercial production, the Company has elected to implement configuration changes to certain vehicles to increase quality and performance, improve manufacturing efficiencies, and optimize the development of new models. Such measures have resulted in the postponement of commercial production and the projected delivery of certain models. For instance, commercial production for the LionA has been temporarily suspended and is now expected to resume near the end of 2022 or the beginning of 2023. These events have resulted in certain orders being cancelled due to funding opportunities expiring, and in management removing certain orders from the

order book while it initiates a dialogue with customers to modify such orders to defer deliveries to a later date. See section 10.0 of this MD&A entitled "Order Book". As part of the review undertaken, the Company is also in the process of re-aligning resources and reassessing timing of development of other products. As a result, the Company no longer expects to perform significant development work on the Lion Boom truck, given the expectation that a boom truck option can eventually be performed via upfitter partnerships, and the timing for the development of the Lion7 (Class 7 Truck) has been suspended for the time being. See section 5.0 of this MD&A entitled "Company Overview" for further details regarding the Company’s models and the expected commercial production timelines.

Transport Canada Medium and Heavy-duty Zero-Emission Vehicles ("iMHZEV") Program

On July 19, 2022, Lion announced that its customers in Canada can now receive up to $150,000 in funding under Transport Canada's newly launched Incentives for Medium and Heavy-duty Zero-Emission Vehicles ("iMHZEV") Program. Under this new program, the Canadian Federal Government is providing nearly $550 million in funding for the purchase or lease of medium and heavy-duty trucks over the next four years. All models in Lion's current lineup of all-electric trucks are eligible to receive incentive funds under the iMHZEV Program. This includes $100,000 for the Lion5, Lion6, Lion8P straight truck, Lion8 Bucket and Lion8 Refuse ASL, along with $150,000 in funding for the Lion8T. These funding amounts apply to all available battery configurations and can be combined, or "stacked," with other available provincial, municipal, utility and other available incentives, such as Quebec's Ecocamionnage program and British Columbia's Specialty-Use Vehicle Incentive Program.

Board of Directors

Ms. Latasha Akoma and Mr. Dane L. Parker, Operating Partner at GenNx360 Capital Partner, and Retired Chief Sustainability Officer and Vice President, Sustainable Workplaces at General Motors, respectively, have been appointed to the Board of Directors of Lion as independent Directors.

Latasha Akoma

Ms. Akoma, who is responsible for driving strong performance, operational efficiencies, and profitability across the GenNx portfolio companies, brings over 26 years of managerial experience in all aspects of manufacturing, operations, and business strategies.

Prior to joining GenNx360 Capital Partner, she held several executive leadership positions at Harley-Davidson Motor Company, a company she joined in 2009 as the Director of Operations, with responsibility for vehicle assembly and materials management. Prior to that, Ms. Akoma was a Senior Manager of Paint Operations at Chrysler (formerly DaimlerChrysler) where she held a variety of increasing senior leadership positions in operations and general management.

Dane L. Parker

As General Motors’ first Chief Sustainability Officer, Mr. Parker was a leading force behind the company's plan to become carbon neutral by 2040 and aspiration to have zero-emissions from all new light-duty vehicles by 2035. Mr. Parker also held global responsibilities for facility design, engineering, construction, operations, energy procurement and efficiency, real estate, environmental compliance, as well as workplace strategy.

Prior to General Motor, Mr. Parker was Vice President, Global Environment, Health and Safety, Facilities and Real Estate for Dell, Inc. He also spent more than 13 years at Intel Corporation in the Technology and Manufacturing organization in a variety of operational roles, including as Director of Global Environment, Health and Safety.

Appointment of New U.S. Marketing and Truck Sales Executives

On August 2, 2022, the Company announced the addition of two executive positions in the U.S., naming Sydney Dunn as Vice President of Truck Sales, U.S. and Dominik Beckman as Vice President of Marketing and Communications, U.S.

In her new role, Dunn will oversee the medium and heavy-duty trucking sales business division in the U.S. for Lion. She brings two decades of sales and operations leadership experience to Lion. In her most recent role as Director of Fleet Sales and Operations at ElectraMeccanica, Dunn oversaw all sales and operations for the EV manufacturer’s go-to-market commercial strategy. Prior to that, Dunn spent several years in General Motors’ fleet and commercial division. Her roles were primarily focused on the sales and marketing of conquest customers, as well as the manufacturer’s reentry into the medium-duty truck space.

Beckman joins Lion from Toyota Group Company, Hino Trucks, where he served for the past six years as executive leader of marketing and communications, overseeing dealer network operations and connected vehicle programs, as well as EV infrastructure solutions. Beckman also serves on the board of directors for the NTEA Green Truck Association and has more than 20 years of diverse global marketing, innovation management, and competitive positioning experience spread across renowned automotive companies, including Toyota/Hino, Delphi Corp., and Continental AG.

10.0Order Book2

As of August 4, 2022, Lion’s vehicle order book stood at 2,357 all-electric medium- and heavy-duty vehicles, consisting of 286 trucks and 2,071 buses, representing a combined total order value of approximately $575 million as calculated per management's methodology further described below. Additionally, LionEnergy, Lion’s division that assists customers with selecting, purchasing, project managing and deploying charging infrastructure ahead of vehicle delivery and which generates revenues through project management and consulting services as well as the resale of charging stations from global charging infrastructure manufacturers, had an order book of 226 charging stations, representing a combined total order value of approximately $3.0 million as of August 4, 2022 as calculated per management's methodology further described below.

Order Book Methodology

General Principle

The Company’s vehicle and charging stations order book, expressed as a number of units or the amount of sales expected to be recognized in the future (at the applicable time of delivery) in respect of such number of units, is determined by management based on purchase orders that have been signed, orders that have been formally confirmed by clients or products in respect of which formal joint applications for governmental subsidies or economic incentives have been made by the applicable clients and the Company. The vehicles included in the vehicle order book as of August 4, 2022 provided for a delivery period ranging from a few months to the end of the year ending December 31, 2025.

Substantially all deliveries are subject to the granting of subsidies and incentives with processing times that are subject to important variations, and there has been in the past and the Company expects there will continue to be variances between the expected delivery periods of orders and the actual delivery times, and certain delays could be significant. Such variances or delays could result in the loss of a subsidy or incentive and/or in the cancellation of certain orders, in whole or in part.

The Company’s presentation of the order book should not be construed as a representation by the Company that the vehicles and charging stations included in its order book will translate into actual sales.

2 See subsections "Order Book" and "Order Book Methodology" within section 4.0 of this MD&A entitled “Non-IFRS Measures and Other Performance Metrics”.

Delivery Periods

The Company’s order book refers to products that have not yet been delivered but which are reasonably expected by management to be delivered within a time period that can be reasonably estimated and includes, in the case of charging stations, services that have not been completed but which are reasonably expected by management to be completed in connection with the delivery of the product.

Purchase orders and applications generally provide for a time period during which the client expects delivery of the vehicles. Such period can vary from a specific date, a number or range of months after the issuance of the order or application, or a calendar year. The vehicles included in the vehicle order book as of August 4, 2022 provided for a delivery period, subject to the satisfaction of the conditions set forth in each order (which, in substantially all cases as further discussed herein, relate to the approval of governmental subsidies and grants), ranging from a few months to the end of the year ending December 31, 2025. Delivery periods are disclosed from time to time by the Company when available in respect of material orders. Delivery periods should not be construed as a representation or a guarantee by the Company that the actual delivery time will take place as scheduled. Given the nature of the business and the products of the Company, the implied lead time for the production and delivery of a vehicle (which may be impacted, among other things, by supply chain challenges or changes in specifications), the nature of certain customers of the Company (in many cases, fleet owners operating capital intensive operations which require financing and ongoing scheduling flexibility), and the fact that, as further described herein, substantially all deliveries are subject to the granting of subsidies and incentives with processing times that are subject to important variations, there has been in the past and the Company expects there will continue to be variances between the expected delivery periods of orders and the actual delivery times, and certain delays could be significant. Such variances or delays could result in the loss of a subsidy or incentive and/or in the cancellation of certain orders, in whole or in part.

Pricing

When the Company’s order book is expressed as an amount of sales, such amount has been determined by management based on the current specifications or requirements of the applicable order, assumes no changes to such specifications or requirements and, in cases where the pricing of a product or service may vary in the future, represents management’s reasonable estimate of the prospective pricing as of the time such estimate is reported. A small number of vehicles included in the order book have a pricing that remains subject to confirmation based on specifications and other options to be agreed upon in the future between the applicable client and the Company. For purposes of the determination of the order book and the value allocated to such orders, management has estimated the pricing based on its current price lists and certain other assumptions relating to specifications and requirements deemed reasonable in the circumstances.

Performance Metric

The order book is intended as a supplemental measure of performance that is neither required by, nor presented in accordance with, IFRS, and is neither disclosed in nor derived from the financial statements of the Company. The Company believes that the disclosure of its order book provides an additional tool for investors to use in evaluating the Company’s performance, market penetration for its products, and the cadence of capital expenditures and tooling.

The Company’s computation of its order book may not be comparable to other similarly entitled measures computed by other companies, because all companies may not calculate their order book, order backlog, or order intake in the same fashion. In addition, as explained above, the Company’s presentation of the order book is calculated based on the orders and the applications made as of the time that the information is presented, and it is not based on the Company’s assessment of future events and should not be construed as a representation by the Company that the vehicles and charging stations included in its order book will translate into actual sales.

Ongoing Evaluation; Risk Factors

A portion of the vehicles or charging stations included in the Company’s order book may be cancellable in certain circumstances (whether by reason of a delivery delay, unavailability of a subsidy or incentive or otherwise) within a certain period. Management reviews the composition of the order book every time it is reported in order to determine whether any orders should be removed from the order book. For purposes of such exercise, management identifies orders that have been or are reasonably likely to be cancelled and examines, among other things, whether conditions attaching to the order are reasonably likely to result in a cancellation of the order in future periods as well as any other available information deemed relevant, including ongoing dialogue with clients. Such exercise may result from time to time in orders that have previously been included in the order book being removed even if they have not been formally canceled by the client.

The Company cannot guarantee that its order book will be realized in full, in a timely manner, or at all, or that, even if realized, revenues generated will result in profits or cash generation as expected, and any shortfall may be significant. The Company’s conversion of its order into actual sales is dependent on various factors, including those described below and in section 23.0 entitled “Risk Factors” of the Company's MD&A for the years ended December 31, 2021, 2020 and 2019 and in Item 3.D entitled “Risk Factors” of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021. For instance, a customer may default on an order, may become subject to bankruptcy or insolvency or cease its business operations. In addition, substantially all of the orders included in the order book are subject to conditions relating to the granting of governmental subsidies and incentives or the timing of deliveries and, in a limited number of cases, the availability of certain specifications and options or the renewal of certain routes by governmental or school authorities. As a result, the Company’s ability to convert its order book into actual sales is highly dependent on the granting and timing of governmental subsidies and incentives, most notably subsidies and incentives under the Quebec government’s 2030 Plan for a Green Economy, under the Federal’s Infrastructure Canada’s Zero-Emission Transit Fund (ZETF), and under California’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP). The termination, modification, delay or suspension of any such governmental subsidies and incentives could result in delayed deliveries or the cancellation of all or any portion of such orders, which, in turn, could have a material and adverse effect on the Company’s business, results of operations or financial condition.

The Company’s conversion of its order book into actual sales is also dependent on its ability to economically and timely manufacture its vehicles, at scale. The Company delivered 196 vehicles during the year ended December 31, 2021, and 189 vehicles during the six months ended June 30, 2022. As of August 4, 2022, the Company’s vehicle order book stood at 2,357 vehicles. The execution of the Company’s growth strategy and the conversion of its order book will therefore require significant ramp-up in its production. While the Company’s Saint-Jerome facility currently has an annual production capacity of 2,500 vehicles at full scale and it is in the process of establishing its operations at the Joliet Facility and the Lion Campus, the Company has limited experience to date in high volume manufacturing of its vehicles. In addition, as of August 4, 2022, 418 units included in the order book, representing a combined total order value of approximately $165 million, related to products which had been developed and were being sold, but that were not currently in commercial production. Any failure by the Company to successfully develop and scale its manufacturing processes within projected costs and timelines could have a material adverse effect on its business, results of operations or financial condition. As a result, the Company’s realization of its order book could be affected by variables beyond its control and may not be entirely realized. See section 3.0 of this MD&A entitled “Caution Regarding Forward-Looking Statements”.

11.0     Key Factors Affecting Lion’s Performance

Lion believes that its performance and future success are dependent on multiple factors that present significant opportunities, but also pose risks and challenges, including those discussed below and those discussed in section 23.0 entitled “Risk Factors” of the Company's MD&A for the years ended December 31, 2021, 2020 and 2019 and in Item 3.D entitled “Risk Factors” of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021.

Customer Demand for Electrification

The demand for Lion's vehicles is highly dependent upon the general customer demand for electric vehicles. The electrification of medium and heavy-duty commercial vehicles continues to gain momentum as users and governmental authorities are looking for novel solutions to reduce greenhouse gas (“GHG”) emissions and atmospheric pollution generally while the cost competitiveness of electric vehicles continues to improve. While Lion anticipates that an increasing number of fleet owners and operators will seek all-electric alternatives to reduce the carbon footprint of their diesel fleets, its performance and future success will be largely influenced by the rates of adoption of electric vehicles by customers in markets in which it operates. Lion intends to leverage its broad offering of electric vehicles available for purchase today, and its strong engagement with large fleet owners and other potential customers, in order to benefit from the growing customer demand for electric vehicles. In addition, in order to meet customer demand and drive adoption of its vehicles and solutions, Lion plans to make comprehensive additions to its production capacity and expand its network of Experience Centers, which are expected to require significant capital and operating expenses.

Global Supply Chain

Disruptions in the global supply chain are being exacerbated by labor shortages and other global events such as the military conflict between Russia and Ukraine. Such disruptions including port congestion, rail and weather disruptions, trucker shortages, and intermittent supplier shutdowns and delays, have resulted in component shortages, extended lead times for delivery of parts and raw materials, as well as, in certain cases, additional costs and production slowdowns for manufacturers. Labor shortages which may impact the Company and its suppliers, may manifest themselves in the form of employee turnover, departures, and demands for higher wages which result in the Company having to operate at reduced capacity, therefore resulting in lower production and deliveries, delayed growth plans, and could pose additional challenges related to employee compensation. In addition, the Company may need to continue to incur increasing freight and logistic expenses to expedite delivery of components used in its vehicles and to proactively increase inventory levels, particularly considering ongoing supply chain disruptions which may continue for the foreseeable future. Therefore, the Company has from time-to-time experienced shortages of raw materials and components, and labor which, in turn, resulted in production slowdowns. These slowdowns have impacted the Company's ability to deliver finished units to clients, in turn negatively impacting profitability and decreasing cash flows from operations.

Reduction in Total Cost of Ownership

The total cost of ownership (“TCO”), along with quality and reliability, are the primary drivers of truck and bus purchasing decisions for fleet owners and operators. Lion’s management believes that Lion’s truck TCO is favorable to comparable diesel vehicles today in most use cases. Going forward, the TCO advantage of electric trucks is expected to further increase as electric vehicle prices reduce, which will in turn further improve the economic benefit and rationale for fleet owners and operators to purchase Lion’s all-electric vehicles. In the school bus market, the lower annual mileage of individual units typically renders the lower energy and maintenance costs insufficient to account for the currently higher upfront costs of electric vehicles over incumbent diesel units. As such, at the current time, subsidies are often required for electric buses to be competitive over diesel units from a pure TCO point of view in this

category. Over time, as the cost of the vehicles decreases as a result, among other things, of reduction in battery costs from increased vertical integration in manufacturing of battery systems, increased purchasing power with suppliers through larger volume commitments, increased manufacturing capacity utilization, and other productivity gains, the TCO for electric buses is expected to become favorable even in the absence of subsidies. However, if the cost of electric vehicles does not decrease over time, and subsidies expire, Lion's future sales could be negatively impacted.

Product Development

Lion’s success will depend on its ability to economically develop, manufacture and sell its vehicles at scale and meet its customers’ business needs. While Lion's line-up of purpose-built all-electric vehicles currently consists of seven urban truck and bus models available for purchase today, Lion is in the process of reassessing timing and allocation of resources with respect to the development of other products as described in section 10.0 entitled “Recent Developments” of this MD&A. In addition, vehicle manufacturers often experience, and the Company has in the past experienced delays in the design and launch of new products. Any delay in the financing, design, production and launch of new models or in doing so cost-effectively and with high quality, or any failure by the Company to satisfy the needs and requirements of its customers in terms of products, specifications and services, could harm the Company’s reputation and brand.

Regulatory Landscape and Government and Economic Incentives

Lion competes in an industry that is subject to environmental regulations across the various jurisdictions in which it sells its products. With heightened focus on the global environment, commercial vehicles have come under significant scrutiny by customers, enterprises, and governmental and regulatory bodies as they represent a significant portion of the global GHG emissions. While regulations are expected to continue to become increasingly stringent over time, especially with respect to the use of diesel vehicles, various subsidy and financial incentives programs have been introduced by governmental authorities in Canada and the United States to promote the adoption of emissions-free vehicles. Demand for Lion’s vehicles is currently highly influenced by federal, state, provincial and local tax credits, rebates, grants and other government programs and incentives that promote the use of battery electric vehicles. These include various government programs that make grant funds available for the purchase of battery electric vehicles. Additionally, demand for Lion’s vehicles may be influenced by laws, rules, regulations and programs that require reductions in carbon emissions, such as the various measures implemented by lawmakers and regulators in California and Quebec, among others, designed to increase the use of electric and other zero-emission vehicles, including the establishment of firm goals in certain instances for the number of these vehicles operating on state roads by specified dates and the enactment of various laws and other programs in support of these goals.

Costs of Raw Materials and Supplies

Components in Lion’s vehicles are made of various raw materials, including aluminum, steel, carbon fiber, non-ferrous metals (such as copper) and other materials and minerals used to manufacture lithium-ion batteries. The prices for these raw materials fluctuate depending on market conditions and global demand. While Lion manages some of these risks through long-term contractual arrangements with suppliers with respect to the supply of certain key components of its vehicles, including lithium-ion batteries, it does not currently hedge its long-term exposure to price fluctuations of raw materials and supplies. Therefore, an increase in prices of raw materials and supplies could negatively impact the Company’s operating results if it is not able to find other manufacturing or supply alternatives or transfer these cost increases to customers.

Foreign Exchange

The Company’s revenues are reported in US dollars but its functional currency is the Canadian dollar and the majority of its transactions are in Canadian dollars. The Company's current manufacturing facilities are located in Canada. Suppliers of the Company are located in Canada, the United States and other foreign jurisdictions. The Company’s current indebtedness is mainly denominated in Canadian dollars. Going forward, the Company’s growth strategy will require substantial investments in Canada and in the United States. Therefore, the Company’s revenues, gross profit and net income (loss) reported in US dollars are and are expected to continue to be exposed to foreign exchange fluctuations.

