LION ELECTRIC CO, 6-K filed on 5/8/2024
Report of Foreign Issuer
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Cover Page
3 Months Ended
Mar. 31, 2024
Cover [Abstract]  
Document Type 6-K
Entity File Number 001-40387
Entity Registrant Name THE LION ELECTRIC COMPANY
Entity Central Index Key 0001834974
Amendment Flag false
Document Period End Date Mar. 31, 2024
Current Fiscal Year End Date --12-31
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Condensed Interim Consolidated Statements of Financial Position - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current    
Cash $ 4,800,260 $ 29,892,966
Accounts receivable 82,471,935 75,641,780
Inventories 237,453,532 249,606,756
Prepaid expenses and other current assets 3,739,738 1,553,276
Current assets 328,465,465 356,694,778
Non-current    
Other non-current assets 7,176,939 6,994,815
Property, plant and equipment 193,215,364 198,536,683
Right-of-use assets 86,437,411 89,663,139
Intangible assets 177,662,811 175,703,257
Contract asset 13,205,156 13,528,646
Non-current assets 477,697,681 484,426,540
Total assets 806,163,146 841,121,318
Current    
Trade and other payables 76,764,529 92,424,961
Deferred revenue and other deferred liabilities 11,976,970 18,267,139
Current portion of long-term debt and other debts 27,146,623 27,056,476
Current portion of lease liabilities 7,977,519 7,984,563
Current liabilities 123,865,641 145,733,139
Non-current    
Long-term debt and other debts 230,728,249 197,885,889
Lease liabilities 81,482,202 83,972,023
Share warrant obligations 22,142,897 29,582,203
Conversion options on convertible debt instruments 16,183,762 25,034,073
Non-current liabilities 350,537,110 336,474,188
Total liabilities 474,402,751 482,207,327
SHAREHOLDERS’ EQUITY    
Share capital 489,454,628 489,362,920
Contributed surplus 139,878,113 139,569,185
Deficit (277,443,337) (255,746,097)
Cumulative translation adjustment (20,129,009) (14,272,017)
Total shareholders’ equity 331,760,395 358,913,991
Total shareholders’ equity and liabilities $ 806,163,146 $ 841,121,318
v3.24.1.u1
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of comprehensive income [abstract]    
Revenue $ 55,480,889 $ 54,703,405
Cost of sales 66,624,576 56,960,693
Gross loss (11,143,687) (2,257,288)
Administrative expenses 11,117,333 13,002,685
Selling expenses 3,760,994 5,859,660
Operating loss (26,022,014) (21,119,633)
Finance costs 10,617,741 1,420,354
Foreign exchange loss (gain) 2,552,764 (1,211,645)
Change in fair value of conversion options on convertible debt instruments (10,746,034) 0
Change in fair value of share warrant obligations (6,749,245) (5,744,896)
Net loss (21,697,240) (15,583,446)
Item that will be subsequently reclassified to net loss    
Foreign currency translation adjustment (5,856,992) 463,677
Comprehensive loss for the period $ (27,554,232) $ (15,119,769)
Loss per share    
Basic loss per share (in USD per share) $ (0.10) $ (0.07)
Diluted loss per share (in USD per share) $ (0.10) $ (0.07)
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Condensed Interim Consolidated Statements of Changes in Equity - USD ($)
Total
Share capital
Contributed surplus
Deficit
Cumulative translation adjustment
Number of shares outstanding at beginning of period (in shares) at Dec. 31, 2022   218,079,962      
Conversion Option, Beginning balance at Dec. 31, 2022 $ 437,116,773 $ 475,950,194 $ 134,365,664 $ (151,979,960) $ (21,219,125)
Share-based compensation 1,413,843   1,413,843    
Shares issued pursuant to exercise of stock options and warrants (in shares)   0      
Shares issued pursuant to exercise of stock options and warrants 33,149 $ 33,149    
Issuance of shares through "at-the-market" equity program (in shares)   2,680,121      
Issuance of shares through "at-the-market" equity program 4,955,648 $ 4,955,648      
Issuance of shares though the December 2022 Offering (in shares)   2,952,755      
Issuance of shares through the December 2022 Offering 4,175,836 $ 4,175,836      
Net loss (15,583,446)     (15,583,446)  
Other comprehensive loss          
Foreign currency translation adjustment 463,677       463,677
Number of shares outstanding at ending of period (in shares) at Mar. 31, 2023   223,712,838      
Conversion Option, Ending balance at Mar. 31, 2023 432,575,480 $ 485,114,827 135,779,507 (167,563,406) (20,755,448)
Number of shares outstanding at beginning of period (in shares) at Dec. 31, 2023   226,184,932      
Conversion Option, Beginning balance at Dec. 31, 2023 358,913,991 $ 489,362,920 139,569,185 (255,746,097) (14,272,017)
Share-based compensation 400,636   400,636    
Shares issued pursuant the settlement of restricted share units and deferred share units (in shares)   32,609      
Shares issued pursuant the settlement of restricted share units and deferred share units 0 $ 91,708 (91,708)    
Net loss (21,697,240)     (21,697,240)  
Other comprehensive loss          
Foreign currency translation adjustment (5,856,992)       (5,856,992)
Number of shares outstanding at ending of period (in shares) at Mar. 31, 2024   226,217,541      
Conversion Option, Ending balance at Mar. 31, 2024 $ 331,760,395 $ 489,454,628 $ 139,878,113 $ (277,443,337) $ (20,129,009)
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Condensed Interim Consolidated Statements of Cash Flows - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
OPERATING ACTIVITIES    
Net loss $ (21,697,240) $ (15,583,446)
Non-cash items:    
Depreciation and amortization 8,087,314 4,913,657
Share-based compensation 400,636 1,413,843
Accretion expense 3,026,073 0
Interest paid in kind on convertible debt instruments 2,472,927 0
Change in fair value of share warrant obligations (6,749,245) (5,744,896)
Change in fair value of conversion options on convertible debt instruments (10,746,034) 0
Unrealized foreign exchange loss 2,636,537 616,474
Net change in non-cash working capital items (21,130,974) (23,216,385)
Cash flows used in operating activities (43,700,006) (37,600,753)
INVESTING ACTIVITIES    
Acquisition of property, plant and equipment (3,823,945) (27,584,447)
Addition to intangible assets (11,114,307) (21,709,070)
Net proceeds from Mirabel battery building sale-leaseback 0 20,506,589
Government assistance related to property, plant and equipment and intangible assets 3,128,796 0
Cash flows used in investing activities (11,809,456) (28,786,928)
FINANCING ACTIVITIES    
Increase in long-term debt and other debts 36,794,550 26,166,466
Repayment of long-term debt and other debts (4,367,249) (22,489,772)
Payment of lease liabilities (1,992,541) (1,361,347)
Proceeds from issuance of shares through "at-the-market" equity program, net of issuance costs 0 4,625,234
Proceeds from the issuance of warrants through the December 2022 Offering 0 2,907,226
Proceeds from the issuance of units through the December 2022 Offering - Common Shares, net of issuance costs 0 4,175,836
Cash flows from financing activities 30,434,760 14,023,643
Effect of exchange rate changes on cash held in foreign currency (18,004) 69,535
Net decrease in cash (25,092,706) (52,294,503)
Cash, beginning of period 29,892,966 88,266,985
Cash, end of period 4,800,260 35,972,482
Other information on cash flows related to operating activities:    
Income taxes paid 0 0
Interest paid 4,439,209 1,741,339
Interest paid on obligations under lease liabilities $ 1,258,202 $ 998,903
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REPORTING ENTITY AND NATURE OF OPERATIONS
3 Months Ended
Mar. 31, 2024
General Information About Financial Statements [Abstract]  
REPORTING ENTITY AND NATURE OF OPERATIONS 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 the 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 ("consolidated financial statements") are as at March 31, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and 2023 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.
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BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE WITH IFRS
3 Months Ended
Mar. 31, 2024
General Information About Financial Statements [Abstract]  
BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE WITH IFRS BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE WITH IFRS
These 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. 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 IASB, have been omitted or condensed and, therefore, these consolidated financial statements should be read in conjunction with the most recent annual consolidated financial statements for the year ended December 31, 2023. 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.