Seasonality

The Company’s sales have historically experienced substantial fluctuations from quarter to quarter, particularly considering that they have been mainly comprised of sales of school buses which are mainly driven by the school calendar. While the Company expects to continue to experience seasonal variations in its sales in the foreseeable future, management believes that the mix of product sales may vary considerably in the future, especially in connection with the Company’s execution of its growth strategy and as sales of trucks become more prevalent and new products are introduced. As a result, it is difficult to predict if any historical trends will be reproduced in the future.

Current situation with regards to COVID-19

The decree of a COVID-19 state of pandemic in March 2020 has resulted in the enactment of numerous measures by the federal, provincial, state and municipal governments to protect the public, which impacted Lion’s operations. From time to time, these measures have resulted either in a full shutdown or in a significant reduction in the operations of Lion’s manufacturing facility. In some cases, the relaxation of such measures has been followed by actual or contemplated returns to stringent restrictions on gatherings or commerce, including in parts of Canada and the United States. These measures have also impacted the Company’s research and development, marketing, sales and after-market activities. Similarly, these measures have significantly impacted customers, suppliers and other business partners, and their respective businesses.

There continues to be significant uncertainty surrounding the COVID-19 pandemic. The COVID-19 pandemic significantly negatively impacted the global economy since March 2020 and may continue to do so in the future. Global conditions that originated during the pandemic continue to persist and have had and will continue to have a long-lasting adverse impact on Lion's business and its industry. For example, labor shortages resulting from the pandemic may lead to increased difficulty in hiring and retaining manufacturing employees, as well as increased labor costs for Lion and its suppliers. In addition, increased costs and/or delays in the Company's ramp-up and growth projects such as the industrialization of the Joliet Facility and the construction of the Lion Campus could be exacerbated by the current pandemic conditions. Given the dynamic nature of the pandemic, as demonstrated by the emergence of COVID-19 variants, infection and vaccination rates, and governmental regulations and measures that continue to fluctuate, the full extent to which COVID-19 (including as a result of the currently prevalent variants and the potential emergence of other variants of the virus in the future) impacts Lion’s business or the global economy and the markets in which Lion operates and sells its products, including Canada and the United States, will depend on unknown future developments which Lion cannot predict. Accordingly, as of the date of this MD&A, management continues to closely monitor the evolving situation.

12.0     Components of Results of Operations

Revenues

To date, Lion has primarily generated revenues from the sale of its all-electric school bus vehicles. Following the ongoing ramp-up of Lion’s truck manufacturing, Lion anticipates a significant proportion of its revenues to be generated from the sale of all-electric trucks over time.

Cost of Sales

Lion’s cost of sales includes material costs, transportation and logistics costs, labor, manufacturing overhead, and other direct costs related to electric vehicle production.

Administrative Expenses

Administrative expenses consist of non-manufacturing facility leasing, share-based compensation, as well as employee benefits for management, information technology, human resources, accounting, legal, investor relations, and other general administrative functions. Administrative expenses also include professional fees, non-manufacturing depreciation expense, and non-manufacturing related insurance costs (including director and officer insurance). Lion expects its cash-based administrative expenses to increase for the foreseeable future as Lion increases headcount to support the growth of its business.

Selling Expenses

Selling expenses consist of salaries and other similar expenses related to Lion’s bus and truck sales force and employee benefit costs, share-based compensation, business development, aftermarket sales and advertising, marketing and communications. Lion expects its cash-based selling expenses to increase for the foreseeable future as Lion expands its sales force and increases headcount to support the growth of its business.

Transaction Costs

Transaction costs consist of banking, legal, and other professional fees incurred in connection with the Business Combination.

Finance Costs

Finance costs consists primarily of interest paid on Lion’s outstanding debt, interest on lease liabilities, as well as non-cash accretion expenses on retractable common shares (which were outstanding prior to the Business Combination), and non-cash accretion and revaluation expenses on the balance of purchase price payable related to the acquisition of dealership rights.

Foreign Exchange Loss (Gain)

Foreign exchange gains and losses represent the gains and losses on instruments such as cash balances, accounts receivable, accounts payable, debt balances and other accounts that are not denominated in Canadian dollars, as a result of changes in foreign currency rates.

Change in Fair Value of Share Warrant Obligations

On July 1, 2020, in connection with the entering into of a master purchase agreement and a work order (collectively, the “MPA”) with Amazon Logistics, Inc. (the "Specified Customer"), the Company issued a warrant to purchase common shares of the Company (the “Specified Customer Warrant”) to Amazon.com NV Investment Holdings LLC (the “Warrantholder”) which vests, subject to the terms and conditions contained therein, based on the aggregate amount of spending by Amazon.com, Inc. and its affiliates on Lion’s products or services.

At the election of the Warrantholder, any vested portion of the Specified Customer Warrant can be exercised either on a cash basis by the payment of the applicable exercise price or on a net issuance basis based on the in-the-money value of the Specified Customer Warrant. The exercise price of the Specified Customer Warrant corresponds to $5.66. The Specified Customer Warrant grants the Warrantholder the right to acquire up to 35,350,003 common shares of Lion.

There was an initial vesting of a portion of the Specified Customer Warrant which is exercisable for 5,302,511 common shares of Lion. The remaining portion of the Specified Customer Warrant vests in three tranches based on the aggregate amount of spending by Amazon.com, Inc. and its affiliates on

Lion’s products or services. The Specified Customer Warrant has a term of 8 years ending on July 1, 2028. Full vesting of the Specified Customer Warrant requires spending of at least $1.1 billion on Lion’s products or services over the term of the Specified Customer Warrant, subject to accelerated vesting upon the occurrence of certain events, including a change of control of Lion or a termination of the MPA for cause.

Lion determined that the Specified Customer Warrant is a derivative instrument and is classified as a liability in accordance with IAS 32 - Financial Instruments: Presentation and IFRS 9 - Financial Instruments. The vested portion of the Specified Customer Warrant is initially recorded at fair value as a share warrant obligation and then revalued at each reporting date, with a corresponding contract asset recognized at inception. The corresponding contract asset recognized at inception will be amortized as a reduction of revenues on a percentage per dollar of revenue generated with Amazon.com, Inc. and its affiliates.

Upon completion of the Business Combination, each outstanding warrant to purchase shares of NGA’s common stock was converted into a warrant to acquire one common share of Lion (a “Lion Warrant”), at a price of $11.50 per share. A total of 27,111,741 NGA Warrants were converted into 27,111,741 Lion Warrants, 15,972,672 of which were public Lion Warrants and 11,139,069 of which were private Lion Warrants.

The Company determined that the warrants are derivative instruments and are classified as a liability in accordance with IAS 32 - Financial Instruments: Presentation and IFRS 9 - Financial Instruments. The warrants are initially recorded at fair value and then revalued at each reporting date.

Each public Lion Warrant entitles the holder to purchase one common share of Lion for a price $11.50 per share. The public Lion Warrants (all of which are exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation), may be redeemed by the Company, in whole at a price of $0.01 per public Lion Warrant, provided that the last reported sales price of the Company’s common shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period commencing once the public Lion Warrants become exercisable and ending on the third trading day prior to the date on which the Company gives proper notice of such redemption.

Each private Lion Warrant entitles the holder to purchase one common share of Lion for a price of $11.50 per share. Any of the private warrants (all of which exercisable and will expire five years after the completion of the Business Combination) that is held by Northern Genesis Sponsor LLC or its permitted transferees may not be redeemed by the Company so long as they are held by any such person.

13.0     Results of Operations

Comparison of quarterly results

Lion’s results of operations for the three and six months ended June 30, 2022 and 2021 are presented below:

	(Unaudited) - three months ended				(Unaudited) - six months ended
	Jun 30, 2022	Jun 30, 2021	Variation	% Change	Jun 30, 2022	Jun 30, 2021	Variation	% Change
	(dollar amounts in thousands, except share and per share data)
Revenue	$29,521	$16,689	$12,832	77%	$52,168	$22,914	$29,253	128%
Cost of sales	$32,972	$15,789	$17,183	109%	$56,531	$23,821	$32,709	137%
Gross profit (loss)	$(3,451)	$900	$(4,351)	n.a.	$(4,363)	$(907)	$(3,456)	n.a.
Gross profit (loss) margin	(11.7)%	5.4%	n.a.	(17.1)%	(8.4)%	(4.0)%	n.a.	(4.4)%
Operating expenses:
Administrative expenses	$11,703	$50,002	$(38,299)	n.m.	$22,680	$56,272	$(33,592)	n.m.
Selling Expenses	$6,722	$13,338	$(6,616)	n.m.	$12,098	$17,722	$(5,624)	n.m.
Transaction costs	$—	$13,655	$(13,655)	n.m.	$—	$13,655	$(13,655)	n.m.
Operating loss	$(21,876)	$(76,095)	$54,219	n.m.	$(39,141)	$(88,556)	$49,415	n.m.
Finance costs (income)	$(832)	$3,002	$(3,834)	(128)%	$346	$6,909	$(6,563)	(95)%
Foreign exchange loss (gain)	$(1,621)	$103	$(1,724)	n.m.	$(710)	$(76)	$(634)	n.m.
Change in fair value of share warrant obligations	$(56,935)	$99,290	$(156,225)	n.m.	$(78,391)	$99,215	$(177,606)	n.m.
Net earnings (loss)	$37,511	$(178,490)	$216,001	n.m.	$39,613	$(194,604)	$234,217	n.m.
Foreign currency translation adjustment	$(8,076)	$(1,718)	$(6,358)	n.m.	$(4,826)	$(3,020)	$(1,806)	n.m.
Comprehensive Earnings (Loss)	$29,435	$(180,208)	$209,643	n.m.	$34,787	$(197,624)	$232,411	n.m.
Basic and diluted loss per share (1)	$0.19	$(1.13)	$1.32	n.m.	$0.21	$(1.45)	$1.66	n.m.
Basic weighted average number of common shares outstanding	190,002,774	158,199,934	31,802,840	n.a.	190,002,743	134,375,624	55,627,119	n.a.
Diluted weighted average number of common shares outstanding	196,666,543	158,199,934	38,466,609	n.a.	197,799,136	134,375,624	63,423,512	n.a.

n.a. = not applicable

n.m. = not meaningful

(1) All amounts have been adjusted to reflect the share split completed in connection with the Business Combination. See section 2.0 of this MD&A entitled “Basis of Presentation.”

Revenue

For the three months ended June 30, 2022, revenue amounted to $29.5 million, an increase of $12.8 million compared to $16.7 million for the three months ended June 30, 2021. The increase in revenue was primarily due to an increase in vehicle sales volume of 44 units, from 61 units (48 school buses and 13 trucks; 41 vehicles in Canada and 20 vehicles in the U.S.) for the three months ended June 30, 2021, to 105 units (90 school buses and 15 trucks; 91 vehicles in Canada and 14 vehicles in the U.S.) for the three months ended June 30, 2022. Revenues for the three months ended June 30, 2022 were impacted by continuing global supply chain challenges, which required the Company to delay the final assembly of certain vehicles and resulted in increased inventory levels.

For the six months ended June 30, 2022, revenue amounted to $52.2 million, an increase of $29.3 million compared to $22.9 million for the six months ended June 30, 2021. The increase in revenue was primarily due to an increase in vehicle sales volume of 104 units, from 85 units (66 school buses and 19 trucks; 63 vehicles in Canada and 22 vehicles in the U.S.) for the six months ended June 30, 2021, to 189 units (162 school buses and 27 trucks; 171 vehicles in Canada and 18 vehicles in the U.S.) for the six months ended June 30, 2022. Revenues for the six months ended June 30, 2022 were impacted by continuing global supply chain challenges, which required the Company to delay the final assembly of certain vehicles and resulted in increased inventory levels.

Cost of Sales

For the three months ended June 30, 2022, cost of sales amounted to $33.0 million, representing an increase of $17.2 million, compared to the three months ended June 30, 2021. For the six months ended June 30, 2022, cost of sales amounted to $56.5 million, representing an increase of $32.7 million, compared to the six months ended June 30, 2021. The increase for both periods was primarily due to increased sales volumes and higher production levels, increased fixed manufacturing and inventory management system costs related to the ramp-up of production capacity for future quarters, and the impact of continuing global supply chain challenges.

Gross Loss (Profit)

For the three months ended June 30, 2022, gross profit decreased by $4.4 million to negative $3.5 million, compared to positive $0.9 million for the three months ended June 30, 2021. For the six months ended June 30, 2022, gross loss decreased by $3.5 million to negative $4.4 million, compared to negative $0.9 million for the six months ended June 30, 2021. The decrease in gross profit for both periods included the positive gross profit impact of increased sales volumes, mainly offset by the impact of increased fixed manufacturing and inventory management system costs related to the ramp-up of production capacity for future quarters, and the impact of continuing global supply chain challenges.

Administrative Expenses

For the three months ended June 30, 2022, administrative expenses decreased by $38.3 million from $50.0 million for the three months ended June 30, 2021, to $11.7 million. Administrative expenses for the three months ended June 30, 2022 included $2.6 million of non-cash share-based compensation, compared to $44.8 million for three months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, administrative expenses increased from $5.2 million for the three months ended June 30, 2021 to $9.1 million for the three months ended June 30, 2022. The increase was mainly due to an increase in expenses resulting from the expansion of Lion’s head office capabilities in anticipation of an expected increase in business activities, as well as professional fees related to supply chain and strategic project optimization initiatives.

For the six months ended June 30, 2022, administrative expenses decreased by $33.6 million from $56.3 million for the six months ended June 30, 2021, to $22.7 million. Administrative expenses for the six months ended June 30, 2022 included $5.3 million of non-cash share-based compensation, compared to $47.8 million for six months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, administrative expenses increased from $8.5 million for the six months ended June 30, 2021 to $17.4 million for the six months ended June 30, 2022. The increase was mainly due to an increase in expenses as a result of Lion becoming a public company in May 2021, an increase in expenses resulting from the expansion of Lion’s head office capabilities in anticipation of an expected increase in business activities, as well as professional fees related to supply chain and strategic project optimization initiatives.

Selling Expenses

For the three months ended June 30, 2022, selling expenses decreased by $6.6 million, from $13.3 million for the three months ended June 30, 2021, to $6.7 million. Selling expenses for the three months ended June 30, 2022 included $0.8 million of non-cash share-based compensation, compared to $10.0 million for three months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, selling expenses increased from $3.3 million for the three months ended June 30, 2021 to $5.9 million for the three months ended June 30, 2022. The increase was primarily due to Lion expanding its sales force in anticipation of the ramp-up of production capacity, and an increase in expenses as a result of the opening and operations of new Experience Centers.

For the six months ended June 30, 2022, selling expenses decreased by $5.6 million, from $17.7 million for the six months ended June 30, 2021, to $12.1 million. Selling expenses for the six months ended June 30, 2022 included $1.8 million of non-cash share-based compensation, compared to $12.2 million for six months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, selling expenses increased from $5.5 million for the six months ended June 30, 2021 to $10.3 million for the six months ended June 30, 2022. The increase was primarily due to Lion expanding its sales force in anticipation of the ramp-up of production capacity, and an increase in expenses as a result of the opening and operations of new Experience Centers.

Transaction costs

Transaction costs of $13.7 million for the three and six months ended June 30, 2021 were related to the completion of the Company's business combination and plan of reorganization on May 6, 2021 pursuant to which Lion became a public company (the "Business Combination") and were mainly composed of legal, banking, and other professional fees.

Finance Costs (Income)

For the three months ended June 30, 2022, finance costs (income) decreased by $3.8 million, from a cost of $3.0 million for the three months ended June 30, 2021, to income of $0.8 million. The decrease was driven primarily by lower interest expense on long-term debt, the non-recurrence of interest expense on convertible debt instruments and accretion expense on retractable common shares which were repaid on May 6, 2021, and the gain on derecognition of a financial liability related to previously acquired dealership rights, partially offset by an increase in interest costs related to lease liabilities. The gain on derecognition of the financial liability occurred as a result of the agreement with a private company relating to the previous acquisition of dealership rights in certain territories in the United States maturing on May 7, 2022.

For the six months ended June 30, 2022, finance costs decreased by $6.6 million, from $6.9 million for the six months ended June 30, 2021, to $0.3 million. The decrease was driven primarily by lower interest expense on long-term debt, the non-recurrence of interest expense on convertible debt

instruments and accretion expense on retractable common shares which were repaid on May 6, 2021, and the gain on derecognition of a financial liability related to previously acquired dealership rights, partially offset by an increase in interest costs related to lease liabilities. The gain on derecognition of the financial liability occurred as a result of the agreement with a private company relating to the previous acquisition of dealership rights in certain territories in the United States maturing on May 7, 2022

Foreign Exchange Loss (Gain)

Foreign exchange gains and losses relate primarily to the revaluation of net monetary assets denominated in foreign currencies to the functional currencies of the related Lion entities. Foreign exchange gain for the three months ended June 30, 2022, was $1.6 million compared to a loss of $0.1 million for the three months ended June 30, 2021, largely as a result of a weakening of the Canadian dollar relative to the US dollar during the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.

Foreign exchange gain for the six months ended June 30, 2022, was $0.7 million compared to a gain of $0.1 million for the six months ended June 30, 2021, largely as a result of a weakening of the Canadian dollar relative to the US dollar during the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.

Change in fair value of share warrant obligations

Share warrant obligations relate to the warrants issued to a specified customer in July 2020 and the public and private warrants issued as part of the closing of the Business Combination on May 6, 2021. Change in fair value of share warrant obligations resulted in a gain of $56.9 million for the three months ended June 30, 2022, compared to a charge of $99.3 million for the three months ended June 30, 2021, and resulted in a gain of $78.4 million for the six months ended June 30, 2022, compared to a charge of $99.2 million for the six months ended June 30, 2021. The gains for the three and six months ended June 30, 2022 result mainly from the decrease in the market price of Lion equity as compared to the previous valuations.

Net Earnings (Loss)

For the three months ended June 30, 2022, net earnings were $37.5 million, as compared to a net loss of $178.5 million for the three months ended June 30, 2021. The increase in net earnings (loss) for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was largely due to the gain related to the fair value of share warrant obligations, lower non-cash share-based compensation, and the non-recurrence of transaction costs incurred during the three months ended June 30, 2021, and lower finance costs, partially offset by the gross loss and higher administrative and selling expenses (excluding share-based compensation).

For the six months ended June 30, 2022, net earnings were $39.6 million, as compared to a net loss of $194.6 million for the six months ended June 30, 2021. The increase in net earnings (loss) for the three months ended June 30, 2022 compared to the six months ended June 30, 2021 was largely due to the gain related to the fair value of share warrant obligations, lower non-cash share-based compensation, the non-recurrence of transaction costs incurred during the six months ended June 30, 2021, and lower finance costs, partially offset by the gross loss and higher administrative and selling expenses (excluding share-based compensation).

Summary of Quarterly Results

The table below sets forth certain summarized unaudited quarterly financial data for the eight most recently completed quarters. This quarterly information has been prepared in accordance with IFRS. The operating results for any quarter are not necessarily indicative of the results to be expected for any future period.