These consolidated 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.
As at March 31, 2024, the Company had cash of $4,800,260 and accounts receivable and inventories net of trade and other payables of $243,160,938. In addition, as at March 31, 2024, the Company estimates that the total borrowing base under the Revolving Credit Agreement corresponds to approximately $146,000,000, of which $101,000,000 was drawn, which translated, after the application of the 12.5% minimum availability test related to a springing fixed charge coverage ratio, in a total remaining availability of approximately $26,000,000. Management of the Company believes that it has sufficient liquidity sources to meet its known obligations and liabilities coming over the next 12 months as they become due.
2 - BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE WITH IFRS
The Company’s primary sources of liquidity are currently its cash on hand, cash it generates from the sale of its products and services, its working capital and funds available under its existing credit facilities and other borrowings. In assessing whether the going concern assumption is appropriate, management applies significant judgment and considers all available information about the future. In order to fund its operations and to meet its obligations as they become due, the Company may need to raise additional funds, and while the Company has been successful in securing financing in the past, the availability of additional funds to the Company will depend on a variety of factors, some of which are outside of its control, including dynamics impacting the industries in which the Company operates and the fact that the Company has raised substantial amounts of capital in the past. Additional funds may not be available to the Company on commercially reasonable terms or at all when needed.

These consolidated financial statements have been approved for issue by the Board of Directors on May 7, 2024.
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SUMMARY OF ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
Disclosure Of Significant Accounting Policies Abstract [Abstract]  
SUMMARY OF ACCOUNTING POLICIES SUMMARY OF ACCOUNTING POLICIES
3.1 Overall considerations
The Group applied the same accounting policies in the preparation of these condensed interim consolidated financial statements as those disclosed in Note 3 of its most recent annual consolidated financial statements for the year ended December 31, 2023, except for the accounting policy described below in Note 3.2 and Note 3.3
When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the 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 Group applied the same judgements, estimates and assumptions in the consolidated 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, 2023.
3.2 Change in accounting estimates
Property, plant and equipment
Effective January 1, 2024, the Group revised the estimated useful lives of machinery and equipment based on a re-assessment of the expected use to the Group, recent experience of their economic lives, and technological advancement of the recently acquired machinery and equipment. These assets, which were previously depreciated on 7,000 units produced or straight-line over 5 years, are now depreciated on a straight-line basis over 10 years. For the three months ended March 31, 2024, the change in estimate made on a prospective basis did not result in a material reduction of depreciation.
3 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
3.3 Initial application of new accounting standards and interpretations in the reporting standards
Amendments to IAS 1, Presentation of Financial Statements
On January 23, 2020, the IASB issued narrow-scope amendments “Classification of Liability as Current or Non-Current” to IAS 1, Presentation of Financial Statements, to clarify its requirements for the presentation of liabilities in the statement of financial position. The amendments clarify that the classification of liabilities as current or non-current should be based on rights to defer that have substance and exist at the end of the reporting period. The adoption of the amendments as of January 1, 2024 did not have an impact on the Company’s condensed interim consolidated financial statements.
3.4 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 consolidated 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 Company.
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 Company’s consolidated financial statements.
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RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS
3 Months Ended
Mar. 31, 2024
Lessee, Leases [Abstract]  
RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS
The Group has entered into leases agreements for the rental of premises, rolling stock and equipment. The leases have an initial term of 1 to 40 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
PremisesRolling stockEquipmentTotal
$$$$
Balance at January 1, 202479,567,0421,610,1498,485,94889,663,139
Additions293,436293,436
Modifications (855)(4,105)(4,960)
Depreciation expense(1,973,780)(157,626)(538,616)(2,670,022)
Foreign currency translation adjustment(822,277)(21,905) (844,182)
Balance at March 31, 202476,770,9851,723,1997,943,22786,437,411
4 - RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (CONTINUED)
PremisesRolling stockEquipmentTotal
$$$$
Balance at January 1, 202359,375,1311,133,22360,508,354
Additions29,560,843956,3649,363,28139,880,488
Modifications(2,401,574)(31,868)5,353 (2,428,089)
Depreciation expense(7,766,903)(468,994)(882,686)(9,118,583)
Foreign currency translation adjustment799,54521,424820,969
Balance at December 31, 202379,567,0421,610,1498,485,94889,663,139
On February 2, 2023, the Group completed a sale-leaseback transaction with BTB Real Estate Investment Trust for its battery manufacturing building located in Mirabel, Quebec for a total sale price of $20,909,566 (C$28,000,000), and net proceeds of $20,506,589 after the deduction of selling and legal fees of $484,994. The sale of the building resulted in a difference between the carrying value and net proceeds of $3,306,755 which was recognized as an increase to the right-of-use asset related to the lease agreement entered into with BTB Real Estate Investment Trust for the Mirabel battery manufacturing building concurrent with the sale, which has an initial 20-year term and subsequent renewal options.
Depreciation was recognized as follows :
Three months ended
March 31, 2024March 31, 2023
$$
Administrative expenses144,670119,498
Selling expenses326,779496,049
Cost of sales2,039,274 936,287
Capitalized to property, plant and equipment159,299381,772
2,670,0221,933,606
4 - RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (CONTINUED)
Lease liabilities
$
Balance at January 1, 202491,956,586
Additions293,436
Lease payments(1,992,541)
Modifications(4,960)
Foreign currency translation adjustment(792,800)
Balance at March 31, 202489,459,721
Current portion7,977,519
Non-current portion81,482,202
Balance at January 1, 202363,520,215
Additions36,573,733
Lease payments(6,512,231)
Modifications(2,456,531)
Foreign currency translation adjustment831,400
Balance at December 31, 202391,956,586
Current portion7,984,563
Non-current portion83,972,023
v3.24.1.u1
FINANCIAL ASSETS AND LIABILITIES
3 Months Ended
Mar. 31, 2024
Financial Instruments [Abstract]  
FINANCIAL ASSETS AND LIABILITIES FINANCIAL ASSETS AND LIABILITIES
5.1 Categories of financial assets and financial liabilities
The classification of financial instruments is summarized as follows:
ClassificationsMarch 31, 2024December 31, 2023
$$
FINANCIAL ASSETS
Cash
Amortized cost4,800,26029,892,966 
Trade receivablesAmortized cost51,829,50640,621,997 
Incentives and other government assistance receivableAmortized cost25,811,36626,625,156 
FINANCIAL LIABILITIES
Trade and other payablesAmortized cost54,974,85071,856,894
Long-term debt and other debtsAmortized cost257,874,872224,942,365
Conversion options on convertible debt instrumentsFVTPL16,183,76225,034,073
Share warrant obligationsFVTPL22,142,89729,582,203
5 - FINANCIAL ASSETS AND LIABILITIES (CONTINUED)
5.2 Fair value of financial instruments
Current financial instruments that are not measured at fair value on the consolidated statements of financial position are represented by cash, trade receivables, incentives and other government assistance receivable, and trade and other payables (financial liabilities). Their carrying values are considered to be a reasonable approximation of their fair value because of their short-term maturity and / or the contractual terms of these instruments.
As of March 31, 2024 and December 31, 2023, the fair values of long-term debt and other debts based on discounted cash flows were not materially different from their carrying values because there were no material changes in the assumptions used for fair value determination at inception, with the exception of the loan from Strategic Innovation Fund of the Government of Canada (Note 7.3) and from Investissement Quebec (Note 7.2).
The combined carrying value of Strategic Innovation Fund of the Government of Canada and Investissement Quebec loans amounted to $38,715,253 (December 31, 2023: $38,697,354) while their combined fair value amounted to $27,041,734 (December 31, 2023: $27,744,314).
As of March 31, 2024 and December 31, 2023, the fair values of the warrants issued to a customer, the private Business Combination warrants, the warrants issued as part of 2023 Debenture Financing (as defined in Note 7.7) and the conversion options on convertible debt instruments were determined using the Black-Scholes or the binomial option pricing model and the fair value of the public Business Combination warrants and December 2022 warrants (see Note 9) was determined using their market value.