For the three months ended<br>(amounts in thousands, except per share amounts or otherwise indicated)	Jun 30, 2022	Mar 31, 2022	Dec 31, 2021	Sep 30, 2021	Jun 30, 2021	Mar 31, 2021	Dec 31, 2020	Sep 30, 2020
Revenue	$29,521	$22,647	$22,870	$11,925	$16,689	$6,225	$13,504	$2,613
Net earnings (loss)(1)	$37,511	$2,102	$28,266	$123,013	$(178,490)	$(16,114)	$(52,982)	$(37,377)
Net earnings (loss) per share
Basic (2)	0.20	0.01	0.15	0.65	(1.13)	(0.15)	(0.48)	(0.34)
Diluted (2)	0.19	0.01	0.14	0.60	(1.13)	(0.15)	(0.48)	(0.34)
Weighted average number of shares outstanding (in thousands)
Basic	190,003	190,003	189,721	189,008	158,200	110,551	110,551	110,551
Diluted	196,667	198,499	198,898	204,710	158,200	110,551	110,551	110,551

(1) Net loss for the three months ended December 31, 2020 has been adjusted to exclude an amount of approximately $1.2 million relating to manufacturing and transport costs incurred and accounted for in the nine months ended September 30, 2020 and which were capitalized to inventories during the three months ended December 31, 2020 as part of the Company's year-end audit procedures. Including the impact of these aforementioned items, net loss for the three months ended December 31, 2020 was approximately $51.8 million.

(2) All amounts have been adjusted to reflect the share split completed in connection with the Business Combination. See section 2.0 of this MD&A entitled “Basis of Presentation.”

The Company’s sales have historically experienced substantial fluctuations from quarter to quarter, particularly considering that they have been mainly comprised of sales of school buses which are mainly driven by the school calendar. While the Company expects to continue to experience seasonal variations in its sales in the foreseeable future, management believes that the mix of product sales may vary considerably in the future, especially in connection with the Company’s execution of its growth strategy and as sales of trucks become more prevalent and new products are introduced. As a result, it is difficult to predict if any historical trends will be reproduced in the future.

Reconciliation of Adjusted EBITDA

The following table reconciles net earnings (loss) to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021:

	Unaudited - three months ended June 30,		Unaudited - six months ended June 30,
	2022	2021	2022	2021
	(in thousands)		(in thousands)
Revenue	$29,521	$16,689	$52,168	$22,914
Net earnings (loss)	$37,511	$(178,490)	$39,613	$(194,604)
Finance costs (income)	$(832)	$3,002	$346	$6,909
Depreciation and amortization	$2,739	$1,264	$4,722	$2,248
Share-based compensation(1)	$3,363	$54,799	$7,158	$60,005
Change in fair value of share warrant obligations(2)	$(56,935)	$99,290	$(78,391)	$99,215
Foreign exchange (gain) loss(3)	$(1,621)	$103	$(710)	$(76)
Transaction and other non-recurring expenses(4)	$1,363	$14,506	$1,532	$14,916
Income taxes	–	–	–	–
Adjusted EBITDA	$(14,411)	$(5,526)	$(25,729)	$(11,387)

(1)Represents non-cash expenses recognized in connection with the issuance and revaluation to fair value of stock options issued to participants under Lion’s stock option plan as described in note 10 to the unaudited condensed interim consolidated financial statements as at and for the three and six months ended June 30, 2022 and 2021.

(2)Represents non-cash change in the fair value of the share warrant obligations as described in note 9 to the unaudited condensed interim consolidated financial statements as at and for the three and six months ended June 30, 2022 and 2021.

(3)Represents non-cash (gains) losses relating to foreign exchange translation.

(4)For the three and six months ended June 30, 2022, represents professional fees related to supply chain and project optimization initiatives and other non-recurring professional fees. For the three and six months ended June 30, 2021, represents transaction costs related to the Business Combination which was completed on May 6, 2021, professional fees related to financing transactions, and other non-recurring professional fees.

14.0     Financial Position

The following table sets out selected information related to the financial position of Lion as of June 30, 2022, and December 31, 2021 as well as explanations for variations:

(Unaudited)<br>dollar amounts in thousands	Jun 30, 2022	Dec 31, 2021	Explanation of Variation
	$
Cash	83,004	241,702	See section 16.0 of this MD&A entitled "Liquidity and Capital Resources"
Inventories	151,711	115,979	Mainly due to higher volumes of raw materials, work in process, and finished goods inventories in line with the Company's ramp-up of manufacturing activities
Accounts receivable	33,074	37,899	Decrease is mainly due to lower days sales outstanding (DSO).
Current assets	273,526	400,227	Mainly due to lower cash and cash equivalents offset by increases in inventories as explained above
Property, plant and equipment	109,845	32,668	Mainly due to the Joliet Facility and Lion Campus projects
Right-of-use assets	57,283	60,902	Decrease is mainly due to depreciation
Intangible assets	117,283	81,900	Mainly due to development costs capitalized related to enhancing existing vehicles and features, developing additional purpose-built electric vehicle platforms and continuing to develop proprietary battery systems
Total assets(1)	572,643	590,604	Mainly due to factors explained above
Trade and other payables	61,005	40,410	Mainly due to increase in purchases of raw material and property, plant and equipment
Current liabilities	76,595	58,116	Mainly due to factors explained above
Lease liabilities	54,396	57,518	Decrease is mainly due to lease payments
Non-current financial liabilities(1)	31,022	106,288	Decrease is mainly due to the market price of Lion equity as compared to the previous valuations of outstanding share warrant obligations, partially offset by first draw on IQ loan
Non-current liabilities	85,418	163,806	Mainly due to factors explained above
Total liabilities	162,013	221,922	Mainly due to factors explained above
Total shareholders' equity	410,630	368,682	Due to share-based compensation expense, foreign currency translation adjustment, and net earnings for the six months ended June 30, 2022

All values are in US Dollars.

(1)    Represents financial liabilities related to long-term debt and share warrant obligations as reflected in the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2022 and 2021.

15.0     Cash Flows

Presented below is a summary of Lion’s operating, investing, and financing cash flows for the three and six months ended June 30, 2022 and 2021:

	For the three months ended<br><br>June 30,		For the six months ended<br><br>June 30,
	2022	2021	2022	2021
	(in thousands)
Cash flows used in operating activities	(18,057)	(40,653)	(52,530)	(50,717)
Cash flows used in investing activities	(56,146)	(12,680)	(106,723)	(19,786)
Cash flows from financing activities	2,518	417,782	997	434,971
Effect of exchange rate changes on cash held in foreign currency	(770)	(11)	(442)	(73)
Net (decrease) increase in cash	(72,456)	364,438	(158,699)	364,395
Cash, end of period	83,004	364,304	83,004	364,304

Cash Flows Used in Operating Activities

For the six months ended June 30, 2022, cash flows used in operating activities was $52.5 million, and was composed of Lion’s net earnings of $39.6 million driven by the factors discussed in section 13.0 of this MD&A, entitled "Results of Operations," net changes in non-cash working capital of $23.3 million, and net non-cash items of $69.2 million. Non-cash items of $69.2 million was mainly composed of the $78.4 million gain related to the change in fair value of share warrant obligations, partially offset by $7.2 million for share-based compensation expense and $4.7 million for depreciation and amortization. The increase in non-cash working capital was primarily driven by increases in inventory.

For the six months ended June 30, 2021, cash flows used in operating activities was $50.7 million. The cash flows used was related to Lion’s net loss of $194.6 million driven by the factors discussed above, net changes in non-cash working capital of $22.3 million driven primarily by an increase in inventory which was partially offset by decreases in accounts receivable and trade accounts payable, all of which was partially offset by net non-cash items of $166.1 million, including $99.2 million for the charge related to the change in fair value of share warrant obligations, $60.0 million related to share-based compensation, $4.8 million related to accretion expenses, and $2.5 million related to depreciation and amortization.

Cash Flows Used in Investing Activities

Cash flows used in investing activities primarily relates to capitalized development costs for vehicle and battery systems, and capital expenditures for equipment and machinery, leasehold improvements, office furniture and equipment as Lion continues to invest in its business infrastructure and scales its manufacturing operations.

For the six months ended June 30, 2022, cash flows used in investing activities related to capital expenditures of $68.0 million and the acquisition of intangible assets of $38.7 million. The majority of the acquisition of intangible assets is related to capitalized development costs for vehicle and battery systems. Capital expenditures for the six months ended June 30, 2022 relate primarily to the Company’s growth projects in Joliet and Mirabel, as well as the ramp-up of its current manufacturing operations. Acquisitions of property, plant and equipment of $19.2 million and of intangible assets of $1.4 million were included in trade and other payables as at June 30, 2022.

For the six months ended June 30, 2021, cash flows used in investing activities related to the acquisition of intangible assets of $17.2 million and capital expenditures of $4.4 million, partially offset by government assistance related to the acquisition of intangible assets of $1.8 million. The majority of the acquisition of intangible assets is related to capitalized development costs for vehicle and battery systems.

Cash Flows (used in) from Financing Activities

Cash flows from financing activities were $1.0 million for the six months ended June 30, 2022 were primarily due to the first draw on the unsecured non-interest bearing loan agreement with the Strategic Innovation Fund of the Government of Canada for $3.7 million, partially offset by repayment of lease liabilities of $2.3 million.

Cash flows from financing activities were $435.0 million for the six months ended June 30, 2021, which was primarily due to proceeds relating to the closing of the Business Combination and the concurrent equity private placement on May 6, 2021, totaling $504.5 million, partially offset by net debt payments of $68.5 million and the repayment of lease liabilities of $1.0 million.

16.0     Liquidity and Capital Resources

Liquidity and Capital Management

As of June 30, 2022, Lion had a cash balance of $83.0 million. Lion incurred an operating loss of $39.1 million for the six months ended June 30, 2022. Of the $39.1 million operating loss for the six months ended June 30, 2022, $7.2 million relates to non-cash share-based compensation. The Company expects to continue to incur operating losses in the short term, as it continues to execute on its growth strategy.

Lion’s growth strategy, including the Company's capacity expansion projects in Joliet, Illinois and Mirabel, Quebec, and the development, design, manufacturing, sale and servicing of Lion’s vehicles are capital-intensive. Net cash used in operating and investing activities is expected to continue to increase substantially as Lion scales its manufacturing operations to meet anticipated demand, makes progress with the industrialization of the Joliet Facility and the construction of the Lion Campus, purchases additional property and equipment, and continues the development of its product offering.

Lion's primary sources of liquidity used in the funding of its operations are currently its cash on hand (which includes funds raised in connection with the Business Combination and the equity private placement ("PIPE Financing") which closed concurrently), its existing credit facilities and other borrowings and debt capital as described below, including support from the Canadian federal and Quebec governments.

Lion will continue to closely monitor market conditions and its liquidity requirements in light of the flexibility provided by its existing sources of financing in the future. While Lion currently expects to seize opportunities that may become available to it to raise additional capital to fund its growth strategy and its projects, including through the ATM Program or other financing transactions, Lion cannot be certain that additional funds will be available to it on favorable terms when required, or at all. See section 17.0 of this MD&A, entitled "Financial Risk Management—Liquidity Risk."

Capital Resources

ATM Program

On June 17, 2022, the Company established an ATM Program that allows the Company to issue and sell, from time to time through a syndicate of agents, newly issued common shares of the Company, for an aggregate offering amount of up to $125,000,000 (or the Canadian dollar equivalent).

The Company intends to use any net proceeds from the ATM Program to strengthen its financial position, and allow it to continue to pursue its growth strategy, including the Company's capacity expansion projects in Joliet, Illinois and Mirabel, Quebec. As of June 30, 2022, the Company had not issued any securities pursuant to the ATM Program and therefore had not received any proceeds thereunder.

Credit Agreement with Banking Syndicate

On August 11, 2021, Lion entered into a new credit agreement with a syndicate of lenders represented by National Bank of Canada, as administrative agent and collateral agent, and including Bank of Montreal and Federation des Caisses Desjardins du Quebec (the “Revolving Credit Agreement”). The Revolving Credit Agreement initially provided for a committed revolving credit facility in the maximum principal amount of $100,000,000, and was amended on January 25, 2022 to, inter alia, increase the maximum principal amount available thereunder to $200,000,000. The credit facility under the Revolving Credit Agreement is available for use to finance working capital and for other general corporate purposes, and available to be drawn subject to a borrowing base comprised of eligible accounts (including insured or investment grade accounts) and eligible inventory subject to customary eligibility and exclusionary criteria, advance rates and reserves. The Company estimates that as of June 30, 2022, an amount of approximately $75 million was available under the Revolving Credit Agreement based on the borrowing base calculation. The Company expects the amount available for borrowing to continue to increase as it continues to grow its working capital position. The credit facility under the Revolving Credit Facility currently bears interest at a floating rate by reference to the Canadian prime rate or pursuant to banker’s acceptance based on the CDOR rate, if in Canadian dollars, or the U.S. base rate or Term Secured Overnight Financing Rate (SOFR), if in US dollars, as applicable, plus the relevant applicable margin. The Revolving Credit Agreement matures on August 11, 2024. The obligations under the Revolving Credit Agreement are secured by a first priority security interest, hypothec and lien on substantially all of Lion’s and certain of its subsidiaries’ property and assets (subject to certain exceptions and limitations). The Revolving Credit Agreement includes certain customary affirmative covenants, restrictions and negative covenants on Lion’s and its subsidiaries’ activities, subject to certain exceptions, baskets and thresholds. The Revolving Credit Agreement also provides for customary events of default, in each case, subject to customary grace periods, baskets and materiality thresholds. Finally, the Revolving Credit Agreement also requires Lion to maintain certain financial ratios and namely, an all times tangible net worth test and a springing fixed charge coverage ratio based on a minimum availability test. As at June 30, 2022, no amounts were drawn under the Revolving Credit Agreement.

Financing Agreement with Investissement Quebec

On July 1, 2021, the Company entered into an interest-bearing secured loan agreement with Investissement Quebec (the “IQ Loan”) relating to the construction of the Lion Campus. The IQ Loan provides for financing of up to C$50,000,000, of which up to 30% is expected to be forgiven subject to certain criteria tied to the Company and to the operations of the facilities, including the creation and maintenance of workforce and certain minimum spending related to R&D activities. Funds will be provided to the Company by way of reimbursement of a predetermined percentage of qualified expenditures incurred by the Company, such that the ultimate amount to be received by the Company from Investissement Quebec is dependent upon qualified expenditures being made by the Company in connection with the Lion Campus. The Company will conduct work, incur expenses and fund all costs from its own capital resources, and then submit claims to Investissement Quebec for reimbursement of a

pre-determined percentage of eligible qualified expenditures up to C$50,000,000. Contemplated capital expenditures are expected to allow receipt of such commitment in full. Disbursement by Investissement Quebec is conditional upon, among other things, the Company's compliance with certain affirmative and negative covenants as set out in the IQ Loan, including covenants relating to Company's creation and maintenance of workforce, operations and R&D activities.

The IQ Loan bears interest at a fixed rate of 4.41%, and will be repayable over a ten-year term, beginning on the fifth anniversary of the first draw. The IQ Loan contains certain affirmative and negative covenants, including covenants relating to the Company’s workforce, operations and R&D activities and to the location of its head office in the Province of Quebec, as well as certain financial covenants. The obligations under the IQ Loan are secured by a security interest, hypothec, and lien on substantially all of the Company’s and certain of its subsidiaries’ property and assets (subject to certain exceptions and limitations). As at June 30, 2022, $3.7 million was drawn under the IQ Loan. The main reason for the initial draw down under the IQ loan was to fix the interest rate for the term of the loan.

Financing Agreement with Strategic Innovation Fund (SIF) of the Government of Canada

On August 19, 2021, the Company entered into an unsecured non-interest bearing loan agreement with the Strategic Innovation Fund of the Government of Canada relating to the construction of the Lion Campus (the “SIF Loan”). The SIF Loan provides for financing of up to C$49,950,000, of which up to 30% is expected to be forgiven subject to certain criteria tied to the Company and to the operations of the facilities, including the creation and maintenance of workforce and certain minimum spending related to R&D activities. Funds will be provided to the Company by way of reimbursement of a predetermined percentage of qualified expenditures incurred by the Company, such that the ultimate amount to be received by the Company from the SIF is dependent upon qualified expenditures being made by the Company in connection with the Lion Campus. The Company will conduct work, incur expenses and fund all costs from its own capital resources, and then submit claims to the SIF for reimbursement of a pre-determined percentage of eligible qualified expenditures up to C$49,950,000. Contemplated capital expenditures are expected to allow receipt of such commitment in full. Disbursement by the SIF is conditional upon, among other things, the Company's compliance with certain affirmative and negative covenants as set out in the SIF Loan, including covenants relating to Company's creation and maintenance of workforce, operations and R&D activities

The SIF Loan is repayable over a 15-year term beginning in 2026. The SIF Loan contains certain affirmative and negative covenants, including covenants relating to Company’s workforce, operations and R&D activities and to the location of its head office in Canada. As at June 30, 2022, no amounts were drawn under the SIF Loan.

Finalta Loan Agreement

On May 6, 2021, Lion entered into a loan agreement (the "Finalta Loan Agreement") with Finalta Capital Fund, L.P. ("Finalta") amending and restating in their entirety the two loan agreements that had previously been entered into with Finalta, as lender, to finance certain refundable tax credits and grants under government programs. As of June 30, 2022, there was $10,394,061 outstanding under the loans governed by the Finalta Loan Agreement.

The Finalta Loan Agreement provides for a combined loan facility of up to a principal amount of approximately C$13,500,000 and bears interest at the rate of 9.95% per annum. The obligations thereunder are secured by a first priority security interest, hypothec and lien in tax credits and government grants and a subordinate security interest, hypothec and lien in substantially all other property and assets. The Finalta Loan Agreement was extended and now matures on August 31, 2022, and the Company is in discussions with Finalta to extend the maturity date of the facility.

The Finalta Loan Agreement includes certain customary restrictions and negative covenants on Lion’s activities, subject to certain exceptions, baskets, and thresholds. The Finalta Loan Agreement also provides for customary events of default, in each case, subject to customary grace periods, baskets and materiality thresholds. Upon the occurrence and during the continuance of an event of default, Finalta would be entitled to demand the immediate repayment of all amounts owing to it under the Finalta Loan Agreement and/or it may exercise its other rights, remedies and/or recourses.

Former Debt Instruments Repaid in Connection with the Business Combination on May 6, 2021

Credit Agreement with National Bank of Canada

On February 25, 2019, Lion entered into a credit agreement with National Bank of Canada which was amended on September 23, 2019, May 15, 2020, August 25, 2020, December 2, 2020, and December 18, 2020 (the “Credit Agreement”). The Credit Agreement provided for the following credit (i) a $27,489,000 (C$35 million) operating revolving facility, (ii) a $35,343,000 (C$45 million) term loan facility, and (iii) a $7,854,000 (C$10 million) additional term loan facility. The operating revolving credit facility included a sub-facility for standby letters of credit with an aggregate cap of $392,700 (C$500,000) (or the equivalent in other approved currencies). In connection with the closing of the Business Combination and PIPE financing, Lion repaid in full all amounts owed under the Credit Agreement, and the Credit Agreement and all security related thereto were terminated.

March 2020 Convertible Loan

In March 2020, Lion completed a financing through the issuance of the Convertible Loan to Investissement Quebec in the principal amount of $3,741,675 (C$5,000,000). The Convertible Loan had an initial maturity date of March 3, 2025, and bore interest at an annual rate of 7.5% with the interest payable at the maturity date. In connection with the closing of the Business Combination, the Convertible Loan was repaid in full.

September 2020 Convertible Debenture

In September 2020, Lion completed a financing through the issuance of the Convertible Debenture to Investissement Quebec in the principal amount of $15,340,000 (C$20,000,000). The Convertible Debenture had an initial maturity date of September 1, 2023 and bore interest at a rate of 15% per annum for the first year, and 18% thereafter, subject to the terms and conditions set out therein. In connection with the closing of the Business Combination and PIPE financing, the Convertible Debenture was repaid in full.

Off-Balance Sheet Arrangements

During the periods presented, Lion did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Contractual obligations

As disclosed in Note 7 to its annual audited consolidated financial statements for the years ended December 31, 2021, 2020 and 2019, Lion enters into contractual obligations that will require it to disburse cash over future periods. In the normal course of business, the Company enters into purchasing agreements with suppliers related to raw material used in the manufacturing of vehicles. These agreements are usually entered into before production begins and may specify a fixed or variable quantity of material to be purchased, at a fixed or variable price. Due to the uncertainty as to the amount and pricing of material that may be purchased, the Company is not able to determine with precision its commitments in connection with these supply agreements. In addition, in connection with its various projects, including the Joliet Facility and Lion Campus, the Company enters into purchase and other

commitments related to capital expenditures, as disclosed in section 8.0 of this MD&A, entitled "Operational Highlights."

Disclosure of Outstanding Share Data

As of August 4, 2022, the Company had the following issued and outstanding shares, warrants, stock options, restricted share units (“RSUs”), and deferred share units ("DSUs"):

•190,003,012 common shares, which are listed on the TSX and on the NYSE under the symbol LEV;

•27,111,323 Lion Warrants, which are listed on the TSX and on the NYSE under the symbols "LEV.WT" and “LEV WS,” respectively;

•the Specified Customer Warrant which, if and when fully vested, will be exercisable for up to 35,350,003 common shares upon an exercise on a cash basis (see section 13.0 of this MD&A, entitled “Components of Results of Operations—Change in Fair Value of Share Warrant Obligations”). The portion of the Specified Customer Warrant which was vested as of August 4, 2022 was exercisable for 5,302,511 common shares;

•stock options to purchase 9,630,846 common shares;

•312,831 RSUs, each representing the right to receive one common share; and

•78,910 DSUs, each representing the right to receive one common share.

17.0     Financial Risk Management

Lion is exposed to various risks in relation to financial instruments. The main types of risks are credit risk, currency risk, interest rate risk, and liquidity risk. While Lion may enter into hedging contracts from time to time, any change in the fair value of the contracts could be offset by changes in the underlying value of the transactions being hedged. Lion does not actively engage in the trading of financial assets for speculative purposes, nor does it write options. Furthermore, Lion does not currently have foreign-exchange hedging contracts in place with respect to all currencies in which it does business.

Credit Risk

Lion is exposed to credit risk by granting receivables to its customers. With respect to customers, Lion’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognized on the consolidated statement of financial position. Lion continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. Lion’s policy is to deal only with creditworthy counterparties. Lion’s management considers that all the financial assets that are not impaired or past due are of good credit quality. Lion has not experienced material credit losses to date.

Currency Risk

While Lion presents its financial statements in US dollars, its functional currency is the Canadian dollar and the majority of Lion’s transactions are in Canadian dollars. Lion is exposed to currency risk due to cash, trade and other receivables, borrowings, warrant liabilities, and trade and other payables denominated in a foreign currency, being primarily the US dollar.

Interest Rate Risk

Lion is exposed to interest rate risk with respect to financial assets and liabilities bearing fixed and variable interest rates as described in section 16.0 of this MD&A entitled "Liquidity and Capital Resources - Capital Reserves."

Liquidity Risk

Liquidity risk is the risk that Lion might be unable to meet its obligations related to its financial liabilities. Lion expects to use a significant portion of its current cash balance and expects to raise additional capital to fund its growth strategy in the future. Lion’s ability to access additional capital in in the future when needed is not assured and, if capital is not available to Lion when and in the amounts needed, Lion could be required to delay, scale back or abandon all or part of its growth strategy, including additions to its current manufacturing facility as well as the industrialization of its Joliet Facility and the construction of the Lion Campus.

18.0     Accounting Policies, Accounting Estimates and Judgments, and New Accounting Standards Not Yet Applied

Lion's significant accounting policies are described in Note 3 to its annual audited consolidated financial statements for the years ended December 31, 2021, 2020 and 2019. The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Significant Management Judgments in Applying Accounting Policies

The following are significant judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:

•Accounting treatment of business combination

•Capitalization of internally developed intangible assets; and

•Recognition of deferred tax assets.

Key Sources of Estimation Uncertainty

Key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the remainder of the fiscal year are as follows:

•Tax credits receivable;

•Impairment of non-financial assets;

•Leases;

•Useful lives of depreciable assets;

•Inventories; and

•Fair value measurement of share-based compensation and share warrant obligations.

For a more detailed discussion on these areas requiring the use of management estimates and judgments, please refer to Note 3 to Lion's annual audited consolidated financial statements for the years ended December 31, 2021, 2020 and 2019.

Initial application of new accounting standards and interpretations in the reporting standards

Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets

On May 12, 2020, the IASB issued amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets, to clarify what costs an entity must consider in assessing whether a contract is onerous. The amendments specify that the cost of fulfilling a contract comprises the costs that relate directly to the contract, which include incremental costs (direct labor, material) and allocation of other costs that relate directly to fulfilling the contract (allocation of depreciation charge for an item of property,

plant and equipment). The adoption of the amendments as of January 1, 2022 did not have an impact on the Company’s financial statements.

New Accounting Standards Not Yet Applied

New accounting standards not yet applied are described in Note 3 to the Company's annual audited consolidated financial statements for the years ended December 31, 2021, 2020 and 2019.

At the date of authorization of these financial statements, several other new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.

19.0     Emerging Growth Company Status

As defined in Section 102(b)(1) of the JOBS Act, Lion is as an emerging growth company (“EGC”). As such, Lion is eligible for and relies on certain exemptions and reduced reporting requirements provided by the JOBS Act, including the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

Lion will remain an EGC under the JOBS Act until the earliest of (i) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (ii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period, (iii) the last day of the fiscal year following the fifth anniversary of the date of the closing of the Business Combination or (iv) when it has qualified as a “large accelerated filer,” which refers to when it (1) has an aggregate worldwide market value of voting and non-voting shares of common equity securities held by non-affiliates of $700 million or more, as of the last business day of its most recently completed second fiscal quarter, (2) has been subject to the requirements of Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of at least twelve calendar months, (3) has filed at least one annual report pursuant to Section 13(a) or 15(d) of the Exchange Act, and (4) is not eligible to use the requirements for “smaller reporting companies,” as defined in the Exchange Act.

20.0     Internal Control over Financial Reporting

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Founder and Executive Vice-President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2022, the end of the period covered by this MD&A. Based on this evaluation, the Company's Chief Executive Officer and Founder and Executive Vice-President and Chief Financial Officer have concluded that as of June 30, 2022, the end of the period covered by this report, the Company's disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings, or other reports filed or submitted by it under securities legislation is recorded, processed, summarized, and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by an issuer is accumulated and communicated to the issuer’s

management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management’s Assessment on Internal Control over Financial Reporting

The Company is not obligated to include a report of management’s assessment on its internal control over financial reporting until its annual report for the year ended December 31, 2022.

21.0    Foreign Private Issuer Status

Lion qualifies as a “foreign private issuer” as defined under Securities and Exchange Commission ("SEC") rules. Even after Lion no longer qualifies as an EGC, as long as Lion continues to qualify as a foreign private issuer under SEC rules, Lion is exempt from certain SEC rules that are applicable to U.S. domestic public companies, including:

•the rules requiring domestic filers to issue financial statements prepared under U.S. GAAP;

•the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

•the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time;

•the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial statements and other specified information, and current reports on Form 8-K upon the occurrence of specified significant events; and

•the selective disclosure rules by issuers of material non-public information under Regulation FD.

Lion may take advantage of these exemptions until such time as Lion is no longer a foreign private issuer. Lion would cease to be a foreign private issuer at such time as more than 50% of its outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of its executive officers or directors are U.S. citizens or residents, (ii) more than 50% of its assets are located in the United States or (iii) its business is administered principally in the United States.

Both foreign private issuers and EGCs also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if Lion no longer qualifies as an EGC, but remains a foreign private issuer, Lion will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an EGC nor a foreign private issuer.

In addition, because Lion qualifies as a foreign private issuer under SEC rules, Lion is permitted to follow the corporate governance practices of Canada (the jurisdiction in which Lion is organized) in lieu of certain NYSE corporate governance requirements that would otherwise be applicable to Lion, including with respect to certain independence criteria as well as the composition of board committees.

Additional Information

Additional information relating to Lion is available on SEDAR at www.sedar.com and on Edgar at www.sec.gov.

35

Document

The Lion Electric Company

Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021

Consolidated Statements of Financial Position	2
Consolidated Statements ofEarnings (Loss)andComprehensive Earnings (Loss)	3
Consolidated Statements of Changes in Equity	4
Consolidated Statements of Cash Flows	5
Notes to Condensed Interim Consolidated Financial Statements	6 - 29

2

The Lion Electric Company

Consolidated Statements of Financial Position

As at June 30, 2022 and December 31, 2021

(Unaudited, In US dollars)

	Notes	June 30,<br>2022	December 31,<br>2021
		$	$
ASSETS
Current
Cash		83,003,512	241,702,030
Accounts receivable		33,074,111	37,899,085
Inventories	4	151,710,910	115,978,979
Prepaid expenses and other current assets		5,737,143	4,647,163
Current assets		273,525,676	400,227,257
Non-current
Other non-current assets		821,548	793,298
Property, plant and equipment	5	109,844,834	32,668,158
Right-of-use assets	6	57,282,564	60,902,362
Intangible assets		117,283,055	81,899,830
Contract asset	9	13,885,602	14,113,415
Non-current assets		299,117,603	190,377,063
Total assets		572,643,279	590,604,320
LIABILITIES
Current
Trade and other payables		61,004,762	40,409,565
Current portion of long-term debt and other debts	8	10,431,833	13,015,584
Current portion of lease liabilities	6	5,158,751	4,691,344
Current liabilities		76,595,346	58,116,493
Non-current
Long-term debt and other debts	8	3,739,753	62,086
Lease liabilities	6	54,396,223	57,517,973
Share warrant obligations	9	27,281,847	106,225,934
Non-current liabilities		85,417,823	163,805,993
Total liabilities		162,013,169	221,922,486
SHAREHOLDERS' EQUITY
Share capital	14	418,712,958	418,709,160
Contributed surplus		129,795,436	122,637,796
Deficit		(130,142,467)	(169,755,726)
Cumulative translation adjustment		(7,735,817)	(2,909,396)
Total shareholders' equity		410,630,110	368,681,834
Total shareholders' equity and liabilities		572,643,279	590,604,320

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

3

The Lion Electric Company

Consolidated Statements of Earnings (Loss) and Comprehensive Earnings (Loss)

For the three and six months ended June 30, 2022 and 2021

(Unaudited, In US dollars)

		Three months ended		Six months ended
	Notes	June 30,<br>2022	June 30,<br>2021	June 30,<br>2022	June 30,<br>2021
		$	$	$	$
Revenue	15	29,521,016	16,688,939	52,167,809	22,914,417
Cost of sales		32,972,183	15,789,144	56,530,748	23,821,445
Gross profit (loss)		(3,451,167)	899,795	(4,362,939)	(907,028)
Administrative expenses	10	11,702,795	50,002,162	22,680,204	56,272,131
Selling expenses	10	6,722,480	13,338,268	12,097,982	17,721,847
Transaction costs		—	13,654,851	—	13,654,851
Operating loss		(21,876,442)	(76,095,486)	(39,141,125)	(88,555,857)
Finance costs (income)	11	(831,959)	3,001,634	346,449	6,909,024
Foreign exchange (gain) loss		(1,620,682)	102,562	(710,040)	(76,091)
Change in fair value of share warrant obligations	9	(56,934,623)	99,290,459	(78,390,793)	99,215,214
Net earnings (loss)		37,510,822	(178,490,141)	39,613,259	(194,604,004)
Other comprehensive earnings (loss)
Item that will be subsequently reclassified to net earnings (loss)
Foreign currency translation adjustment		(8,075,506)	(1,717,926)	(4,826,421)	(3,020,393)
Comprehensive Earnings (Loss)		29,435,316	(180,208,067)	34,786,838	(197,624,397)
Earnings (Loss) per share
Basic earnings (loss) per share	12	0.20	(1.13)	0.21	(1.45)
Diluted earnings (loss) per share	12	0.19	(1.13)	0.20	(1.45)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

4

The Lion Electric Company

Consolidated Statements of Changes in Equity

For the six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except for number of shares)

	Notes	Number of shares	Share <br>capital	Contributed surplus	Conversion <br>options	Deficit	Cumulative<br>translation<br>adjustment	Total equity<br>(deficiency)
			$	$	$	$	$	$
Balance at January 1, 2022		190,002,712	418,709,160	122,637,796	—	(169,755,726)	(2,909,396)	368,681,834
Share-based compensation	10	—	—	7,157,640	—	—	—	7,157,640
Net earnings		—	—	—	—	39,613,259	—	39,613,259
Shares issued pursuant to exercise of stock options and warrants		300	3,798	—	—	—	—	3,798
Other comprehensive earnings
Foreign currency translation adjustment		—	—	—	—	—	(4,826,421)	(4,826,421)
Balance at June 30, 2022		190,003,012	418,712,958	129,795,436	—	(130,142,467)	(7,735,817)	410,630,110
Balance at January 1, 2021		110,551,314	32,562,541	—	1,472,520	(126,430,406)	(3,230,584)	(95,625,929)
Transfer from share-based compensation liability	10	—	—	130,276,188	—	—	—	130,276,188
Transfer of retractable common shares from liability		17,994,857	29,072,804		—	—	—	29,072,804
Share-based compensation	10	—	—	4,075,968	—	—	—	4,075,968
Shares issued pursuant to exercise of stock options	10	70,000	1,147,830	(1,093,436)	—	—	—	54,394
Issuance of shares through private placement		20,040,200	196,225,491	—	—	—	—	196,225,491
Redemption of conversion option on convertible debt instruments		—	—	—	(1,472,520)	—	—	(1,472,520)
Issuance of shares upon business combination transaction		39,911,231	137,124,375	—	—	—	—	137,124,375
Net loss		—	—	—	—	(194,604,004)	—	(194,604,004)
Other comprehensive loss
Foreign currency translation adjustment		—	—	—	—	—	(3,020,393)	(3,020,393)
Balance at June 30, 2021		188,567,602	396,133,041	133,258,720	—	(321,034,410)	(6,250,977)	202,106,374

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

5

The Lion Electric Company

Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2022 and 2021 (Unaudited, In US Dollars)

		Three months ended		Six months ended
	Note	June 30, 2022	June 30,<br>2021	June 30,<br>2022	June 30,<br>2021
		$	$	$	$
OPERATING ACTIVITIES
Net earnings (loss)		37,510,822	(178,490,141)	39,613,259	(194,604,004)
Non-cash items:
Depreciation and amortization	13	2,739,172	1,548,572	4,722,426	2,532,382
Share-based compensation	10	3,363,082	54,799,496	7,157,640	60,004,848
Accretion expense on common shares, retractable	11	—	415,850	—	2,031,863
Accretion and revaluation expense on balance of purchase price payable related to the acquisition of the dealership rights	11	26,514	133,724	82,850	286,844
Accretion expense on convertible debt instruments	11	—	1,705,883	—	2,503,097
Gain on derecognition of the balance of purchase price payable related to the acquisition of the dealership rights	8,11	(2,130,583)	—	(2,130,583)	—
Change in fair value of share warrant obligations	9	(56,934,623)	99,290,459	(78,390,793)	99,215,214
Unrealized foreign exchange gain		(62,362)	(398,443)	(270,106)	(434,369)
Net change in non-cash working capital items	13	(2,568,999)	(19,658,089)	(23,314,671)	(22,252,943)
Cash flows used in operating activities		(18,056,977)	(40,652,689)	(52,529,978)	(50,717,068)
INVESTING ACTIVITIES
Acquisition of property, plant and equipment	5	(32,239,014)	(3,284,824)	(68,033,364)	(4,396,723)
Acquisition of intangible assets		(23,907,201)	(10,716,772)	(38,689,711)	(17,166,957)
Government assistance related to intangible assets		—	1,321,125	—	1,777,315
Cash flows used in investing activities		(56,146,215)	(12,680,471)	(106,723,075)	(19,786,365)
FINANCING ACTIVITIES
Net change in credit facilities		—	(21,239,925)	—	(16,262,610)
Repayment of loans on research and development tax credits and subsidies receivable		—	—	—	(2,745,712)
Increase in long-term debt		3,703,805	—	3,703,805	15,775,473
Repayment of long-term debt and other debts		(69,330)	(41,035,572)	(373,108)	(41,405,598)
Repayment of convertible debt instruments		—	(23,903,068)	—	(23,903,068)
Payment of lease liabilities	6	(1,120,721)	(582,250)	(2,337,538)	(1,029,975)
Proceeds from issuance of shares through private placement, net of issuance costs		—	196,255,491	—	196,255,491
Proceeds from the issuance of shares through exercise of stock options and warrants	9,10	3,798	54,394	3,798	54,394
Proceeds from issuance of shares through business combination transaction		—	308,232,870	—	308,232,870
Cash flows from financing activities		2,517,552	417,781,940	996,957	434,971,265
Effect of exchange rate changes on cash held in foreign currency		(770,489)	(10,501)	(442,423)	(72,547)
Net (decrease) increase in cash		(72,456,128)	364,438,279	(158,698,518)	364,395,285
Cash (bank overdraft), beginning of period		155,459,640	(134,070)	241,702,030	(91,076)
Cash, end of period		83,003,512	364,304,209	83,003,512	364,304,209
Other information on cash flows related to operating activities:
Interest paid		504,134	2,950,374	854,120	4,000,843
Interest paid under lease liabilities		767,975	107,732	1,540,062	189,605

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

6

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

1 - REPORTING ENTITY AND NATURE OF OPERATIONS

The principal activities of The Lion Electric Company ("Lion" or the "Company") and its subsidiaries (together referred to as the "Group") include design, development, manufacturing and distribution of purpose-built all-electric medium and heavy-duty urban vehicles including battery systems, chassis, bus bodies and truck cabins. The Group also distributes truck and bus parts and accessories.