As at March 31, 2024, the impact of a 5.0% increase in the value of the Company’s share price would have an impact of increasing the fair values of the private share warrants, the warrants issued to a customer and the warrants issued as part of 2023 Debenture Financing (as defined in Note 7.7) with a corresponding increase in consolidated net loss of $1,223,521 (March 31, 2023: increase in consolidated net loss by $290,084) and a 5.0% decrease in the value would have an impact of decreasing the consolidated net loss by $1,192,304 (March 31, 2023: decrease in consolidated net loss by $272,203).
As at March 31, 2024, the impact of a 5.0% increase or decrease in the value of the Company’s share price would have an impact of $400,274 on the fair value of the public warrants, with a corresponding impact on the consolidated net loss (March 31, 2023: $863,576).
As at March 31, 2024, 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 conversion options on convertible debt instruments with a corresponding increase in consolidated net loss of $1,397,533 (March 31, 2023: not applicable) and a 5.0% decrease in the value would have an impact of decreasing the consolidated net loss by $1,362,412 (March 31, 2023: not applicable).
5 - FINANCIAL ASSETS AND LIABILITIES (CONTINUED)
5.3 Fair Value Hierarchy
Fair value measurements are categorized in accordance with the following levels:
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 follows on the fair value hierarchy:
Fair Value Hierarchy
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
Share warrant obligations- publicLevel 1
Share warrant obligations- privateLevel 2
Share warrant obligations- warrants issued to a customerLevel 3
Share warrant obligations- July 2023 warrantsLevel 2
Conversion options on convertible debt instrumentsLevel 3
FINANCIAL INSTRUMENTS MEASURED AT AMORTIZED COST
Long-term debt and other debtsLevel 2

See Note 9 for share warrants obligation, Note 8 for the conversion options on convertible debt instrument and Note 7 for long-term debt and other debts for additional information related to the inputs used in the fair value calculation and the reconciliation between opening and closing balances.
v3.24.1.u1
DEFERRED REVENUE AND OTHER DEFERRED LIABILITIES
3 Months Ended
Mar. 31, 2024
Subclassifications of assets, liabilities and equities [abstract]  
DEFERRED REVENUE AND OTHER DEFERRED LIABILITIES DEFERRED REVENUE AND OTHER DEFERRED LIABILITIES
Deferred revenue and other deferred liabilities consist of the following:
March 31, 2024December 31, 2023
$$
Deferred revenue related to the U.S. Environmental Protection Agency ("EPA") Clean School Bus Program (Note 6.1)
11,241,95916,293,067
Deferred liabilities related to the non-repayable financial contribution under Project Innovation Program for the Development of a Mobilizing Project (Note 6.2)
1,622,433
Other deferred liabilities735,011351,639
Deferred revenue and other deferred liabilities 11,976,97018,267,139
6 - DEFERRED REVENUE AND OTHER DEFERRED LIABILITIES (CONTINUED)
6.1 U.S. Environmental Protection Agency (EPA) Clean School Bus Program (the "EPA Program")
In May 2022, the EPA announced the availability of $500 million under the first round of funding of the EPA Program, which amount was subsequently increased to $945 million. On April 25, 2023, the EPA announced an additional $400 million through the 2023 grant round under the EPA Program, and on September 28, 2023 the EPA announced an additional $500 million through the 2023 rebate round under the EPA Program. Lion all-electric school buses are eligible under the EPA Program.
Under the first funding round of the EPA Program in which Lion participated directly and indirectly through school districts, once the EPA has reviewed the payment request and confirmed that all required information was included, the EPA issued a rebate payment to the selectee such that payments made under the EPA Program were generally made before delivery of the applicable school bus.
6.2 Non-repayable financial contribution under Project Innovation Program for the Development of a Mobilizing Project
On March 20, 2023, the Company entered into a non-repayable financial contribution agreement under the Project Innovation Program for the Development of a Mobilizing Project. The agreement provides for financing of up to C$26,991,772 until December 31, 2026. On April 21, 2023, the Company received an advance of government assistance of $7,013,566 (C$9,446,572) from Investissement Quebec relating to future vehicle development project costs, of which the full amount has been incurred and recorded as a reduction of intangible assets.
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS
3 Months Ended
Mar. 31, 2024
Financial Instruments [Abstract]  
LONG-TERM DEBT AND OTHER DEBTS LONG-TERM DEBT AND OTHER DEBTS
March 31, 2024December 31, 2023
$$
Credit Agreement with Banking Syndicate, secured, maturing August 11, 2025 (Note 7.1)
101,000,000 70,000,000 
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2)
23,806,128 23,573,074 
Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.3)
14,909,125 15,124,280 
Loans on research and development tax credits and subsidies receivable (Note 7.4)
22,140,221 22,682,595 
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024 (Note 7.5)
6,402 10,361 
Credit facility for the supplier payment program (Note 7.6)
5,000,0004,363,520
Non-Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.1)
44,760,361 44,532,212 
Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.2)
46,252,635 44,656,323 
257,874,872 224,942,365 
Current portion of long-term debt and other debts27,146,623 27,056,476 
Long-term portion of long-term debt and other debts230,728,249 197,885,889 
7.1 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 was amended on January 25, 2022 to increase the maximum principal amount that may become available from time to time under the revolving credit facility, subject to the borrowing base and compliance with the covenants contained under the Revolving Credit Agreement from $100,000,000 to $200,000,000. The Revolving Credit Agreement was further amended on July 19, 2023 ("the July 2023 Amendment") to permit the incurrence of the 2023 Debenture Financing (as defined in Note 7.7), extend the maturity of the Revolving Credit Agreement by one year to August 11, 2025, and provide for an availability block and the establishment of an interest reserve account. 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, in each case, subject to customary eligibility and exclusionary criteria, advance rates and reserves.
7- LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.1 Credit Agreement with Banking Syndicate (continued)
The credit facility under the Revolving Credit Agreement currently bears interest at a floating rate by reference to the Canadian prime rate or pursuant to banker’s acceptance based on the Canadian Dollar Offered Rate ("CDOR") rate, if in Canadian dollars, or the US base rate or Term Secured Overnight Financing Rate ("SOFR"), if in US dollars, as applicable, plus the relevant applicable margin.
As at March 31, 2024, the weighted average all-in interest rate was 7.59%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
SOFR loans in the amount of US$70,000,000
April 2024
6.94%- 7.19%, including spread of 1.50%- 1.75%
US base loans in the amount of US$31,000,000
April 2024
 9.25%- 9.50%, including spread of 0.25%- 0.50%
As at December 31, 2023, the weighted average all-in interest rate was 6.96%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
Loans in the amount of US$70,000,000
January 2024
6.94% - 6.98%, including spread of 1.50%
The Revolving Credit Agreement matures on August 11, 2025. 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’ movable 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 which may, from time to time, impact the maximum amount available under the revolving credit facility. Further, in accordance with the July 2023 Amendment, the amount available under the revolving credit facility provided under the Revolving Credit Agreement is subject to an availability block of C$10,000,000 which, upon availability dropping below 30% and so long as no default then exist or would result therefrom, may become available and be drawn to fund an interest reserve account to be made subject to the control of the administrative agent and collateral agent under the Revolving Credit Agreement. Such interest reserve account amounts can be used to pay interest under the Non-Convertible Debentures if no default or event of default shall have occurred and be continuing or shall result therefrom.
7- LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.2 Investissement Quebec secured 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 the battery manufacturing plant (the "Battery Plant") and innovation center (the "Innovation Center" and collectively with the Battery Plant, the "Lion Campus"). The IQ Loan provides for financing of up to C$50,000,000. On July 19, 2023, in connection with the 2023 Debenture Financing (as defined in Note 7.7), the IQ Loan was amended (the "IQ Loan 2023 Amendment") to allow holders of the Non-Convertible Debentures to benefit from a second-priority hypothec on substantially all movable/personal property of the Company, subject to certain exceptions in regards to excluded assets, and a first-rank hypothec on each of the immovable/real rights related to the Company’s Innovation Center facility located in Mirabel, Quebec and Battery Plant equipment financed by Investissement Quebec.
As part of the IQ Loan 2023 Amendment, the potential forgiveness of up to 30% of the IQ Loan 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 was replaced with certain financial penalties of up to C$3,000,000 and/or C$15,000,000 for the Company, pro-rated based on the proportion of criteria achieved and the borrowing amount relative to the C$50,000,000 maximum. 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 predetermined percentage of eligible qualified expenditures up to C$50,000,000. 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 in June 2027. The IQ Loan contains certain affirmative and negative covenants, including covenants relating to the Company’s workforce, operations and research and development activities and to the location of its head office in the Province of Quebec, as well as certain financial covenants. Following the IQ Loan 2023 Amendment, and the purchase of the equipment used in the battery factory of the Company, the obligations under the IQ Loan will be secured by a second-priority hypothec on the Company’s immovable (real) property rights related to the Innovation Center facility located on the Lion Campus and the equipment used in connection with the battery factory of the Company, and a hypothec on substantially all of the Company’s other movable property and assets (subject to certain exceptions and limitations in regards to excluded assets) ranking after those securing the Revolving Credit Agreement, the Non-Convertible Debentures and the Finalta-CDPQ Loan Agreement.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.3 Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Plant and Innovation Center
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 the satisfaction of 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 research and development activities. The SIF Loan is repayable over a 15-year term beginning in April 2026. The SIF Loan contains certain affirmative and negative covenants, including relating to the Company’s workforce, operations and research and development activities and to the location of its head office. As at March 31, 2024, the SIF Loan has a nominal value of $21,456,531 (December 31, 2023: $21,982,156) and is discounted at the rate of 4.03%. As at March 31, 2024 and December 31, 2023, the difference between the proceeds received and the fair value of the debt of $7,329,216 was accounted as a government grant and recorded as a reduction of property, plant and equipment in the amount of $3,849,847 and intangible assets in the amount of $310,311.
The Group has recognized the following related to the SIF Loan:
March 31, 2024December 31, 2023
$$
Beginning balance15,124,2806,189,814
Addition 8,903,080 
Accretion expense147,159 403,408 
Foreign currency translation adjustment(362,314)(372,022)
Balance at March 31, 2024
14,909,12515,124,280
7.4 Loans on research and development tax credits and subsidies receivable
Finalta-CDPQ Loan Agreement
On November 8, 2022, Lion entered into the Finalta-CDPQ Loan Agreement with Finalta, as lender and administrative agent, and Caisse de dépôt et placement du Québec ("CDPQ") (through one of its subsidiaries), as lender, to finance certain refundable tax credits and grants under government programs. The Finalta-CDPQ Loan Agreement provides for a loan facility of up to a principal amount of C$30,000,000 and bears interest at the rate of 10.95% per annum.
The obligations thereunder are secured by a first priority security interest, hypothec and lien in certain tax credits and government grants and a subordinate security interest, hypothec and lien in substantially all other movable property and assets. The Finalta-CDPQ Loan Agreement matures on November 6, 2024.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.4 Loans on research and development tax credits and subsidies receivable (continued)
The Finalta-CDPQ Loan Agreement includes certain customary restrictions and negative covenants on Lion’s and its subsidiaries’ activities, subject to certain exceptions, baskets, and thresholds. The Finalta-CDPQ 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, the lenders would be entitled to demand the immediate repayment of all amounts owing to them under the Finalta-CDPQ Loan Agreement and/or the lenders may exercise their other rights, remedies and/or recourses. An aggregate amount of $22,233,751 (C$30,000,000) was advanced under the Finalta-CDPQ Loan Agreement on November 8, 2022 upon entering into the agreement and is outstanding as of the date hereof.
7.5 Secured loans for the acquisition of rolling stock
As of March 31, 2024, the Group had an outstanding secured loan, maturing in August 2024, related to the financing of the acquisition of rolling stock in the amount of $6,402. As of December 31, 2023, the Group had outstanding secured loans, maturing from December 2023 to August 2024, related to the financing of the acquisition of rolling stock in the amount of $10,361. The loan has an interest rate of 2.35% (December 31, 2023: 2.35%) and was secured by the asset financed having a net carrying value of $15,998 (December 31, 2023: $19,283).
7.6 Credit facility for the supplier payment program
On February 8, 2023, the Company entered into a revolving credit facility with National Bank of Canada (the "Credit Facility") to finance the Company’s accounts payable related to good or services purchased in the normal course of its operations. The Credit Facility is insured by Export Development Canada ("EDC") and provides for financing of up to $5,000,000. Each term loan tranche has a period of minimum 30 days and a maximum of 120 days. Each advance expires at the later of the expiry date of the invoice payable or the date indicated as the expiry date on the term note and accepted by the National Bank of Canada and cannot be prepaid in whole or in part. The Credit Facility is subject to an annual review and may be cancelled by National Bank of Canada at any time. The Credit Facility bears interest at a floating rate by reference to the SOFR for a comparable period, plus the relevant credit adjustment spread of 1.5%.
As at March 31, 2024 and December 31, 2023 , the carrying amounts for Credit Facility for the supplier payment program were as follows:
March 31, 2024December 31, 2023
$$
Carrying amount
Presented in long-term debts and other debts of which suppliers has received payments5,000,0004,363,520
Presented in long-term debts and other debts5,000,0004,363,520
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.6 Credit facility for the supplier payment program (continued)
March 31, 2024December 31, 2023
Range of payment due date
Liabilities that are part of the arrangements120 days after invoice date119 - 120 days after invoice date
Comparable trade payables that are not part of the arrangementsNet 30 daysNet 30 days
7.7 2023 Debenture Financing
On July 19, 2023, the Company closed concurrent financing transactions for aggregate gross proceeds for the Company of $142,920,845 (the “2023 Debenture Financing”).
The 2023 Debenture Financing consists of:
i.the issuance by way of private placement of senior unsecured convertible debentures (the “Convertible Debentures”) for gross proceeds of $74,005,000. The Group allocated proceeds in the amount of $30,342,059 to the fair value of the conversion options on the convertible debt instruments (refer to Note 8) and $43,662,941 to the Convertible Debentures (refer to Note 7.7.2).
ii.the issuance by way of private placement of senior secured non-convertible debentures (the “Non-Convertible Debentures”) and the issuance by way of private placement to the holders of Non-Convertible Debentures of a number of common share purchase warrants (the "July 2023 Warrants") for gross proceeds of $68,915,845 (C$90,900,000). The Group allocated proceeds in the amount of $24,767,843 to the fair value of the July 2023 Warrants (refer to Note 9.4) and $44,148,002 to the Non-Convertible debentures at inception (refer to Note 7.7.1).
At issuance, transactions costs of $1,919,701 were netted against the proceeds received from the Convertible Debenture and $1,910,149 were netted against the proceeds received from the Non-Convertible Debenture.
7.7.1 Non-Convertible Debentures issued as part of 2023 Debenture Financing
The Non-Convertible Debentures with a principal amount of $68,915,845 (C$90,900,000) bear interest at the rate of 11% per annum and are payable in cash quarterly. The Non-Convertible Debentures will mature on July 19, 2028. The Company has the right, at any time since January 19, 2024, upon 30-day notice, to redeem all or part of the principal amount thereunder, without penalty, at a price equal to one hundred per cent (100%) of the principal amount so redeemed, plus accrued and unpaid interest on the principal amount so repaid, accruing to the date of such redemption.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.7.1 Non-Convertible Debentures issued as part of 2023 Debenture Financing (continued)
The Non-Convertible Debentures contain customary covenants for an instrument of its nature, including covenants relating to compliance with the financial ratios and negative covenants included in the Revolving Credit Agreement (as defined below) (provided (i) that any amendment to the financial ratios to which the lenders under the Revolving Credit Agreement consent will automatically be incorporated in the Non-Convertible Debentures, and (ii) that a default shall only occur under the Non-Convertible Debentures if a financial ratio default occurs and is continuing on the date that is fifteen business days following the delivery of the Company’s consolidated financial statements evidencing such event of default, and only if the lenders under the Revolving Credit Agreement have not waived or tolerated such event of default before the expiry of this fifteen business day period), in addition to certain covenants relating to maintaining the current headquarters, employees and facilities of the Company in the province of Québec.