The Company is incorporated under the Business Corporations Act (Quebec) and is the Group’s ultimate parent company. Its registered office and principal place of business is 921, chemin de la Riviere-du-Nord, Saint-Jerome, Quebec, Canada. These unaudited condensed interim consolidated financial statements (" financial statements") are as at June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021 and include the accounts of the Company and its subsidiaries. The Company is a publicly listed entity, and its shares are traded on the Toronto Stock Exchange and New York Stock Exchange under the symbol LEV.

2 - BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE WITH IFRS

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and are expressed in United States ("US") dollars for reporting purposes. These financial statements should be read in conjunction with the most recent annual consolidated financial statements for the year ended December 31, 2021. The results from operations for the interim period do not necessarily reflect the result expected for the full fiscal year. The Company’s sales have historically experienced substantial fluctuations from quarter to quarter, particularly considering that they have been mainly comprised of sales of school buses which are mainly driven by the school calendar. While the Company expects to continue to experience seasonal variations in its sales in the foreseeable future, management believes that the mix of product sales may vary considerably in the future, especially in connection with the Company’s execution of its growth strategy and as sales of trucks become more prevalent and new products are introduced. As a result, it is difficult to predict if any historical trends will be reproduced in the future.

Certain information and footnote disclosures normally included in annual audited consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the IASB, have been omitted or condensed and therefore these financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021. These financial statements reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for these interim periods. These adjustments are of a normal recurring nature.

These unaudited financial statements have been approved for issue by the Board of Directors on August 4, 2022.

7

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

3 - SUMMARY OF ACCOUNTING POLICIES

3.1 Overall considerations

The Company applied the same accounting policies in the preparation of these financial statements as those disclosed in Note 3 of its most recent annual consolidated financial statements for the year ended December 31, 2021, except for the change in functional currency, as described below in Note 3.2 and the adoption of new standards effective January 1, 2022, as described below in Note 3.4.

When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The Company applied the same judgements, estimates and assumptions in the financial statements, including the key sources of estimation uncertainty, as those disclosed in Note 3 of its most recent annual consolidated financial statements for the year ended December 31, 2021.

3.2 Functional currency

The functional currency of Lion's subsidiary, The Lion Electric Co USA Inc., was changed to the US dollar effective January 1, 2022. This change was made to reflect the fact that the US has become the primary economic environment in which the entity operates. Over time, the US dollar's influence on sales prices and costs has increased. In addition, financing of the subsidiary is denominated in US dollars. The change has been implemented prospectively. The functional currency of the parent company remains the Canadian dollar.

3.3 Changes in classification and presentation

Prepaid expenses and other non-current assets

During fiscal 2022, the Group changed the classification of a portion of the assets previously included in Prepaid expenses, subsequently renamed Prepaid expenses and other current assets, to Other non-current assets. This classification change was made to better reflect the nature of those assets and their maturity period. This classification change was applied retroactively and the comparative figures for the fiscal year ended December 31, 2021 were adjusted to reflect this change without impact on net loss and net loss per share.

The table below shows, for the impacted line items only, the previously published figures, the adjustment stemming from this change, and the adjusted figures:

	Published	Adjustment	December 31, 2021 adjusted
	$	$	$
Prepaid expenses and other current assets	5,440,461	(793,298)	4,647,163
Other non-current assets	—	793,298	793,298

8

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

3 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

3.3 Changes in classification and presentation (continued)

Lease Liability

During fiscal 2022, the Group changed its classification of the lease liabilities between the current portion of lease liabilities and the non-current portion of the lease liability in the consolidated statements of financial position. This classification change was made to better reflect the maturity of those obligations. This classification change was applied retroactively and the comparative figures for the fiscal year ended December 31, 2021 were adjusted to reflect this change without impact on net loss and net loss per share.

The table below shows, for the impacted line items only, the previously published figures, the adjustment stemming from this change and the adjusted figures:

	Published	Adjustment	December 31, 2021 adjusted
	$	$	$
Current portion of lease liabilities	7,728,923	(3,037,579)	4,691,344
Lease liabilities	54,480,394	3,037,579	57,517,973

3.4 Initial application of new accounting standards and interpretations in the reporting standards

Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets

On May 12, 2020, the IASB issued amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets, to clarify what costs an entity must consider in assessing whether a contract is onerous. The amendments specify that the cost of fulfilling a contract comprises the costs that relate directly to the contract, which include incremental costs (direct labor, material) and allocation of other costs that relate directly to fulfilling the contract (allocation of depreciation charge for an item of property, plant and equipment). The adoption of the amendments as of January 1, 2022 did not have an impact on the Company’s financial statements.

3.5 Standards, amendments and interpretations to existing Standards that are not yet effective and have not been adopted early by the Group

At the date of authorization of these financial statements, several other new, but not yet effective, standards and amendments to existing standards, and interpretations have been published by the IASB. None of these standards or amendments to existing standards have been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New standards, amendments and interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s financial statements.

9

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

4- INVENTORIES

Inventories consist of the following:

	June 30,<br>2022	December 31,<br>2021
	$	$
Raw materials	122,293,793	97,094,671
Work in process	20,965,692	14,122,704
Finished goods	8,451,425	4,761,604
	151,710,910	115,978,979

10

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

5 - PROPERTY, PLANT AND EQUIPMENT

	Leasehold improvements	Machinery and equipment	Rolling stock	Computer equipment	Furniture and office equipment	Production moulds	Master patterns and templates	Prototypes	Construction in progress	Total
	$	$	$	$	$	$	$	$	$	$
GROSS CARRYING AMOUNT
Balance at January 1, 2022	17,054,605	6,421,141	1,308,726	2,992,982	513,344	1,462,683	965,937	78,709	5,301,919	36,100,046
Additions	19,525,751	38,445,169	230,163	1,453,694	49,309	993,357	291,449	114,258	18,893,797	79,996,947
Disposal	—	—	(24,681)	—	—	—	—	—	—	(24,681)
Foreign currency translation adjustment	(65,984)	(355,806)	(3,747)	(58,657)	(8,263)	(31,498)	(17,817)	(2,864)	(326,496)	(871,132)
Balance at June 30, 2022	36,514,372	44,510,504	1,510,461	4,388,019	554,390	2,424,542	1,239,569	190,103	23,869,220	115,201,180
ACCUMULATED DEPRECIATION
Balance at January 1, 2022	1,618,691	343,839	224,406	758,100	96,809	246,449	64,885	78,709	—	3,431,888
Depreciation	599,121	697,527	35,527	343,521	27,864	270,327	28,872	21,164	—	2,023,923
Disposal	—	—	(23,072)	—	—	—	—	—	—	(23,072)
Foreign currency translation adjustment	(32,489)	(26,530)	(1,782)	(16,414)	(1,786)	(7,032)	(1,379)	11,019	—	(76,393)
Balance at June 30, 2022	2,185,323	1,014,836	235,079	1,085,207	122,887	509,744	92,378	110,892	—	5,356,346
Carrying amount June 30, 2022	34,329,049	43,495,668	1,275,382	3,302,812	431,503	1,914,798	1,147,191	79,211	23,869,220	109,844,834
GROSS CARRYING AMOUNT
Balance at January 1, 2021	1,966,151	1,988,193	407,579	1,294,565	488,489	416,858	525,953	78,370	—	7,166,158
Additions	15,102,271	4,186,427	905,507	1,702,475	303,078	1,051,343	440,320	—	5,336,280	29,027,701
Transfers	—	283,185	—	—	(283,185)	—	—	–	—	—
Foreign currency translation adjustment	(13,817)	(36,664)	(4,360)	(4,058)	4,962	(5,518)	(336)	339	(34,361)	(93,813)
Balance at December 31, 2021	17,054,605	6,421,141	1,308,726	2,992,982	513,344	1,462,683	965,937	78,709	5,301,919	36,100,046
ACCUMULATED DEPRECIATION
Balance at January 1, 2021	774,384	96,356	120,439	363,142	125,071	114,635	46,954	78,370	—	1,719,351
Depreciation	847,151	165,129	104,269	396,321	54,747	132,470	17,890	—	—	1,717,977
Transfers	—	84,588	—	—	(84,588)	—	—	—	—	—
Foreign currency translation adjustment	(2,844)	(2,234)	(302)	(1,363)	1,579	(656)	41	339	—	(5,440)
Balance at December 31, 2021	1,618,691	343,839	224,406	758,100	96,809	246,449	64,885	78,709	—	3,431,888
Carrying amount December 31, 2021	15,435,914	6,077,302	1,084,320	2,234,882	416,535	1,216,234	901,052	—	5,301,919	32,668,158

11

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

6 - LEASE OBLIGATIONS

The Group has entered into lease agreements for the rental of premises and rolling stock. The leases have an initial term of 1.1 to 15 years and some have a renewal option after their initial term. The lease terms are negotiated individually and encompass a wide range of different terms and conditions.

Right-of-use assets

	Premises	Rolling stock	Total
	$	$	$
Balance at January 1, 2022	60,297,423	604,939	60,902,362
Additions	367,376	113,568	480,944
Modifications	(617,774)	(19,377)	(637,151)
Depreciation expense	(3,221,273)	(78,582)	(3,299,855)
Foreign currency translation adjustment	(149,636)	(14,100)	(163,736)
Balance at June 30, 2022	56,676,116	606,448	57,282,564			Premises	Rolling stock	Total
---	---	---	---
	$	$	$
Balance at January 1, 2021	7,353,957	144,767	7,498,724
Additions	56,006,523	568,498	56,575,021
Depreciation expense	(3,031,148)	(103,704)	(3,134,852)
Foreign currency translation adjustment	(31,909)	(4,622)	(36,531)
Balance at December 31, 2021	60,297,423	604,939	60,902,362

Depreciation was recognized as follows in the consolidated statements of earnings (loss):

	Three months ended June 30,		Six months ended June 30,
	2022	2021	2022	2021
	$	$	$	$
Cost of sales	343,560	313,751	689,853	561,731
Administrative expenses	65,534	62,302	139,664	98,128
Selling expenses	447,765	255,478	883,821	429,242
Capitalized to property, plant and equipment	793,258	—	1,586,517	—
	1,650,117	631,531	3,299,855	1,089,101

12

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

6 - LEASE OBLIGATIONS (CONTINUED)

Lease liabilities

	$
Balance at January 1, 2022	62,209,317
Additions	480,944
Lease payments	(2,337,538)
Modifications	(637,151)
Foreign currency translation adjustment	(160,598)
Balance at June 30, 2022	59,554,974
Current portion	5,158,751
Non-current portion	54,396,223		Balance at January 1, 2021	7,719,108
---	---
Additions	56,575,021
Lease payments	(2,093,371)
Foreign exchange gain	(42,772)
Foreign currency translation adjustment	51,331
Balance at December 31, 2021	62,209,317
Current portion	4,691,344
Non-current portion	57,517,973

13

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

7 - FINANCIAL ASSETS AND LIABILITIES

7.1 Categories of financial assets and financial liabilities

The classification of financial instruments is summarized as follows:

	Classifications	June 30, 2022	December 31, 2021
		$	$
FINANCIAL ASSETS
Cash	Amortized cost	83,003,512	241,702,030
Trade and other receivables	Amortized cost	13,349,115	25,373,946
Incentives from "support program for the deployment of electric school buses" and from "zero-emission truck and bus program" receivable	Amortized cost	8,264,783	3,904,401
Other government assistance receivable	Amortized cost	1,288,054	903,356
FINANCIAL LIABILITIES
Loans on research and development tax credits and subsidies receivable	Amortized cost	10,394,061	10,564,590
Trade and other payables	Amortized cost	51,386,441	33,343,630
Long-term debt and other debts	Amortized cost	3,777,525	2,513,080
Share warrant obligations	FVTPL	27,281,847	106,225,934

7.2 Fair value of financial instruments

Current financial instruments that are not measured at fair value on the consolidated statement of financial position as at June 30, 2022 include trade and other receivables, incentives from "support program for the deployment of electric school buses" and from "zero-emission truck and bus program" receivable, other government assistance receivable, loans on research and development tax credits and subsidies receivable and trade and other payables. Their carrying values are considered to be a reasonable approximation of their fair value because of their short-term maturity and / or contractual terms of these instruments.

As at June 30, 2022, the fair value of long-term debt and other debts was based on discounted cash flows and was not materially different from its carrying value because there was no material change in the assumptions used for fair value determination at inception. Therefore, their principal amount approximated their fair value. As at June 30, 2022, the fair value of the private share warrants was determined using the Black-Scholes option pricing model and the fair value of the public share warrants was determined using their market value. The fair value of the other share warrant obligations was determined as described in Note 9.

14

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

7 - FINANCIAL ASSETS AND LIABILITIES (CONTINUED)

7.2 Fair value of financial instruments (continued)

As at June 30, 2022, the impact of a 5.0% increase in the value of the Company's share price would have an impact of increasing the fair value of the private share warrants and the warrant issued to a customer and a corresponding decrease in consolidated net earnings of $1,477,650 and a 5.0% decrease in the value would have an impact of increasing consolidated net earnings by $1,411,699. As at June 30, 2022, the impact of a 5% increase or decrease in the value of the Company's share price would have an impact of $694,798 on the fair value of the public warrants, with a corresponding impact on the consolidated net earnings.

7.3 Fair Value Hierarchy

Fair value measurements are categorized in accordance with the following level:

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

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability; and

Level 3: Inputs are unobservable inputs for the asset or liability.

The Group's financial instruments are categorized as follow on the fair value hierarchy:

	Fair Value Hierarchy
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
Share warrant obligations- public	Level 1
Share warrant obligations- private	Level 2
Share warrant obligations- warrant issued to a customer	Level 3
FINANCIAL INSTRUMENTS MEASURED AT AMORTIZED COST
Long-term debt	Level 2

15

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

8 - LONG-TERM DEBT AND OTHER DEBTS

	June 30,<br>2022	December 31, 2021
	$	$
Investissement Quebec (IQ) secured loan for the financing of the battery manufacturing plant and innovation center (Note 8.1)	3,701,506	—
Loans on research and development tax credits and subsidies receivable	10,394,061	10,564,590
Economic Development Canada (EDC) unsecured loans, maturing between January 2022 and February 2022	—	24,397
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024	76,019	95,949
Balance of purchase price payable related to the acquisition of<br><br>the dealership rights, without interest (Note 8.2)	—	2,392,734
	14,171,586	13,077,670
Current portion of long-term debt and other debts	10,431,833	13,015,584
Long-term portion of long-term debt and other debts	3,739,753	62,086

8.1 Investissement Quebec loan related to Battery Manufacturing Plant and Innovation Center

On July 1, 2021, the Company entered into an interest-bearing secured loan agreement with Investissement Quebec (the “IQ Loan”) relating to the construction of its battery manufacturing plant and innovation center projects in the Province of Quebec. The IQ Loan provides for financing of up to CA$50,000,000, of which up to 30% of the amount disbursed may be forgiven subject to the satisfaction of certain criteria tied to the Company and to the operations of the battery manufacturing plant and innovation center facilities.

The IQ Loan bears interest at a fixed rate of 4.41%, and will be repayable over a ten-year term, beginning on the fifth anniversary of the first draw. The obligations under the IQ Loan are secured by a security interest, hypothec, and lien on substantially all of the Company’s and certain of its subsidiaries’ property and assets (subject to certain exceptions and limitations).

8.2 Balance of purchase price payable related to the acquisition of the dealership rights, without interest

On May 7, 2022, the agreement with a private company relating to the previous acquisition of dealership rights in certain territories in the United States matured and the related financial liability was derecognized. The balance of the carrying amount was recognized in finance costs in the consolidated statements of earnings (loss) and comprehensive earnings (loss) (refer to Note 11).

16

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

9 - SHARE WARRANT OBLIGATIONS

9.1 Warrants issued to a customer

On July 1, 2020, in connection with the entering into of a master purchase agreement and a work order (collectively, the “MPA”) with Amazon Logistics, Inc., the Company issued a warrant to purchase common shares of the Company (the “Warrant”) to Amazon.com NV Investment Holdings LLC (the “Warrantholder”) which vests, subject to the terms and conditions contained therein, based on the aggregate amount of spending by Amazon.com, Inc. and its affiliates on the Group's products or services.

At the election of the Warrantholder, any vested portion of the Warrant can be exercised either on a cash basis by the payment of the applicable exercise price or on a net issuance basis based on the in-the-money value of the Warrant. The exercise of the Warrant corresponds to $5.66 per share. The Warrant grants the Warrantholder the right to acquire up to 35,350,003 common shares of the Company.

There was an initial vesting of a portion of the Warrant which is exercisable for 5,302,511 common shares as at June 30, 2022 and December 31, 2021. The remaining portion of the Warrant vests in three tranches based on the aggregate amount of spending by Amazon.com, Inc. and its affiliates on Group products or services. The Warrant has a term of 8 years. Full vesting of the Warrant requires spending of at least $1.1 billion on Group products or services over the term of the Warrant, subject to accelerated vesting upon the occurrence of certain events, including a change of control of the Group or a termination of the MPA for cause.

The fair value of the Warrant was determined using the Black-Scholes option pricing model taking into account the following assumptions:

	June 30, 2022	December 31, 2021
Exercise price ($)	5.66	5.66
Share price ($)	4.21	9.94
Volatility	40%	40%
Risk-free interest rate	3.13%	1.27%
Expected warrant life (years)	6.00	6.50

17

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

9 - SHARE WARRANT OBLIGATIONS (CONTINUED)

9.1 Warrants issued to a customer (continued)

The Group has recognized the following contract asset and share warrant obligation:

	June 30, 2022	December 31, 2021
	$	$
Contract asset
Beginning Balance	14,113,415	14,327,709
Amortization	—	(284,625)
Foreign currency translation adjustment	(227,813)	70,331
Ending Balance	13,885,602	14,113,415
Share warrant obligation
Beginning Balance	30,871,444	31,549,033
Fair value adjustment	(23,067,327)	492,091
Foreign currency translation adjustment	(157,983)	(1,169,680)
Ending Balance	7,646,134	30,871,444

9.2 Warrants issued as part of the business combination transaction

Upon completion of the business combination transaction on May 6, 2021, each outstanding warrant to purchase shares of NGA’s common stock was converted into a warrant to acquire one common share of the Company, at a price of $11.50 per share. A total of 27,111,741 NGA warrants were converted into 27,111,741 warrants of the Company, 15,972,672 of which are publicly traded and 11,139,069 of which are private. As at June 30, 2022, there were 27,111,323 warrants outstanding (December 31, 2021: 27,111,623) of which 15,972,364 are publicly traded (December 31, 2021: 15,972,664) and 11,138,959 are private (December 31, 2021: 11,138,959).

Each public warrant entitles the holder to purchase one common share for a price $11.50 per share. The public warrants became exercisable 30 days after the completion of the business combination transaction and will expire five years after the completion of the business combination transaction, or earlier upon redemption or liquidation. The Company may redeem the outstanding public warrants after they become exercisable, in whole at a price of $0.01 per public warrant, provided that the last reported sales price of the Company’s common shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period commencing once the public warrants become exercisable and ending on the third trading day prior to the date on which the Company gives proper notice of such redemption.