The Non-Convertible Debentures contain customary events of default for an instrument of its nature, including, among other things, (i) the occurrence of an event of default under the Revolving Credit Agreement if such default results in the acceleration of the payments owed thereunder and (ii) the occurrence of an event of default under any other debt instrument of the Company with a principal amount exceeding US$15,000,000 if such default permits the acceleration of the payment of such debt. The Non-Convertible Debentures constitute senior secured obligations of the Company and will be secured by a hypothec and other liens on substantially all of the Company’s and certain of its subsidiaries’ movable/personal property as well as on the immovable/real rights related to the Company’s Innovation Center facility located in Mirabel, Québec and guaranteed by such subsidiaries.
The Non-Convertible Debentures were recorded at the estimated fair value of $42,237,853 using an effective interest rate of 22.54% per annum at the time of issuance on July 19, 2023, representing proceeds received from the issuance of the Non-Convertible Debenture of $44,148,002, less an amount of $1,910,149 incurred as a direct cost in the closing of the financing.
The Group has recognized the following related to the Non-Convertible Debenture:
March 31, 2024December 31, 2023
$$
Beginning Balance44,532,21242,237,853
Accretion expense1,298,932 2,346,874 
Foreign currency translation adjustment(1,070,783)(52,515)
Ending balance44,760,36144,532,212
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.7.2 Convertible Debentures issued as part of 2023 Debenture Financing
The Convertible Debentures, with a principal amount of $74,005,000 bear interest at the rate of 13% per annum, compounded monthly on the last day of each month. Prior to any accrual date, the Company has the right, at its discretion, to make an election to pay interest accrued on the principal for the applicable month in cash (in which case any interest so paid shall not be compounded).The Convertible Debentures will mature on July 19, 2028. The Convertible Debentures contain customary covenants and events of default for an instrument of its nature, including covenants relating to compliance with the financial ratios and negative covenants included in the Revolving Credit Agreement (as defined below) (provided (i) that any amendment to the financial ratios to which the lenders under the Revolving Credit Agreement consent will automatically be incorporated in the Convertible Debentures, and (ii) that a default shall only occur under the Convertible Debentures if a financial ratio default occurs and is continuing on the date that is fifteen business days following the delivery of the Company’s consolidated financial statements evidencing such event of default, and only if the lenders under the Revolving Credit Agreement have not waived or tolerated such event of default before the expiry of this fifteen business day period).
The Convertible Debentures also include certain covenants relating to maintaining the current headquarters, employees and facilities of the Company in the province of Québec and certain covenants limiting the incurrence of capital expenditures over the term of the Convertible Debentures, including limits on capital expenditures towards increasing production capacity at the Company’s manufacturing facilities beyond certain capacity as well as limits on the incurrence of maintenance and other capital expenditures.
The Convertible Debentures contain customary events of default for an instrument of its nature, including, among other things, the occurrence of an event of default under any other debt of the Company with a principal amount exceeding US$15,000,000 if such default results in the acceleration of the amounts owed thereunder.
Upon the occurrence of an event of default under the Convertible Debentures or, if later, at the expiry of any agreed-upon period for curing an event of default, as the case may be, holders of Convertible Debentures will have the right, upon giving written notice to the Company, to (i) require the Company to redeem all of their Convertible Debentures, or (ii) require that the principal amount of the Convertible Debentures, plus any accrued, compounded and unpaid interest, be converted into Common Shares, with the number of Common Shares issuable upon such conversion being subject to a grid-based “make-whole” adjustment as set forth below.
In connection with the Debenture Financing, the Company issued 258,155 Common Shares in the aggregate (the “Closing Fee Shares”) to the holders of Convertible Debentures, representing 0.75% of the principal amount of Convertible Debentures, based on the 5-day volume weighted average price (“VWAP”) of the Common Shares on the NYSE on July 14, 2023.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.7.2 Convertible Debentures issued as part of 2023 Debenture Financing (continued)
The Convertible Debentures were recorded at the estimated fair value of $41,743,240 using an effective interest rate of 21.02% per annum at the time of issuance on July 19, 2023, representing the proceeds received from the issuance of the Convertible Debenture of $43,662,941, less an amount of $1,919,701 incurred as a direct cost in the closing of the financing.
The Group has recognized the following related to the Convertible Debenture:
March 31, 2024December 31, 2023
$$
Beginning balance44,656,32341,743,240
Accretion expense1,596,312 2,913,083 
Ending balance46,252,63544,656,323
As at March 31, 2024 and March 31, 2023 and for the periods then ended, the Company was in compliance with all the covenants and financial ratios included in its long-term debt and other debts above CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS
The Convertible Debentures are convertible at the holders’ option into Common Shares at a conversion price of US$2.58 per Common Share (reflecting a 20% premium over the 5-day VWAP for the Common Shares on the New York Stock Exchange (“NYSE”) calculated on July 14, 2023, the last trading day prior to announcement of the 2023 Debenture Financing). The conversion price is subject to customary adjustments, including for share splits or consolidation, share dividends, rights offerings, asset or other distributions and above market repurchases of shares (including above market exchanges or tender offers), in each case in compliance with the rules and requirements of the TSX relating to anti-dilution mechanisms.
Upon the occurrence of a “fundamental change”, including a change of control of the Company or the Company failing to comply with the covenants to maintain the current headquarters, employees and facilities of the Company in the province of Québec, holders of Convertible Debentures will either (i) convert all of their Convertible Debentures, with the number of Common Shares issuable upon such conversion being subject to a grid-based “make-whole” adjustment, or (ii) require the Company to repurchase for cash all of their Convertible Debentures at a repurchase price equal to 150% of the principal amount and the accrued, compounded and unpaid interest. In the event holders of Convertible Debentures elect to convert their Convertible Debentures upon a fundamental change or an event of default, the number of Common Shares issuable upon such conversion will be subject to a grid-based “make-whole” adjustment pursuant to which the conversion rate determining the number of Common Shares issuable will be increased by a number of additional Common Shares (the “Additional Shares”), (i) in the case of a conversion in connection with a fundamental change, based on a reference price on the date on which the fundamental change occurs or becomes effective, or (ii) in the case of a conversion following an event of default, based on a reference price on the date on which the holder exercises its conversion right.
8 - CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS (CONTINUED)
The fair value of the conversion options on convertible debt instruments was determined using the Black-Scholes or the binomial option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price ($)2.582.58
Share price ($)1.421.77
Volatility59%57%
Risk-free interest rate3.65%3.28%
Expected warrant life (years)4.294.54
The expected volatility was determined by reference to historical data of comparable entities over the expected life of the conversion options on convertible debt instruments .
The Group has recognized the following conversion options on convertible debt instruments:
March 31, 2024December 31, 2023
$$
Beginning balance25,034,07330,342,059
Paid in kind interest2,472,927 3,551,316 
Fair value adjustment(10,746,034)(8,533,552)
Foreign currency translation adjustment(577,204)(325,750)
Ending balance16,183,76225,034,073
v3.24.1.u1
CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS
3 Months Ended
Mar. 31, 2024
Borrowing costs [abstract]  
CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS LONG-TERM DEBT AND OTHER DEBTS
March 31, 2024December 31, 2023
$$
Credit Agreement with Banking Syndicate, secured, maturing August 11, 2025 (Note 7.1)
101,000,000 70,000,000 
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2)
23,806,128 23,573,074 
Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.3)
14,909,125 15,124,280 
Loans on research and development tax credits and subsidies receivable (Note 7.4)
22,140,221 22,682,595 
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024 (Note 7.5)
6,402 10,361 
Credit facility for the supplier payment program (Note 7.6)
5,000,0004,363,520
Non-Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.1)
44,760,361 44,532,212 
Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.2)
46,252,635 44,656,323 
257,874,872 224,942,365 
Current portion of long-term debt and other debts27,146,623 27,056,476 
Long-term portion of long-term debt and other debts230,728,249 197,885,889 
7.1 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 was amended on January 25, 2022 to increase the maximum principal amount that may become available from time to time under the revolving credit facility, subject to the borrowing base and compliance with the covenants contained under the Revolving Credit Agreement from $100,000,000 to $200,000,000. The Revolving Credit Agreement was further amended on July 19, 2023 ("the July 2023 Amendment") to permit the incurrence of the 2023 Debenture Financing (as defined in Note 7.7), extend the maturity of the Revolving Credit Agreement by one year to August 11, 2025, and provide for an availability block and the establishment of an interest reserve account. 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, in each case, subject to customary eligibility and exclusionary criteria, advance rates and reserves.
7- LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.1 Credit Agreement with Banking Syndicate (continued)
The credit facility under the Revolving Credit Agreement currently bears interest at a floating rate by reference to the Canadian prime rate or pursuant to banker’s acceptance based on the Canadian Dollar Offered Rate ("CDOR") rate, if in Canadian dollars, or the US base rate or Term Secured Overnight Financing Rate ("SOFR"), if in US dollars, as applicable, plus the relevant applicable margin.
As at March 31, 2024, the weighted average all-in interest rate was 7.59%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
SOFR loans in the amount of US$70,000,000
April 2024
6.94%- 7.19%, including spread of 1.50%- 1.75%
US base loans in the amount of US$31,000,000
April 2024
 9.25%- 9.50%, including spread of 0.25%- 0.50%
As at December 31, 2023, the weighted average all-in interest rate was 6.96%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
Loans in the amount of US$70,000,000
January 2024
6.94% - 6.98%, including spread of 1.50%
The Revolving Credit Agreement matures on August 11, 2025. 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’ movable 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 which may, from time to time, impact the maximum amount available under the revolving credit facility. Further, in accordance with the July 2023 Amendment, the amount available under the revolving credit facility provided under the Revolving Credit Agreement is subject to an availability block of C$10,000,000 which, upon availability dropping below 30% and so long as no default then exist or would result therefrom, may become available and be drawn to fund an interest reserve account to be made subject to the control of the administrative agent and collateral agent under the Revolving Credit Agreement. Such interest reserve account amounts can be used to pay interest under the Non-Convertible Debentures if no default or event of default shall have occurred and be continuing or shall result therefrom.
7- LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.2 Investissement Quebec secured 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 the battery manufacturing plant (the "Battery Plant") and innovation center (the "Innovation Center" and collectively with the Battery Plant, the "Lion Campus"). The IQ Loan provides for financing of up to C$50,000,000. On July 19, 2023, in connection with the 2023 Debenture Financing (as defined in Note 7.7), the IQ Loan was amended (the "IQ Loan 2023 Amendment") to allow holders of the Non-Convertible Debentures to benefit from a second-priority hypothec on substantially all movable/personal property of the Company, subject to certain exceptions in regards to excluded assets, and a first-rank hypothec on each of the immovable/real rights related to the Company’s Innovation Center facility located in Mirabel, Quebec and Battery Plant equipment financed by Investissement Quebec.
As part of the IQ Loan 2023 Amendment, the potential forgiveness of up to 30% of the IQ Loan 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 was replaced with certain financial penalties of up to C$3,000,000 and/or C$15,000,000 for the Company, pro-rated based on the proportion of criteria achieved and the borrowing amount relative to the C$50,000,000 maximum. 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 predetermined percentage of eligible qualified expenditures up to C$50,000,000. 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 in June 2027. The IQ Loan contains certain affirmative and negative covenants, including covenants relating to the Company’s workforce, operations and research and development activities and to the location of its head office in the Province of Quebec, as well as certain financial covenants. Following the IQ Loan 2023 Amendment, and the purchase of the equipment used in the battery factory of the Company, the obligations under the IQ Loan will be secured by a second-priority hypothec on the Company’s immovable (real) property rights related to the Innovation Center facility located on the Lion Campus and the equipment used in connection with the battery factory of the Company, and a hypothec on substantially all of the Company’s other movable property and assets (subject to certain exceptions and limitations in regards to excluded assets) ranking after those securing the Revolving Credit Agreement, the Non-Convertible Debentures and the Finalta-CDPQ Loan Agreement.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.3 Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Plant and Innovation Center
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 the satisfaction of 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 research and development activities. The SIF Loan is repayable over a 15-year term beginning in April 2026. The SIF Loan contains certain affirmative and negative covenants, including relating to the Company’s workforce, operations and research and development activities and to the location of its head office. As at March 31, 2024, the SIF Loan has a nominal value of $21,456,531 (December 31, 2023: $21,982,156) and is discounted at the rate of 4.03%. As at March 31, 2024 and December 31, 2023, the difference between the proceeds received and the fair value of the debt of $7,329,216 was accounted as a government grant and recorded as a reduction of property, plant and equipment in the amount of $3,849,847 and intangible assets in the amount of $310,311.
The Group has recognized the following related to the SIF Loan:
March 31, 2024December 31, 2023
$$
Beginning balance15,124,2806,189,814
Addition 8,903,080 
Accretion expense147,159 403,408 
Foreign currency translation adjustment(362,314)(372,022)
Balance at March 31, 2024
14,909,12515,124,280
7.4 Loans on research and development tax credits and subsidies receivable
Finalta-CDPQ Loan Agreement
On November 8, 2022, Lion entered into the Finalta-CDPQ Loan Agreement with Finalta, as lender and administrative agent, and Caisse de dépôt et placement du Québec ("CDPQ") (through one of its subsidiaries), as lender, to finance certain refundable tax credits and grants under government programs. The Finalta-CDPQ Loan Agreement provides for a loan facility of up to a principal amount of C$30,000,000 and bears interest at the rate of 10.95% per annum.
The obligations thereunder are secured by a first priority security interest, hypothec and lien in certain tax credits and government grants and a subordinate security interest, hypothec and lien in substantially all other movable property and assets. The Finalta-CDPQ Loan Agreement matures on November 6, 2024.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.4 Loans on research and development tax credits and subsidies receivable (continued)
The Finalta-CDPQ Loan Agreement includes certain customary restrictions and negative covenants on Lion’s and its subsidiaries’ activities, subject to certain exceptions, baskets, and thresholds. The Finalta-CDPQ 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, the lenders would be entitled to demand the immediate repayment of all amounts owing to them under the Finalta-CDPQ Loan Agreement and/or the lenders may exercise their other rights, remedies and/or recourses. An aggregate amount of $22,233,751 (C$30,000,000) was advanced under the Finalta-CDPQ Loan Agreement on November 8, 2022 upon entering into the agreement and is outstanding as of the date hereof.
7.5 Secured loans for the acquisition of rolling stock
As of March 31, 2024, the Group had an outstanding secured loan, maturing in August 2024, related to the financing of the acquisition of rolling stock in the amount of $6,402. As of December 31, 2023, the Group had outstanding secured loans, maturing from December 2023 to August 2024, related to the financing of the acquisition of rolling stock in the amount of $10,361. The loan has an interest rate of 2.35% (December 31, 2023: 2.35%) and was secured by the asset financed having a net carrying value of $15,998 (December 31, 2023: $19,283).
7.6 Credit facility for the supplier payment program
On February 8, 2023, the Company entered into a revolving credit facility with National Bank of Canada (the "Credit Facility") to finance the Company’s accounts payable related to good or services purchased in the normal course of its operations. The Credit Facility is insured by Export Development Canada ("EDC") and provides for financing of up to $5,000,000. Each term loan tranche has a period of minimum 30 days and a maximum of 120 days. Each advance expires at the later of the expiry date of the invoice payable or the date indicated as the expiry date on the term note and accepted by the National Bank of Canada and cannot be prepaid in whole or in part. The Credit Facility is subject to an annual review and may be cancelled by National Bank of Canada at any time. The Credit Facility bears interest at a floating rate by reference to the SOFR for a comparable period, plus the relevant credit adjustment spread of 1.5%.
As at March 31, 2024 and December 31, 2023 , the carrying amounts for Credit Facility for the supplier payment program were as follows:
March 31, 2024December 31, 2023
$$
Carrying amount
Presented in long-term debts and other debts of which suppliers has received payments5,000,0004,363,520
Presented in long-term debts and other debts5,000,0004,363,520
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.6 Credit facility for the supplier payment program (continued)
March 31, 2024December 31, 2023
Range of payment due date
Liabilities that are part of the arrangements120 days after invoice date119 - 120 days after invoice date
Comparable trade payables that are not part of the arrangementsNet 30 daysNet 30 days
7.7 2023 Debenture Financing
On July 19, 2023, the Company closed concurrent financing transactions for aggregate gross proceeds for the Company of $142,920,845 (the “2023 Debenture Financing”).