18

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

9 - SHARE WARRANT OBLIGATIONS (CONTINUED)

9.2 Warrants issued as part of the business combination transaction (continued)

The fair value of the public warrants were determined using their market trading price as follows:

	June 30, 2022	December 31, 2021
Warrant price ($)	0.87	2.73

Each private warrant entitles the holder to purchase one common share for a price of $11.50 per share and became exercisable 30 days following the completion of the business combination transaction and will expire five years after the completion of the business combination transaction. The private warrants are not redeemable by the Company so long as they are held by the NGA Sponsor or its permitted transferees. The fair value of the private warrants was determined using the Black-Scholes option pricing model taking into account the following assumptions:

	June 30, 2022	December 31, 2021
Exercise price ($)	11.50	11.50
Share price ($)	4.21	9.94
Volatility	47%	40%
Risk-free interest rate	3.12%	1.27%
Expected warrant life (years)	3.83	4.33

The expected volatility was determined by reference to historical data of comparable share prices over the expected life of the warrants.

The Group has recognized the following warrant obligations:

	Public warrants	Private warrants	Total
	$	$	$
Beginning balance at January 1, 2022	42,961,675	32,392,815	75,354,490
Fair value adjustment	(28,673,781)	(26,649,685)	(55,323,466)
Exercised	(348)	—	(348)
Foreign currency translation adjustment	(281,136)	(113,827)	(394,963)
Balance at June 30, 2022	14,006,410	5,629,303	19,635,713

19

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

9 - SHARE WARRANT OBLIGATIONS (CONTINUED)

9.2 Warrants issued as part of the business combination transaction (continued)

	Public warrants	Private warrants	Total
	$	$	$
Beginning balance at May 6, 2021	95,836,032	73,616,827	169,452,859
Fair value adjustment	(48,935,404)	(37,352,590)	(86,287,994)
Exercised	—	(442)	(442)
Foreign currency translation adjustment	(3,938,953)	(3,870,980)	(7,809,933)
Balance at December 31, 2021	42,961,675	32,392,815	75,354,490

10 - SHARE-BASED COMPENSATION

10.1 Stock options

The Group has a stock option plan (the "Plan") for its key employees, officers and consultants under which it has authorized the grant of options for the purchase of its common shares for a maximum of 10% of outstanding common shares.

The Board of Directors shall determine the stock option term, which shall be no more than 10 years. Under the terms of the plan, the exercise price of each option cannot be below the fair value of the common shares on the grant date. Unless otherwise determined by the Board of Directors, the options granted under the plan vest within four years, beginning on the first anniversary of the date of granting. The option redemption value is the excess of the fair market value of the shares over the option exercise price, with the fair value of the shares being determined on the basis of the last approved financial statements.

Change in Method of Settlement

As of May 6, 2021, the cash settlement option in the Company’s stock option plan was removed. As a result, the liability for share-based compensation was re-measured to fair value at May 6, 2021, with changes in fair value recognized in net earnings (loss), and the resulting fair value of $130,276,188 was transferred to contributed surplus within shareholders’ equity.

20

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

10 - SHARE-BASED COMPENSATION (CONTINUED)

10.1 Stock options (continued)

Change in Method of Settlement (continued)

The following principal weighted assumptions were used in the Black-Scholes option pricing model to remeasure the share-based compensation liability relating to stock options as at May 6, 2021:

	May 6, 2021
Exercise price (CA $)	1.17
Share price (CA $)	19.73
Volatility (%)	40%
Risk-free interest rate (%)	1.40%
Expected option life (years)	7.58

The following table summarizes the outstanding options as at and changes during the six months ended and year then ended:

	June 30, 2022
	Number of stock options	Weighted average exercise price	Weighted average exercise price
		CA	CA$
Outstanding, beginning of period	9,072,149	1.82	1.17
Granted	558,697	6.94	21.86
Exercised	—	—	0.93
Forfeited	—	—	6.90
Outstanding, end of period	9,630,846	2.12	1.82
Exercisable, end of period	6,738,387	1.23	1.06

All values are in US Dollars.

21

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

10 - SHARE-BASED COMPENSATION (CONTINUED)

10.1 Stock options (continued)

The following table summarizes the information relating to stock options outstanding:

	As at June 30, 2022
	Number of stock options	Remaining contractual life (years)	Number of stock options exercisable
Exercise price
CA$0.93 (issued in 2018)	4,792,398	5.45	4,644,838
CA$0.93 (issued in 2019)	3,664,907	7.27	1,926,860
CA$6.90 (issued in 2020)	319,990	8.21	103,223
CA$15.45 (issued in 2021)	26,389	9.15	—
CA$23.02 (issued in 2021)	253,865	8.99	63,466
CA$13.29 (issued in 2021)	14,600	9.45	—
CA$6.92 (issued in 2022)	493,614	9.87	—
CA$7.05 (issued in 2022)	65,083	9.89	—
	9,630,846		6,738,387
	As at December 31, 2021
---	---	---	---
	Number of stock options	Remaining contractual life (years)	Number of stock options exercisable
Exercise price
CA$0.93 (issued in 2018)	4,792,398	5.94	3,316,799
CA$0.93 (issued in 2019)	3,664,907	7.77	1,634,954
CA$6.90 (issued in 2020)	319,990	8.71	103,223
CA$15.45 (issued in 2021)	26,389	9.65	—
CA$23.02 (issued in 2021)	253,865	9.49	—
CA$13.29 (issued in 2021)	14,600	9.94	—
	9,072,149		5,054,976

22

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

10 - SHARE-BASED COMPENSATION (CONTINUED)

10.1 Stock options (continued)

The following table summarizes the weighted average values for the assumptions used in the Black-Scholes option pricing model for the stock option grants during the three and six months ended June 30, 2022 and year ended December 31, 2021:

	June 30, 2022	December 31, 2021
Expected dividends per share (CA$)	—	—
Exercise price (CA$)	6.94	21.86
Share price (CA$)	6.94	21.86
Expected Volatility (%)	40%	40%
Risk-free interest rate (%)	2.78%	1.16%
Expected option life (years)	7.50	7.50

The expected volatility was determined by reference to historical data of comparable companies share prices over the expected life of the stock options.

Compensation expense related to the stock options was recognized in the consolidated statement of earnings (loss) as follows:

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
	$	$	$	$
Administrative expenses	2,080,685	44,761,756	4,872,111	47,820,351
Selling expenses	810,612	10,037,740	1,767,527	12,184,497
	2,891,297	54,799,496	6,639,638	60,004,848

10.2 Restricted share units (RSUs)

In June 2021, the Company approved a restricted share unit (“RSU”) plan for officers and other key employees of the Group. A RSU represents the right of an individual to receive one common share of the Company on the vesting date without any monetary consideration being paid to the Company.

All RSUs vest within a maximum three-year vesting period and they can be settled in cash based on the Company’s share price on the vesting date, or through the delivery of common shares issued from treasury or purchased on the open market, at the Company's option. RSUs are expected to be settled in common shares purchased on the open market. As at June 30, 2022 and December 31, 2021, none of the outstanding RSUs were vested.

23

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

10 - SHARE-BASED COMPENSATION (CONTINUED)

10.2 Restricted share units (RSUs) (continued)

The following table summarizes the information relating to restricted share units outstanding:.

	June 30, 2022
	Number of restricted share units	Weighted average exercise price	Weighted average exercise price
		CA	CA$
Outstanding, beginning of period	36,247	18.59	—
Granted	276,584	6.93	18.59
Outstanding, end of period	312,831	8.28	18.59
Vested, end of period	—	—	—

All values are in US Dollars.

All RSUs have an average remaining contractual life of approximately 2.7 as at June 30, 2022 and 2.9 years as at December 31, 2021.

Compensation cost for RSUs is measured at the fair value of the underlying common share at the grant date and is expensed over the award's vesting period. Compensation expense related to the RSUs was recognized in the consolidated statement of earnings (loss) is as follows:

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
	$	$	$	$
Administrative expenses	107,542	—	138,690	—
Selling expenses	28,444	—	43,513	—
	135,986	—	182,203	—

The corresponding increase is recorded in contributed surplus. When the underlying shares are issued, the amounts previously credited to contributed surplus are transferred to share capital.

24

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

10 - SHARE-BASED COMPENSATION (CONTINUED)

10.3 Deferred share units (DSUs)

In June 2021, the Company approved a deferred share unit (“DSU”) plan for officers and other key employees of the Group. A DSU represents the right of an individual to receive one common share of the Company on the vesting date without any monetary consideration being paid to the Company.

	June 30, 2022
	Number of restricted share units	Weighted average exercise price	Weighted average exercise price
		CA	CA$
Outstanding, beginning of period	18,755	14.07	—
Granted	62,181	6.92	14.07
Settled	2,026	14.07	—
Outstanding, end of period	78,910	14.07	14.07
Vested, end of period	78,910	8.71	14.07

All values are in US Dollars.

Compensation cost for DSUs is measured at the fair value of the underlying common share at the grant date. All DSUs issued vest on the date of the grant, except as otherwise determined by the Board of Directors, and they can be settled through the delivery of common shares issued from treasury or purchased on the open market, or in cash (based on the Company’s share price on the vesting date) at the Company's option, or a combination of both. Compensation expense related to the DSUs was recognized in the consolidated statement of earnings (loss) is as follows:

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
	$	$	$	$
Administrative expenses	335,799	—	335,799	—
	335,799	—	335,799	—

25

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

11 - FINANCE COSTS (INCOME)

Finance costs (income) for the reporting periods consist of the following:

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
	$	$	$	$
Interest on long-term debt and other debts	529,337	634,459	882,047	1,890,007
Interest on lease liabilities	767,975	107,732	1,540,062	189,605
Interest on convertible debt instruments	—	1,705,883	—	2,503,097
Accretion and revaluation expense on balance of purchase price payable related to the acquisition of the dealership rights	26,514	133,724	82,850	286,844
Gain on derecognition of the balance of purchase price payable related to the acquisition of the dealership rights (a)	(2,130,583)	—	(2,130,583)	—
Accretion expense on common shares, retractable	—	415,850	—	2,031,863
Other	(25,202)	3,986	(27,927)	7,608
	(831,959)	3,001,634	346,449	6,909,024

a.On May 7, 2022, the agreement with a private company relating to the previous acquisition of dealership rights in certain territories in the United States matured and the related financial liability was derecognized. The carrying amount of $2,130,583 was recognized as a gain under finance costs (income) in the consolidated statements of earnings (loss) and comprehensive earnings (loss)

26

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

12 - EARNINGS PER SHARE

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
	$	$	$	$
Net earnings (loss)	37,510,822	(178,490,141)	39,613,259	(194,604,004)
Basic weighted average number of common shares outstanding	190,002,774	158,199,934	190,002,743	134,375,624
Basic earnings (loss) per share	0.20	(1.13)	0.21	(1.45)
Basic weighted average number of common shares outstanding	190,002,774	158,199,934	190,002,743	134,375,624
Plus dilutive impact of stock options, RSUs, DSUs, and warrants	6,663,769	—	7,796,393	—
Diluted weighted average number of common shares outstanding	196,666,543	158,199,934	197,799,136	134,375,624
Diluted earnings (loss) per share	0.19	(1.13)	0.20	(1.45)

Excluded from the above calculations for the three and six months ended June 30, 2022 and 2021 are outstanding stock options, share warrant obligations, RSUs, and DSUs, which are deemed to be anti-dilutive as they would have the effect of decreasing the earnings or loss per share.

13 - SUPPLEMENTAL CASH FLOW DISCLOSURE

The depreciation and amortization is detailed as follows:

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
	$	$	$	$
Depreciation – property, plant and equipment	1,261,869	382,875	2,023,923	674,267
Depreciation – right-of-use assets	856,859	631,532	1,713,338	1,089,101
Amortization – intangible assets	620,444	249,540	985,165	484,389
Amortization – contract asset	—	284,625	—	284,625
	2,739,172	1,548,572	4,722,426	2,532,382

See Note 6 for additional information related to the depreciation of right-of-use assets.

27

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

13 - SUPPLEMENTAL CASH FLOW DISCLOSURE (CONTINUED)

The net changes in non-cash working capital items are detailed as follows:

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
	$	$	$	$
Inventories	(11,227,342)	(11,050,160)	(37,982,858)	(20,292,056)
Accounts receivables	5,395,827	(14,259,560)	5,719,667	(9,912,221)
Prepaid expenses and other assets	(1,411,481)	(4,450,691)	(1,193,287)	(4,909,335)
Trade and other payables (1)	4,673,997	10,102,322	10,141,807	12,860,669
	(2,568,999)	(19,658,089)	(23,314,671)	(22,252,943)

(1)For the three months ended June 30, 2022, the net change in trade and other payables excludes trade and other payables as at June 30, 2022 related to the following non-cash working capital items: $1,420,738 related to the acquisition of intangible assets and $19,205,285 related to the acquisition of property, plant and equipment as at June 30, 2022, and includes trade and other payables as at March 31, 2022 related to the acquisition of intangible assets of $761,293 and related to the acquisition of property, plant and equipment of $7,922,816.

For the six months ended June 30, 2022, the net change in trade and other payables excludes trade and other payables as at June 30, 2022 related to the following non-cash working capital items: $1,420,738 related to the acquisition of intangible assets and $19,205,285 related to the acquisition of property, plant and equipment as at June 30, 2022, and includes trade and other payables as at December 31, 2021 related to the acquisition of intangible assets of $554,310 and related to the acquisition of property, plant and equipment of $8,797,575.

There were no outstanding payables related to the acquisition of intangible assets and property, plant and equipment as at June 30, 2021 and December 31, 2020.

As at June 30, 2022, the Company had contractual purchase obligations outstanding of $72,761,426 for the acquisition of property, plant and equipment, compared to $35,102,660 as at December 31, 2021.

14 - SHARE CAPITAL

14.1 - ATM Program

On June 17, 2022, the Company established an "at-the-market" equity program (the "ATM Program") that allows the Company to issue and sell, from time to time through a syndicate of agents, newly issued common shares of the Company, for an aggregate offering amount of up to $125,000,000 (or the Canadian dollar equivalent). As of June 30, 2022, the Company had not issued any securities pursuant to the ATM Program and therefore had not received any proceeds thereunder. Equity issuance fees directly related to the establishment of the ATM Program are recognized under prepaids and other assets in the consolidated statements of financial position.

28

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

15 - ENTITY-WIDE DISCLOSURES

The Group has one reportable operating segment, the manufacturing and sales of electric vehicles in Canada and in the United States.

The Group's revenue from external customers are divided into the following geographical areas:

	Three months ended		Six months ended
	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
Revenue from External Customers	$	$	$	$
Canada	24,549,083	11,013,255	45,575,957	16,591,012
United States	4,971,933	5,675,684	6,591,852	6,323,405
	29,521,016	16,688,939	52,167,809	22,914,417

During the three months ended June 30, 2022, 41.4% (three months ended June 30, 2021: 50.8%) of the Group's revenue depended on one customer ( June 30, 2021: three customers, 20.4%, 15.7% and 14.7% respectively).

During the six months ended June 30, 2022, 41.1% (six months ended June 30, 2021: 51.2%) of the Group's revenue depended on one customer (six months ended June 30, 2021: four customers, 15.0%, 13.9%, 11.5% and 10.8% respectively).

The Group’s following non-current assets are allocated to geographic areas as follows:

	June 30, 2022
	Canada	United States	Total
	$	$	$
Property, plant and equipment	57,334,404	52,510,430	109,844,834
Right-of-use assets	6,670,960	50,611,604	57,282,564
Intangible assets	111,161,040	6,122,015	117,283,055
Contract asset	13,885,602	—	13,885,602
	189,052,006	109,244,049	298,296,055

29

The Lion Electric Company

Notes to Condensed Interim Consolidated Financial Statements

As at and for the three and six months ended June 30, 2022 and 2021 (Unaudited, In US dollars, except number of shares)

15 - ENTITY-WIDE DISCLOSURES (CONTINUED)

	December 31, 2021
	Canada	United States	Total
	$	$	$
Property, plant and equipment	18,035,651	14,632,507	32,668,158
Right-of-use assets	7,446,976	53,455,386	60,902,362
Intangible assets	76,127,010	5,772,820	81,899,830
Contract asset	14,113,415	—	14,113,415
	115,723,052	73,860,713	189,583,765

Geographical areas are determined according to where the sales take place and according to the location of the long-term assets.

16 - COVID-19

In March 2020, the decree of a COVID-19 state of pandemic and the numerous measures put in place by the federal, provincial and municipal governments to protect the public, which had impacts on the Group’s operations. This state of pandemic could cause significant changes to the assets or liabilities and / or have a significant impact on future operations.

There continues to be significant uncertainty surrounding the COVID-19 pandemic. The COVID-19 pandemic significantly has negatively impacted the global economy since March 2020 and may continue to do so in the future. Global conditions that originated during the pandemic continue to persist and may have a long-lasting adverse impact on Lion's business and its industry. Given the dynamic nature of the pandemic, as demonstrated by the emergence of COVID-19 variants, infection and vaccination rates, and governmental regulations and measures that continue to fluctuate, the full extent to which COVID-19 (including as a result of the currently prevalent variants and the potential emergence of other variants of the virus in the future) impacts Lion’s business or the global economy and the markets in which Lion operates and sells its products, including Canada and the United States, will depend on unknown future developments which Lion cannot predict. Accordingly, as of the date of these financial statements, management continues to closely monitor the evolving situation.

Document

For immediate release

LION ELECTRIC ANNOUNCES SECOND QUARTER 2022 RESULTS

MONTREAL, QUEBEC - August 5, 2022 – The Lion Electric Company (NYSE: LEV) (TSX: LEV) (“Lion” or the “Company”), a leading manufacturer of all-electric medium and heavy-duty urban vehicles, today announced its financial and operating results for the second quarter of fiscal year 2022, which ended on June 30, 2022. Lion reports its results in U.S. dollars and in accordance with International Financial Reporting Standards ("IFRS").

Q2 2022 FINANCIAL HIGHLIGHTS

•Delivery of 105 vehicles, an increase of 44 vehicles, as compared to the 61 delivered in the same period last year.

•Revenue of $29.5 million, up $12.8 million, as compared to $16.7 million in Q2 2021.

•Gross loss of $3.5 million, as compared to a gross profit of $0.9 million in Q2 2021.

•Net earnings of $37.5 million, as compared to a net loss of $178.5 million in Q2 2021. Net earnings for Q2 2022 include a $56.9 million gain related to non-cash decrease in the fair value of share warrant obligations and a $3.4 million charge related to non-cash share-based compensation, compared to a $99.3 million charge related to non-cash increase in the fair value of share warrant obligations, $54.8 million charge related to non-cash share-based compensation, and $13.7 million of transaction costs included in net loss for Q2 2021.

•Adjusted EBITDA1 of negative $14.4 million, as compared to negative $5.5 million in Q2 2021, after mainly adjusting for certain non-cash items such as change in fair value of share warrant obligations and share-based compensation.

•Capital expenditures, which included expenditures related to the Joliet Facility and the Lion Campus, amounted to $44.3 million, up $41.0 million, as compared to $3.3 million in Q2 2021.

•Additions to intangible assets, which mainly consist of R&D activities, amounted to $24.6 million, up $13.9 million, as compared to $10.7 million in Q2 2021.

•Establishment of cross-border $125 million "at-the-market" equity program ("ATM Program").

1 Adjusted EBITDA is a non-IFRS financial measure. See “Non-IFRS Measures and Other Performance Metrics” section of this press release.

Page 1

BUSINESS UPDATES

•More than 700 vehicles on the road, with over 10 million miles driven.

•Vehicle order book2 of 2,357 all-electric medium- and heavy-duty urban vehicles as of August 4, 2022, consisting of 286 trucks and 2,071 buses, representing a combined total order value of approximately $575 million based on management's estimates.

•LionEnergy order book2 of 226 charging stations and related services as of August 4, 2022, representing a combined total order value of approximately $3.0 million.

•12 Experience Centers in operation in the United States and Canada.

•Installation of assembly stations continued at the Joliet Facility in the quarter and manufacturing of Lion C units (for working stations set up and employees training purposes) began. In order to accelerate return on investment, the Company decided to review the cadence of its initial ramp up of production capacity at the Joliet Facility to align it further with projected deliveries and to initially focus on bus production.

•The building shell for the battery plant building is substantially completed. For the Innovation center, the foundation work has been completed and the steel structure is 90% completed. The Company's prototype battery packs are currently undergoing testing and certification and engineering design for one version of the packs and module line has been finalized. Lion continues to expect the certification of packs, factory acceptance of production equipment at JR Automation’s facility, and production of packs in Mirabel to take place prior to the end of 2022. Site acceptance of production equipment in Mirabel is expected to be completed near the beginning of 2023.

•The Company has elected to implement configuration changes to certain vehicles to increase quality and performance, improve manufacturing efficiencies, and optimize the development of new models. Such measures have mainly resulted in the temporary suspension of commercial production and the projected delivery of the LionA.

•As of August 4, 2022, Lion had approximately 1,300 employees, of which over 300 were in its Engineering and R&D departments.

“We are pleased with our Q2 performance, as in spite of ongoing supply-chain challenges, for the third quarter in a row, we delivered a record number of vehicles in the history of Lion,” commented Marc Bedard, CEO – Founder of Lion. “As we are nearing the start of operations at our U.S. manufacturing facility and our battery plant, we also decided to adjust the cadence of our capital spend. This will enable us to accelerate return on investment and optimally manage our capital resources", concluded Marc Bedard.

2 See “Non-IFRS Measures and Other Performance Metrics” section of this press release. The Company’s vehicle and charging stations order book, expressed as a number of units or the amount of sales expected to be recognized in the future (at the applicable time of delivery) in respect of such number of units, is determined by management based on purchase orders that have been signed, orders that have been formally confirmed by clients or products in respect of which formal joint applications for governmental subsidies or economic incentives have been made by the applicable clients and the Company. The vehicles included in the vehicle order book as of August 4, 2022 provided for a delivery period ranging from a few months to the end of the year ending December 31, 2025. Substantially all deliveries are subject to the granting of subsidies and incentives with processing times that are subject to important variations, and there has been in the past and the Company expects there will continue to be variances between the expected delivery periods of orders and the actual delivery times, and certain delays could be significant. Such variances or delays could result in the loss of a subsidy or incentive and/or in the cancellation of certain orders, in whole or in part. The Company’s presentation of the order book should not be construed as a representation by the Company that the vehicles and charging stations included in its order book will translate into actual sales.

Page 2

SELECT EXPLANATIONS ON RESULTS OF OPERATIONS FOR THE SECOND QUARTER OF FISCAL YEAR 2022

Revenue

For the three months ended June 30, 2022, revenue amounted to $29.5 million, an increase of $12.8 million compared to $16.7 million for the three months ended June 30, 2021. The increase in revenue was primarily due to an increase in vehicle sales volume of 44 units, from 61 units (48 school buses and 13 trucks; 41 vehicles in Canada and 20 vehicles in the U.S.) for the three months ended June 30, 2021, to 105 units (90 school buses and 15 trucks; 91 vehicles in Canada and 14 vehicles in the U.S.) for the three months ended June 30, 2022. Revenues for the three months ended June 30, 2022 were impacted by continuing global supply chain challenges, which required the Company to delay the final assembly of certain vehicles and resulted in increased inventory levels.

For the six months ended June 30, 2022, revenue amounted to $52.2 million, an increase of $29.3 million compared to $22.9 million for the six months ended June 30, 2021. The increase in revenue was primarily due to an increase in vehicle sales volume of 104 units, from 85 units (66 school buses and 19 trucks; 63 vehicles in Canada and 22 vehicles in the U.S.) for the six months ended June 30, 2021, to 189 units (162 school buses and 27 trucks; 171 vehicles in Canada and 18 vehicles in the U.S.) for the six months ended June 30, 2022. Revenues for the six months ended June 30, 2022 were impacted by continuing global supply chain challenges, which required the Company to delay the final assembly of certain vehicles and resulted in increased inventory levels.

Cost of Sales

For the three months ended June 30, 2022, cost of sales amounted to $33.0 million, representing an increase of $17.2 million, compared to the three months ended June 30, 2021. For the six months ended June 30, 2022, cost of sales amounted to $56.5 million, representing an increase of $32.7 million, compared to the six months ended June 30, 2021. The increase for both periods was primarily due to increased sales volumes and higher production levels, increased fixed manufacturing and inventory management system costs related to the ramp-up of production capacity for future quarters, and the impact of continuing global supply chain challenges.

Gross Loss (Profit)

For the three months ended June 30, 2022, gross profit decreased by $4.4 million to negative $3.5 million, compared to positive $0.9 million for the three months ended June 30, 2021. For the six months ended June 30, 2022, gross loss decreased by $3.5 million to negative $4.4 million, compared to negative $0.9 million for the six months ended June 30, 2021. The decrease in gross profit for both periods included the positive gross profit impact of increased sales volumes, mainly offset by the impact of increased fixed manufacturing and inventory management system costs related to the ramp-up of production capacity for future quarters, and the impact of continuing global supply chain challenges.

Page 3

Administrative Expenses

For the three months ended June 30, 2022, administrative expenses decreased by $38.3 million from $50.0 million for the three months ended June 30, 2021, to $11.7 million. Administrative expenses for the three months ended June 30, 2022 included $2.6 million of non-cash share-based compensation, compared to $44.8 million for three months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, administrative expenses increased from $5.2 million for the three months ended June 30, 2021 to $9.1 million for the three months ended June 30, 2022

For the six months ended June 30, 2022, administrative expenses decreased by $33.6 million from $56.3 million for the six months ended June 30, 2021, to $22.7 million. Administrative expenses for the six months ended June 30, 2022 included $5.3 million of non-cash share-based compensation, compared to $47.8 million for six months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, administrative expenses increased from $8.5 million for the six months ended June 30, 2021 to $17.4 million for the six months ended June 30, 2022. The increase was mainly due to an increase in expenses as a result of Lion becoming a public company in May 2021, an increase in expenses resulting from the expansion of Lion’s head office capabilities in anticipation of an expected increase in business activities, as well as professional fees related to supply chain and strategic project optimization initiatives.

Selling Expenses

For the three months ended June 30, 2022, selling expenses decreased by $6.6 million, from $13.3 million for the three months ended June 30, 2021, to $6.7 million. Selling expenses for the three months ended June 30, 2022 included $0.8 million of non-cash share-based compensation, compared to $10.0 million for three months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, selling expenses increased from $3.3 million for the three months ended June 30, 2021 to $5.9 million for the three months ended June 30, 2022. The increase was primarily due to Lion expanding its sales force in anticipation of the ramp-up of production capacity, and an increase in expenses as a result of the opening and operations of new Experience Centers.

For the six months ended June 30, 2022, selling expenses decreased by $5.6 million, from $17.7 million for the six months ended June 30, 2021, to $12.1 million. Selling expenses for the six months ended June 30, 2022 included $1.8 million of non-cash share-based compensation, compared to $12.2 million for six months ended June 30, 2021. Excluding the impact of non-cash share-based compensation, selling expenses increased from $5.5 million for the six months ended June 30, 2021 to $10.3 million for the six months ended June 30, 2022. The increase was primarily due to Lion expanding its sales force in anticipation of the ramp-up of production capacity, and an increase in expenses as a result of the opening and operations of new Experience Centers.

Transaction costs

Transaction costs of $13.7 million for the three and six months ended June 30, 2021 were related to the completion of the Company's business combination and plan of reorganization on

Page 4

May 6, 2021 pursuant to which Lion became a public company (the "Business Combination") and were mainly composed of legal, banking, and other professional fees.

Finance Costs (Income)

For the three months ended June 30, 2022, finance costs (income) decreased by $3.8 million, from a cost of $3.0 million for the three months ended June 30, 2021, to income of $0.8 million. The decrease was driven primarily by lower interest expense on long-term debt, the non-recurrence of interest expense on convertible debt instruments and accretion expense on retractable common shares which were repaid on May 6, 2021, and the gain on derecognition of a financial liability related to previously acquired dealership rights, partially offset by an increase in interest costs related to lease liabilities. The gain on derecognition of the financial liability occurred as a result of the agreement with a private company relating to the previous acquisition of dealership rights in certain territories in the United States maturing on May 7, 2022.

For the six months ended June 30, 2022, finance costs decreased by $6.6 million, from $6.9 million for the six months ended June 30, 2021, to $0.3 million. The decrease was driven primarily by lower interest expense on long-term debt, the non-recurrence of interest expense on convertible debt instruments and accretion expense on retractable common shares which were repaid on May 6, 2021, and the gain on derecognition of a financial liability related to previously acquired dealership rights, partially offset by an increase in interest costs related to lease liabilities. The gain on derecognition of the financial liability occurred as a result of the agreement with a private company relating to the previous acquisition of dealership rights in certain territories in the United States maturing on May 7, 2022

Foreign Exchange Loss (Gain)

Foreign exchange gains and losses relate primarily to the revaluation of net monetary assets denominated in foreign currencies to the functional currencies of the related Lion entities. Foreign exchange gain for the three months ended June 30, 2022, was $1.6 million compared to a loss of $0.1 million for the three months ended June 30, 2021, largely as a result of a weakening of the Canadian dollar relative to the US dollar during the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.

Foreign exchange gain for the six months ended June 30, 2022, was $0.7 million compared to a gain of $0.1 million for the six months ended June 30, 2021, largely as a result of a weakening of the Canadian dollar relative to the US dollar during the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.

Change in fair value of share warrant obligations

Share warrant obligations relate to the warrants issued to a specified customer in July 2020 and the public and private warrants issued as part of the closing of the Business Combination on May 6, 2021. Change in fair value of share warrant obligations resulted in a gain of $56.9 million for the three months ended June 30, 2022, compared to a charge of $99.3 million for the three months ended June 30, 2021, and resulted in a gain of $78.4 million for the six months ended June 30, 2022, compared to a charge of $99.2 million for the six months ended June 30,

Page 5

2021. The gains for the three and six months ended June 30, 2022 result mainly from the decrease in the market price of Lion equity as compared to the previous valuations.

Net Earnings (Loss)

For the three months ended June 30, 2022, net earnings were $37.5 million, as compared to a net loss of $178.5 million for the three months ended June 30, 2021. The increase in net earnings (loss) for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was largely due to the gain related to the fair value of share warrant obligations, lower non-cash share-based compensation, and the non-recurrence of transaction costs incurred during the three months ended June 30, 2021, and lower finance costs, partially offset by the gross loss and higher administrative and selling expenses (excluding share-based compensation).

For the six months ended June 30, 2022, net earnings were $39.6 million, as compared to a net loss of $194.6 million for the six months ended June 30, 2021. The increase in net earnings (loss) for the three months ended June 30, 2022 compared to the six months ended June 30, 2021 was largely due to the gain related to the fair value of share warrant obligations, lower non-cash share-based compensation, the non-recurrence of transaction costs incurred during the six months ended June 30, 2021, and lower finance costs, partially offset by the gross loss and higher administrative and selling expenses (excluding share-based compensation).

BOARD OF DIRECTORS

Ms. Latasha Akoma and Mr. Dane L. Parker, Operating Partner at GenNx360 Capital Partner, and Retired Chief Sustainability Officer and Vice President, Sustainable Workplaces at General Motors, respectively, have been appointed to the Board of Directors of Lion as independent Directors.

Latasha Akoma

Ms. Akoma, who is responsible for driving strong performance, operational efficiencies, and profitability across the GenNx portfolio companies, brings over 26 years of managerial experience in all aspects of manufacturing, operations, and business strategies.

Prior to joining GenNx360 Capital Partner, she held several executive leadership positions at Harley-Davidson Motor Company, a company she joined in 2009 as the Director of Operations, with responsibility for vehicle assembly and materials management. Prior to that, Ms. Akoma was a Senior Manager of Paint Operations at Chrysler (formerly DaimlerChrysler) where she held a variety of increasing senior leadership positions in operations and general management.

Dane L. Parker

As General Motors’ first Chief Sustainability Officer, Mr. Parker was a leading force behind the company's plan to become carbon neutral by 2040 and aspiration to have zero-emissions from all new light-duty vehicles by 2035. Mr. Parker also held global responsibilities for facility design, engineering, construction, operations, energy procurement and efficiency, real estate, environmental compliance, as well as workplace strategy.

Page 6

Prior to General Motor, Mr. Parker was Vice President, Global Environment, Health and Safety, Facilities and Real Estate for Dell, Inc. He also spent more than 13 years at Intel Corporation in the Technology and Manufacturing organization in a variety of operational roles, including as Director of Global Environment, Health and Safety.

CONFERENCE CALL

A conference call and webcast will be held on August 5, 2022, at 8:30 a.m. (Eastern Time) to discuss the results.

To participate in the conference call, dial (226) 828-7575 or (833) 950-0062 (toll free) using the Access Code 842480. An investor presentation and a live webcast of the conference call will also be available at www.thelionelectric.com under the “Events and Presentations” page of the “Investors” section. An archive of the event will be available for a period of time shortly after the conference call.

FINANCIAL REPORT

This release should be read together with our 2022 second quarter financial report, including the unaudited condensed interim consolidated financial statements of the Company as at and for the quarter ended June 30, 2022 and related management's discussion and analysis ("MD&A"), which will be filed by the Company with applicable Canadian securities regulatory authorities and with the U.S. Securities and Exchange Commission and which will be available on our website at www.thelionelectric.com.

Page 7

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at June 30, 2022 and December 31, 2021 (Unaudited)

	June 30,<br>2022	December 31,<br>2021
	$	$
ASSETS
Current
Cash	83,003,512	241,702,030
Accounts receivable	33,074,111	37,899,085
Inventories	151,710,910	115,978,979
Prepaid expenses and other current assets	5,737,143	4,647,163
Current assets	273,525,676	400,227,257
Non-current
Other non-current assets	821,548	793,298
Property, plant and equipment	109,844,834	32,668,158
Right-of-use assets	57,282,564	60,902,362
Intangible assets	117,283,055	81,899,830
Contract asset	13,885,602	14,113,415
Non-current assets	299,117,603	190,377,063
Total assets	572,643,279	590,604,320
LIABILITIES
Current
Trade and other payables	61,004,762	40,409,565
Current portion of long-term debt and other debts	10,431,833	13,015,584
Current portion of lease liabilities	5,158,751	4,691,344
Current liabilities	76,595,346	58,116,493
Non-current
Long-term debt and other debts	3,739,753	62,086
Lease liabilities	54,396,223	57,517,973
Share warrant obligations	27,281,847	106,225,934
Non-current liabilities	85,417,823	163,805,993
Total liabilities	162,013,169	221,922,486
SHAREHOLDERS' EQUITY
Share capital	418,712,958	418,709,160
Contributed surplus	129,795,436	122,637,796
Deficit	(130,142,467)	(169,755,726)
Cumulative translation adjustment	(7,735,817)	(2,909,396)
Total shareholders' equity	410,630,110	368,681,834
Total shareholders' equity and liabilities	572,643,279	590,604,320

Page 6

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND COMPREHENSIVE EARNINGS (LOSS)

For the three and six months ended June 30, 2022 and 2021

(Unaudited)

	Three months ended		Six months ended
	June 30,<br>2022	June 30,<br>2021	June 30,<br>2022	June 30,<br>2021
	$	$	$	$
Revenue	29,521,016	16,688,939	52,167,809	22,914,417
Cost of sales	32,972,183	15,789,144	56,530,748	23,821,445
Gross profit (loss)	(3,451,167)	899,795	(4,362,939)	(907,028)
Administrative expenses	11,702,795	50,002,162	22,680,204	56,272,131
Selling expenses	6,722,480	13,338,268	12,097,982	17,721,847
Transaction costs	—	13,654,851	—	13,654,851
Operating loss	(21,876,442)	(76,095,486)	(39,141,125)	(88,555,857)
Finance costs (income)	(831,959)	3,001,634	346,449	6,909,024
Foreign exchange (gain) loss	(1,620,682)	102,562	(710,040)	(76,091)
Change in fair value of share warrant obligations	(56,934,623)	99,290,459	(78,390,793)	99,215,214
Net earnings (loss)	37,510,822	(178,490,141)	39,613,259	(194,604,004)
Other comprehensive earnings (loss)
Item that will be subsequently reclassified to net earnings (loss)
Foreign currency translation adjustment	(8,075,506)	(1,717,926)	(4,826,421)	(3,020,393)
Comprehensive Earnings (Loss)	29,435,316	(180,208,067)	34,786,838	(197,624,397)
Earnings (Loss) per share
Basic earnings (loss) per share	0.20	(1.13)	0.21	(1.45)
Diluted earnings (loss) per share	0.19	(1.13)	0.20	(1.45)

Page 7

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three and six months ended June 30, 2022 and 2021 (Unaudited)

	Three months ended		Six months ended
	Jun 30, 2022	Jun 30, 2021	Jun 30, 2022	Jun 30, 2021
	$	$	$	$
OPERATING ACTIVITIES
Net earnings (loss)	37,510,822	(178,490,141)	39,613,259	(194,604,004)
Non-cash items:
Depreciation and amortization	2,739,172	1,548,572	4,722,426	2,532,382
Share-based compensation	3,363,082	54,799,496	7,157,640	60,004,848
Accretion expense on common shares, retractable	—	415,850	—	2,031,863
Accretion and revaluation expense on balance of purchase price payable related to the acquisition of the dealership rights	26,514	133,724	82,850	286,844
Accretion expense on convertible debt instruments	—	1,705,883	—	2,503,097
Gain on derecognition of the balance of purchase price payable related to the acquisition of the dealership rights	(2,130,583)	—	(2,130,583)	—
Change in fair value of share warrant obligations	(56,934,623)	99,290,459	(78,390,793)	99,215,214
Unrealized foreign exchange gain	(62,362)	(398,443)	(270,106)	(434,369)
Net change in non-cash working capital items	(2,568,999)	(19,658,089)	(23,314,671)	(22,252,943)
Cash flows used in operating activities	(18,056,977)	(40,652,689)	(52,529,978)	(50,717,068)
INVESTING ACTIVITIES
Acquisition of property, plant and equipment	(32,239,014)	(3,284,824)	(68,033,364)	(4,396,723)
Acquisition of intangible assets	(23,907,201)	(10,716,772)	(38,689,711)	(17,166,957)
Government assistance related to intangible assets	—	1,321,125	—	1,777,315
Cash flows used in investing activities	(56,146,215)	(12,680,471)	(106,723,075)	(19,786,365)
FINANCING ACTIVITIES
Net change in credit facilities	—	(21,239,925)	—	(16,262,610)
Repayment of loans on research and development tax credits and subsidies receivable	—	—	—	(2,745,712)
Increase in long-term debt	3,703,805	—	3,703,805	15,775,473
Repayment of long-term debt and other debts	(69,330)	(41,035,572)	(373,108)	(41,405,598)
Repayment of convertible debt instruments	—	(23,903,068)	—	(23,903,068)
Payment of lease liabilities	(1,120,721)	(582,250)	(2,337,538)	(1,029,975)
Proceeds from issuance of shares through private placement, net of issuance costs	—	196,255,491	—	196,255,491
Proceeds from the issuance of shares through exercise of stock options and warrants	3,798	54,394	3,798	54,394
Proceeds from issuance of shares through business combination transaction	—	308,232,870	—	308,232,870
Cash flows from financing activities	2,517,552	417,781,940	996,957	434,971,265
Effect of exchange rate changes on cash held in foreign currency	(770,489)	(10,501)	(442,423)	(72,547)
Net (decrease) increase in cash	(72,456,128)	364,438,279	(158,698,518)	364,395,285
Cash (bank overdraft), beginning of period	155,459,640	(134,070)	241,702,030	(91,076)
Cash, end of period	83,003,512	364,304,209	83,003,512	364,304,209
Other information on cash flows related to operating activities:
Interest paid	504,134	2,950,374	854,120	4,000,843
Interest paid under lease liabilities	767,975	107,732	1,540,062	189,605

Page 8

NON-IFRS MEASURES AND OTHER PERFORMANCE METRICS

This press release makes reference to Adjusted EBITDA, which is a non-IFRS financial measure, as well as other performance metrics, including the Company’s order book, which are defined below. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. Lion compensates for these limitations by relying primarily on Lion's IFRS results and using Adjusted EBITDA and order book on a supplemental basis. Readers should not rely on any single financial measure to evaluate Lion's business.