The 2023 Debenture Financing consists of:
i.the issuance by way of private placement of senior unsecured convertible debentures (the “Convertible Debentures”) for gross proceeds of $74,005,000. The Group allocated proceeds in the amount of $30,342,059 to the fair value of the conversion options on the convertible debt instruments (refer to Note 8) and $43,662,941 to the Convertible Debentures (refer to Note 7.7.2).
ii.the issuance by way of private placement of senior secured non-convertible debentures (the “Non-Convertible Debentures”) and the issuance by way of private placement to the holders of Non-Convertible Debentures of a number of common share purchase warrants (the "July 2023 Warrants") for gross proceeds of $68,915,845 (C$90,900,000). The Group allocated proceeds in the amount of $24,767,843 to the fair value of the July 2023 Warrants (refer to Note 9.4) and $44,148,002 to the Non-Convertible debentures at inception (refer to Note 7.7.1).
At issuance, transactions costs of $1,919,701 were netted against the proceeds received from the Convertible Debenture and $1,910,149 were netted against the proceeds received from the Non-Convertible Debenture.
7.7.1 Non-Convertible Debentures issued as part of 2023 Debenture Financing
The Non-Convertible Debentures with a principal amount of $68,915,845 (C$90,900,000) bear interest at the rate of 11% per annum and are payable in cash quarterly. The Non-Convertible Debentures will mature on July 19, 2028. The Company has the right, at any time since January 19, 2024, upon 30-day notice, to redeem all or part of the principal amount thereunder, without penalty, at a price equal to one hundred per cent (100%) of the principal amount so redeemed, plus accrued and unpaid interest on the principal amount so repaid, accruing to the date of such redemption.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.7.1 Non-Convertible Debentures issued as part of 2023 Debenture Financing (continued)
The Non-Convertible Debentures contain customary covenants for an instrument of its nature, including covenants relating to compliance with the financial ratios and negative covenants included in the Revolving Credit Agreement (as defined below) (provided (i) that any amendment to the financial ratios to which the lenders under the Revolving Credit Agreement consent will automatically be incorporated in the Non-Convertible Debentures, and (ii) that a default shall only occur under the Non-Convertible Debentures if a financial ratio default occurs and is continuing on the date that is fifteen business days following the delivery of the Company’s consolidated financial statements evidencing such event of default, and only if the lenders under the Revolving Credit Agreement have not waived or tolerated such event of default before the expiry of this fifteen business day period), in addition to certain covenants relating to maintaining the current headquarters, employees and facilities of the Company in the province of Québec.
The Non-Convertible Debentures contain customary events of default for an instrument of its nature, including, among other things, (i) the occurrence of an event of default under the Revolving Credit Agreement if such default results in the acceleration of the payments owed thereunder and (ii) the occurrence of an event of default under any other debt instrument of the Company with a principal amount exceeding US$15,000,000 if such default permits the acceleration of the payment of such debt. The Non-Convertible Debentures constitute senior secured obligations of the Company and will be secured by a hypothec and other liens on substantially all of the Company’s and certain of its subsidiaries’ movable/personal property as well as on the immovable/real rights related to the Company’s Innovation Center facility located in Mirabel, Québec and guaranteed by such subsidiaries.
The Non-Convertible Debentures were recorded at the estimated fair value of $42,237,853 using an effective interest rate of 22.54% per annum at the time of issuance on July 19, 2023, representing proceeds received from the issuance of the Non-Convertible Debenture of $44,148,002, less an amount of $1,910,149 incurred as a direct cost in the closing of the financing.
The Group has recognized the following related to the Non-Convertible Debenture:
March 31, 2024December 31, 2023
$$
Beginning Balance44,532,21242,237,853
Accretion expense1,298,932 2,346,874 
Foreign currency translation adjustment(1,070,783)(52,515)
Ending balance44,760,36144,532,212
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.7.2 Convertible Debentures issued as part of 2023 Debenture Financing
The Convertible Debentures, with a principal amount of $74,005,000 bear interest at the rate of 13% per annum, compounded monthly on the last day of each month. Prior to any accrual date, the Company has the right, at its discretion, to make an election to pay interest accrued on the principal for the applicable month in cash (in which case any interest so paid shall not be compounded).The Convertible Debentures will mature on July 19, 2028. The Convertible Debentures contain customary covenants and events of default for an instrument of its nature, including covenants relating to compliance with the financial ratios and negative covenants included in the Revolving Credit Agreement (as defined below) (provided (i) that any amendment to the financial ratios to which the lenders under the Revolving Credit Agreement consent will automatically be incorporated in the Convertible Debentures, and (ii) that a default shall only occur under the Convertible Debentures if a financial ratio default occurs and is continuing on the date that is fifteen business days following the delivery of the Company’s consolidated financial statements evidencing such event of default, and only if the lenders under the Revolving Credit Agreement have not waived or tolerated such event of default before the expiry of this fifteen business day period).
The Convertible Debentures also include certain covenants relating to maintaining the current headquarters, employees and facilities of the Company in the province of Québec and certain covenants limiting the incurrence of capital expenditures over the term of the Convertible Debentures, including limits on capital expenditures towards increasing production capacity at the Company’s manufacturing facilities beyond certain capacity as well as limits on the incurrence of maintenance and other capital expenditures.
The Convertible Debentures contain customary events of default for an instrument of its nature, including, among other things, the occurrence of an event of default under any other debt of the Company with a principal amount exceeding US$15,000,000 if such default results in the acceleration of the amounts owed thereunder.
Upon the occurrence of an event of default under the Convertible Debentures or, if later, at the expiry of any agreed-upon period for curing an event of default, as the case may be, holders of Convertible Debentures will have the right, upon giving written notice to the Company, to (i) require the Company to redeem all of their Convertible Debentures, or (ii) require that the principal amount of the Convertible Debentures, plus any accrued, compounded and unpaid interest, be converted into Common Shares, with the number of Common Shares issuable upon such conversion being subject to a grid-based “make-whole” adjustment as set forth below.
In connection with the Debenture Financing, the Company issued 258,155 Common Shares in the aggregate (the “Closing Fee Shares”) to the holders of Convertible Debentures, representing 0.75% of the principal amount of Convertible Debentures, based on the 5-day volume weighted average price (“VWAP”) of the Common Shares on the NYSE on July 14, 2023.
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.7.2 Convertible Debentures issued as part of 2023 Debenture Financing (continued)
The Convertible Debentures were recorded at the estimated fair value of $41,743,240 using an effective interest rate of 21.02% per annum at the time of issuance on July 19, 2023, representing the proceeds received from the issuance of the Convertible Debenture of $43,662,941, less an amount of $1,919,701 incurred as a direct cost in the closing of the financing.
The Group has recognized the following related to the Convertible Debenture:
March 31, 2024December 31, 2023
$$
Beginning balance44,656,32341,743,240
Accretion expense1,596,312 2,913,083 
Ending balance46,252,63544,656,323
As at March 31, 2024 and March 31, 2023 and for the periods then ended, the Company was in compliance with all the covenants and financial ratios included in its long-term debt and other debts above CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS
The Convertible Debentures are convertible at the holders’ option into Common Shares at a conversion price of US$2.58 per Common Share (reflecting a 20% premium over the 5-day VWAP for the Common Shares on the New York Stock Exchange (“NYSE”) calculated on July 14, 2023, the last trading day prior to announcement of the 2023 Debenture Financing). The conversion price is subject to customary adjustments, including for share splits or consolidation, share dividends, rights offerings, asset or other distributions and above market repurchases of shares (including above market exchanges or tender offers), in each case in compliance with the rules and requirements of the TSX relating to anti-dilution mechanisms.