Adjusted EBITDA

“Adjusted EBITDA” is defined as net earnings (loss) before finance costs, income tax expense or benefit, and depreciation and amortization, adjusted for share-based compensation, changes in fair value of share warrant obligations, foreign exchange (gain) loss and transaction and other non-recurring expenses. Adjusted EBITDA is intended as a supplemental measure of performance that is neither required by, nor presented in accordance with, IFRS. Lion believes that the use of Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Lion’s financial measures with those of comparable companies, which may present similar non-IFRS financial measures to investors. However, readers should be aware that when evaluating Adjusted EBITDA, Lion may incur future expenses similar to those excluded when calculating Adjusted EBITDA. In addition, Lion’s presentation of these measures should not be construed as an inference that Lion’s future results will be unaffected by unusual or non-recurring items. Lion’s computation of Adjusted EBITDA may not be comparable to other similarly entitled measures computed by other companies, because all companies may not calculate Adjusted EBITDA in the same fashion. Readers should review the reconciliation of net earnings (loss), the most directly comparable IFRS financial measure, to Adjusted EBITDA presented by the Company under section 13.0 of the Company's MD&A for the three and six months ended June 30, 2022 entitled "Results of Operations - Reconciliation of Adjusted EBITDA."

Order Book

This press release also makes reference to the Company’s "order book" with respect to vehicles (trucks and buses) as well as charging stations. The Company’s vehicle and charging stations order book, expressed as a number of units or the amount of sales expected to be recognized in the future (at the applicable time of delivery) in respect of such number of units, is determined by management based on purchase orders that have been signed, orders that have been formally confirmed by clients or products in respect of which formal joint applications for governmental subsidies or economic incentives have been made by the applicable clients and the Company. The vehicles included in the vehicle order book as of August 4, 2022 provided for a delivery period ranging from a few months to the end of the year ending December 31, 2025. Substantially all deliveries are subject to the granting of subsidies and incentives with processing times that are subject to important variations, and there has been in the past and the Company expects there will continue to be variances between the expected delivery periods of

Page 9

orders and the actual delivery times, and certain delays could be significant. Such variances or delays could result in the loss of a subsidy or incentive and/or in the cancellation of certain orders, in whole or in part.

The Company’s presentation of the order book should not be construed as a representation by the Company that the vehicles and charging stations included in its order book will translate into actual sales. See the section below for a full description of the methodology used by the Company in connection with the order book and certain important risks and uncertainties relating to such methodology and the presentation of the order book.

Order Book Methodology

General Principle

The Company’s vehicle and charging stations order book, expressed as a number of units or the amount of sales expected to be recognized in the future (at the applicable time of delivery) in respect of such number of units, is determined by management based on purchase orders that have been signed, orders that have been formally confirmed by clients or products in respect of which formal joint applications for governmental subsidies or economic incentives have been made by the applicable clients and the Company. The vehicles included in the vehicle order book as of August 4, 2022 provided for a delivery period ranging from a few months to the end of the year ending December 31, 2025.

Substantially all deliveries are subject to the granting of subsidies and incentives with processing times that are subject to important variations, and there has been in the past and the Company expects there will continue to be variances between the expected delivery periods of orders and the actual delivery times, and certain delays could be significant. Such variances or delays could result in the loss of a subsidy or incentive and/or in the cancellation of certain orders, in whole or in part.

The Company’s presentation of the order book should not be construed as a representation by the Company that the vehicles and charging stations included in its order book will translate into actual sales.

Delivery Periods

The Company’s order book refers to products that have not yet been delivered but which are reasonably expected by management to be delivered within a time period that can be reasonably estimated and includes, in the case of charging stations, services that have not been completed but which are reasonably expected by management to be completed in connection with the delivery of the product.

Purchase orders and applications generally provide for a time period during which the client expects delivery of the vehicles. Such period can vary from a specific date, a number or range of months after the issuance of the order or application, or a calendar year. The vehicles included in the vehicle order book as of August 4, 2022 provided for a delivery period, subject to the satisfaction of the conditions set forth in each order (which, in substantially all cases as further discussed herein, relate to the approval of governmental subsidies and grants), ranging from a few months to the end of the year ending December 31, 2025. Delivery periods are disclosed from time to time by the Company when available in respect of material orders. Delivery periods should not be construed as a representation or a guarantee by the Company

Page 10

that the actual delivery time will take place as scheduled. Given the nature of the business and the products of the Company, the implied lead time for the production and delivery of a vehicle (which may be impacted, among other things, by supply chain challenges or changes in specifications), the nature of certain customers of the Company (in many cases, fleet owners operating capital intensive operations which require financing and ongoing scheduling flexibility), and the fact that, as further described herein, substantially all deliveries are subject to the granting of subsidies and incentives with processing times that are subject to important variations, there has been in the past and the Company expects there will continue to be variances between the expected delivery periods of orders and the actual delivery times, and certain delays could be significant. Such variances or delays could result in the loss of a subsidy or incentive and/or in the cancellation of certain orders, in whole or in part.

Pricing

When the Company’s order book is expressed as an amount of sales, such amount has been determined by management based on the current specifications or requirements of the applicable order, assumes no changes to such specifications or requirements and, in cases where the pricing of a product or service may vary in the future, represents management’s reasonable estimate of the prospective pricing as of the time such estimate is reported. A small number of vehicles included in the order book have a pricing that remains subject to confirmation based on specifications and other options to be agreed upon in the future between the applicable client and the Company. For purposes of the determination of the order book and the value allocated to such orders, management has estimated the pricing based on its current price lists and certain other assumptions relating to specifications and requirements deemed reasonable in the circumstances.

Performance Metric

The order book is intended as a supplemental measure of performance that is neither required by, nor presented in accordance with, IFRS, and is neither disclosed in nor derived from the financial statements of the Company. The Company believes that the disclosure of its order book provides an additional tool for investors to use in evaluating the Company’s performance, market penetration for its products, and the cadence of capital expenditures and tooling.

The Company’s computation of its order book may not be comparable to other similarly entitled measures computed by other companies, because all companies may not calculate their order book, order backlog, or order intake in the same fashion. In addition, as explained above, the Company’s presentation of the order book is calculated based on the orders and the applications made as of the time that the information is presented, and it is not based on the Company’s assessment of future events and should not be construed as a representation by the Company that the vehicles and charging stations included in its order book will translate into actual sales.

Ongoing Evaluation; Risk Factors

A portion of the vehicles or charging stations included in the Company’s order book may be cancellable in certain circumstances (whether by reason of a delivery delay, unavailability of a subsidy or incentive or otherwise) within a certain period. Management reviews the composition of the order book every time it is reported in order to determine whether any orders should be

Page 11

removed from the order book. For purposes of such exercise, management identifies orders that have been or are reasonably likely to be cancelled and examines, among other things, whether conditions attaching to the order are reasonably likely to result in a cancellation of the order in future periods as well as any other available information deemed relevant, including ongoing dialogue with clients. Such exercise may result from time to time in orders that have previously been included in the order book being removed even if they have not been formally canceled by the client.

The Company cannot guarantee that its order book will be realized in full, in a timely manner, or at all, or that, even if realized, revenues generated will result in profits or cash generation as expected, and any shortfall may be significant. The Company’s conversion of its order into actual sales is dependent on various factors, including those described below and in section 23.0 entitled “Risk Factors” of the Company's MD&A for the years ended December 31, 2021, 2020 and 2019 and in Item 3.D entitled “Risk Factors” of the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021. For instance, a customer may default on an order, may become subject to bankruptcy or insolvency or cease its business operations. In addition, substantially all of the orders included in the order book are subject to conditions relating to the granting of governmental subsidies and incentives or the timing of deliveries and, in a limited number of cases, the availability of certain specifications and options or the renewal of certain routes by governmental or school authorities. As a result, the Company’s ability to convert its order book into actual sales is highly dependent on the granting and timing of governmental subsidies and incentives, most notably subsidies and incentives under the Quebec government’s 2030 Plan for a Green Economy, under the Federal’s Infrastructure Canada’s Zero-Emission Transit Fund (ZETF), and under California’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (HVIP). The termination, modification, delay or suspension of any such governmental subsidies and incentives could result in delayed deliveries or the cancellation of all or any portion of such orders, which, in turn, could have a material and adverse effect on the Company’s business, results of operations or financial condition.

The Company’s conversion of its order book into actual sales is also dependent on its ability to economically and timely manufacture its vehicles, at scale. The Company delivered 196 vehicles during the year ended December 31, 2021, and 189 vehicles during the six months ended June 30, 2022. As of August 4, 2022, the Company’s vehicle order book stood at 2,357 vehicles. The execution of the Company’s growth strategy and the conversion of its order book will therefore require significant ramp-up in its production. While the Company’s Saint-Jerome facility currently has an annual production capacity of 2,500 vehicles at full scale and it is in the process of establishing its operations at the Joliet Facility and the Lion Campus, the Company has limited experience to date in high volume manufacturing of its vehicles. In addition, as of August 4, 2022, 418 units included in the order book, representing a combined total order value of approximately $165 million, related to products which had been developed and were being sold, but that were not currently in commercial production. Any failure by the Company to successfully develop and scale its manufacturing processes within projected costs and timelines could have a material adverse effect on its business, results of operations or financial condition. As a result, the Company’s realization of its order book could be affected by variables beyond its control and may not be entirely realized. See section 3.0 of this MD&A entitled “Caution Regarding Forward-Looking Statements”. See section 3.0 of the Company's MD&A for the three months ended June 30, 2022 entitled “Caution Regarding Forward-Looking Statements”.

Page 12

RECONCILIATION OF ADJUSTED EBITDA

The following table reconciles net earnings (loss) to Adjusted EBITDA for the three and six months ended June 30, 2022 and 2021:

	Unaudited				Unaudited
	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(in thousands)
Revenue	$	29,521	$	16,689	$	52,168	$	22,914
Net earnings (loss)	$	37,511	$	(178,490)	$	39,613	$	(194,604)
Finance costs (income)	$	(832)	$	3,002	$	346	$	6,909
Depreciation and amortization	$	2,739	$	1,264	$	4,722	$	2,248
Share-based compensation(1)	$	3,363	$	54,799	$	7,158	$	60,005
Change in fair value of share warrant obligations(2)	$	(56,935)	$	99,290	$	(78,391)	$	99,215
Foreign exchange (gain) loss(3)	$	(1,621)	$	103	$	(710)	$	(76)
Transaction and other non-recurring expenses(4)	$	1,363	$	14,506	$	1,532	$	14,916
Adjusted EBITDA	$	(14,411)	$	(5,526)	$	(25,729)	$	(11,387)

(1)Represents non-cash expenses recognized in connection with the issuance and revaluation to fair value of stock options issued to participants under Lion’s stock option plan as described in note 10 to the unaudited condensed interim consolidated financial statements as at and for the three and six months ended June 30, 2022 and 2021.

(2)Represents non-cash change in the fair value of the share warrant obligations as described in note 9 to the unaudited condensed interim consolidated financial statements as at and for the three and three and six months ended June 30, 2022 and 2021.

(3)Represents non-cash (gains) losses relating to foreign exchange translation.

(4)For the three and six months ended June 30, 2022, represents professional fees related to supply chain and project optimization initiatives and other non-recurring professional fees. For the three and six months ended June 30, 2021, represents transaction costs related to the Business Combination which was completed on May 6, 2021, professional fees related to financing transactions, and other non-recurring professional fees.

ABOUT LION ELECTRIC

Lion Electric is an innovative manufacturer of zero-emission vehicles. The company creates, designs and manufactures all-electric class 5 to class 8 commercial urban trucks and all-electric buses and minibuses for the school, paratransit and mass transit segments. Lion is a North American leader in electric transportation and designs, builds and assembles many of its vehicles’ components, including chassis, battery packs, truck cabins and bus bodies.

Always actively seeking new and reliable technologies, Lion vehicles have unique features that are specifically adapted to its users and their everyday needs. Lion believes that transitioning to all-electric vehicles will lead to major improvements in our society, environment and overall quality of life. Lion shares are traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol LEV.

Page 13

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking information” and “forward-looking statements” and within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any statements contained in this press release that are not statements of historical fact, including statements about Lion’s beliefs and expectations, are forward-looking statements and should be evaluated as such.

Forward-looking statements may be identified by the use of words such as “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “project,” “potential,” “seem,” “seek,” “future,” “target” or other similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include statements regarding the Company’s order book and the Company's ability to convert it into actual sales, the Company’s long-term strategy and future growth, the Company’s battery plant and innovation center project in Quebec and its U.S. manufacturing facility, and the expected launch of new models of electric vehicles. Such forward-looking statements are based on a number of estimates and assumptions that Lion believes are reasonable when made, including that Lion will be able to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners, that Lion will continue to operate its business in the normal course, that Lion will be able to implement its growth strategy, that Lion will be able to successfully and timely complete the construction of its U.S. manufacturing facility and its Quebec battery plant and innovation center, that Lion will not suffer any supply chain challenges or any material disruption in the supply of raw materials on competitive terms, that Lion will be able to maintain its competitive position, that Lion will continue to improve its operational, financial and other internal controls and systems to manage its growth and size, that its results of operations and financial condition will not be adversely affected, that Lion will be able to benefit, either directly or indirectly (including through its clients), from government subsidies and economic incentives in the future and that Lion will be able to secure additional funding through equity or debt financing on terms acceptable to Lion when required in the future. Such estimates and assumptions are made by Lion in light of the experience of management and their perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Lion believes that these risks and uncertainties include, but are not limited to, the following: any adverse changes in U.S. or Canadian general economic, business, market, financial, political or legal conditions, including as consequences of the global COVID-19 pandemic and the emergence of COVID-19 variants; any adverse effects of the Russia-Ukraine war, which continues to affect economic and global financial markets and exacerbate ongoing economic challenges; any inability to successfully and economically manufacture and distribute its vehicles at scale and meet its customers’ business needs; any inability to ramp-up the production of Lion's products and meet project construction and other project timelines; any unfavorable fluctuations and volatility in the price and availability of raw materials included in components used to manufacture Lion's products; any inability to reduce total cost of ownership of electric vehicles

Page 14

sold by Lion over time; the reliance on key management and any inability to attract and/or retain key personnel; any inability to execute the Company's growth strategy; the reliance on key suppliers and any inability to maintain an uninterrupted supply of raw materials; labor shortages (including as a result of employee turnover, departures, and demands for higher wages) which may force the Company to operate at reduced capacity, to lower its production and delivery rates or lower its growth plans, and could pose additional challenges related to employee compensation; any inability by Lion to meet the expectations of its customers in terms of products, specifications, and services; any inability to maintain the Company's competitive position; any inability to reduce its costs of supply over time; any inability to maintain and enhance the Company's reputation and brand; any significant product repair and/or replacement due to product warranty claims or product recalls; any failure of information technology systems or any cybersecurity and data privacy breaches or incidents; any event or circumstance resulting in the Company's inability to convert its order book into actual sales, including the reduction, elimination or discriminatory application of government subsidies and economic incentives; any inability to secure adequate insurance coverage or a potential increase in insurance costs; natural disasters, epidemic or pandemic outbreaks, boycotts and geo-political events such as civil unrest and acts of terrorism, the current military conflict between Russia and Ukraine or similar disruptions; and the outcome of any legal proceedings that may be instituted against the Company from time to time.

These and other risks and uncertainties related to the businesses of Lion are described in greater detail in section 23.0 entitled “Risk Factors” of the Company’s annual MD&A for the fiscal year 2021. Many of these risks are beyond Lion’s management’s ability to control or predict. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained herein and the risk factors included in the Company’s annual MD&A for the fiscal year 2021 and in other documents filed with the applicable Canadian regulatory securities authorities and the Securities and Exchange Commission.

Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under applicable securities laws, Lion undertakes no obligation, and expressly disclaims any duty, to update, revise or review any forward-looking information, whether as a result of new information, future events or otherwise.

Page 15

CONTACTS

MEDIA

Patrick Gervais

Vice President of Marketing and Communications

Patrick.Gervais@thelionelectric.com

514-992-1060

INVESTORS

Isabelle Adjahi

Vice President, Investor Relations and Sustainable Development

Isabelle.Adjahi@thelionelectric.com

450-432-5466, extension 171

Page 16

Document

CERTIFICATION

I, Marc Bedard, certify that:

1. I have reviewed the financial statements and MD&A for the three and six months ended June 30, 2022 of The Lion Electric Company (the "Company");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) for the Company and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: August 5, 2022

(s) Marc Bedard

Marc Bedard

Chief Executive Officer and Founder

Document

CERTIFICATION

I, Nicolas Brunet, certify that:

1. I have reviewed the financial statements and MD&A for the three and six months ended June 30, 2022 of The Lion Electric Company (the "Company");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) for the Company and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: August 5, 2022

(s) Nicolas Brunet

Nicolas Brunet

Executive Vice-President and Chief Financial Officer