Upon the occurrence of a “fundamental change”, including a change of control of the Company or the Company failing to comply with the covenants to maintain the current headquarters, employees and facilities of the Company in the province of Québec, holders of Convertible Debentures will either (i) convert all of their Convertible Debentures, with the number of Common Shares issuable upon such conversion being subject to a grid-based “make-whole” adjustment, or (ii) require the Company to repurchase for cash all of their Convertible Debentures at a repurchase price equal to 150% of the principal amount and the accrued, compounded and unpaid interest. In the event holders of Convertible Debentures elect to convert their Convertible Debentures upon a fundamental change or an event of default, the number of Common Shares issuable upon such conversion will be subject to a grid-based “make-whole” adjustment pursuant to which the conversion rate determining the number of Common Shares issuable will be increased by a number of additional Common Shares (the “Additional Shares”), (i) in the case of a conversion in connection with a fundamental change, based on a reference price on the date on which the fundamental change occurs or becomes effective, or (ii) in the case of a conversion following an event of default, based on a reference price on the date on which the holder exercises its conversion right.
8 - CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS (CONTINUED)
The fair value of the conversion options on convertible debt instruments was determined using the Black-Scholes or the binomial option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price ($)2.582.58
Share price ($)1.421.77
Volatility59%57%
Risk-free interest rate3.65%3.28%
Expected warrant life (years)4.294.54
The expected volatility was determined by reference to historical data of comparable entities over the expected life of the conversion options on convertible debt instruments .
The Group has recognized the following conversion options on convertible debt instruments:
March 31, 2024December 31, 2023
$$
Beginning balance25,034,07330,342,059
Paid in kind interest2,472,927 3,551,316 
Fair value adjustment(10,746,034)(8,533,552)
Foreign currency translation adjustment(577,204)(325,750)
Ending balance16,183,76225,034,073
v3.24.1.u1
SHARE WARRANT OBLIGATIONS
3 Months Ended
Mar. 31, 2024
Subclassifications of assets, liabilities and equities [abstract]  
SHARE WARRANT OBLIGATIONS 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 warrants 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.
9 - SHARE WARRANT OBLIGATIONS (CONTINUED)
9.1 Warrants issued to a customer (continued)
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 price 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 are exercisable for 5,302,511 common shares as at March 31, 2024 and December 31, 2023. 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 $1.2 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:
March 31, 2024December 31, 2023
Exercise price ($)5.665.66
Share price ($)1.421.77
Volatility59%57%
Risk-free interest rate3.59%3.30%
Expected warrant life (years)4.254.50
The Group has recognized the following contract asset and share warrant obligation:
March 31, 2024December 31, 2023
Contract asset$$
Beginning Balance 13,528,64613,211,006
Foreign currency translation adjustment(323,490)317,640
Ending Balance 13,205,15613,528,646
9 - SHARE WARRANT OBLIGATIONS (CONTINUED)
9.1 Warrants issued to a customer (continued)
March 31, 2024December 31, 2023
Share warrant obligation$$
Beginning Balance1,897,7912,172,269
Fair value adjustment(625,492)(262,569)
Foreign currency translation adjustment(42,833)(11,909)
Ending Balance1,229,4661,897,791
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 Northern Genesis Acquisition Corp. (“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 until May 6, 2026, subject to adjustment in certain customary events. A total of 27,111,741 NGA warrants were converted into 27,111,741 Business Combination Warrants, 15,972,672 of which are publicly traded and 11,139,069 of which are private. As at March 31, 2024 and December 31, 2023, there were 27,111,323 Business Combination Warrants outstanding of which 15,972,364 are publicly traded and 11,138,959 are private.
The public Business Combination Warrants may be redeemed by the Company, in whole at a price of $0.01 per public Business Combination 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 Business Combination Warrants become exercisable and ending on the third trading day prior to the date on which the Company gives proper notice of such redemption.
The fair value of the public Business Combination Warrants was determined using their market trading price as follows:
March 31, 2024December 31, 2023
Warrant price ($)0.03 0.05
Each private Business Combination Warrant may not be redeemed by the Company so long as they are held by NGA or any of its permitted transferees. Once transferred to any person that is not NGA or any of its permitted transferees, a private Business Combination Warrant becomes treated as a public Business Combination Warrant.
9 - SHARE WARRANT OBLIGATIONS (CONTINUED)
9.2 Warrants issued as part of the business combination transaction (continued)
The fair value of the private Business Combination Warrants was determined using the Black-Scholes option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price ($)11.5011.50
Share price ($)1.421.77
Volatility53%53%
Risk-free interest rate4.15%3.81%
Expected warrant life (years)2.082.33
The expected volatility was determined by reference to historical data of comparable share prices over the expected life of the private Business Combination Warrants.
The Group has recognized the following Business Combination Warrant obligations:
Public warrantsPrivate warrantsTotal
$$$
Beginning balance at January 1, 2024905,737177,1831,082,920
Fair value adjustment(177,959)(131,101)(309,060)
Foreign currency translation adjustment(20,514)(3,670)(24,184)
Balance at March 31, 2024707,26442,412749,676
Public warrantsPrivate warrantsTotal
$$$
Beginning balance at January 1, 20237,075,767914,8817,990,648
Fair value adjustment(6,173,511)(727,873)(6,901,384)
Foreign currency translation adjustment3,481 (9,825)(6,344)
Balance at December 31, 2023905,737177,1831,082,920
9 - SHARE WARRANT OBLIGATIONS (CONTINUED)
9.3 Warrants issued as part of the December 2022 Offering
On December 16, 2022, the Company closed the "December 2022 Offering", pursuant to which the Company issued of 19,685,040 "2022 Warrants". On January 17, 2023, the Company announced the exercise and closing of the underwriters’ over-allotment option with respect to the offering of units closed in December 2022, pursuant to which the Company issued 2,952,755 2022 Warrants. Each whole 2022 Warrant entitles the holder to purchase one common share for a price of $2.80 per share for a period of five years ending on December 15, 2027, subject to adjustment in certain customary events.
The over-allotment option aggregate gross proceeds of $2,907,226 were allocated to the warrants, representing the fair value of the 2022 Warrants on the day of issuance. Issuance fees of $247,586 were recognized in administrative expenses in the consolidated statement of loss and comprehensive loss, relating to legal and other professional costs ($58,916) and net commissions paid to the agents ($188,670). As at March 31, 2024 and December 31, 2023, all warrants are outstanding.
The fair value of the 2022 Warrants was determined using their market trading price as follows:
March 31, 2024December 31, 2023
Warrant price ($)0.32 0.41
The Group has recognized the following warrant obligation:
March 31, 2024December 31, 2023
$$
Beginning balance8,558,06613,080,646
Additions 2,907,226 
Fair value adjustment(999,413)(7,378,042)
Foreign currency translation adjustment(207,634)(51,764)
Ending balance7,351,0198,558,066
9.4 July 2023 Warrants issued as part of 2023 Debenture Financing
In connection with the 2023 Debenture Financing, the Company issued Warrants ("July 2023 Warrants") to holders of Non-Convertible Debentures (refer to Note 7.7) entitling them to purchase, until July 19, 2028, 22,500,000 Common Shares in the aggregate at an exercise price of C$2.81 per Common Share (representing the 5-day VWAP of the Common Shares on the Toronto Stock Exchange ("TSX") as of July 14, 2023). The exercise price of the Warrants is subject to customary adjustments, including for share splits or consolidation, share dividends, rights offerings, asset or other distributions and above market repurchases of shares (including above market exchanges or tender offers), in each case in compliance with the rules and requirements of the TSX relating to anti-dilution mechanisms.
9 - SHARE WARRANT OBLIGATIONS (CONTINUED)
9.4 July 2023 Warrants issued as part of 2023 Debenture Financing (continued)
Upon a change of control of the Company, the Company will have the right to redeem and cancel all of the outstanding Warrants for a cash purchase price based on the remaining term of the Warrants and the value of the consideration offered or payable per Common Share in the transaction constituting the change of control. In addition, upon a change of control of the Company resulting in (or which is reasonably anticipated to result in) the Common Shares ceasing to be listed on a stock exchange, the holders of Warrants may require the Company to redeem and cancel all Warrants at the Redemption Price subject to and on the date such transaction resulting in a change of control is completed.
The fair value of the warrants was determined using the Black-Scholes option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price (C$)2.812.81
Share price (C$)1.932.36
Volatility59%57%
Risk-free interest rate3.65%3.28%
Expected warrant life (years)4.294.54
The expected volatility was determined by reference to historical data of comparable entities over the expected life of the warrants. The Group has recognized the following warrant obligation:
March 31, 2024December 31, 2023
$$
Beginning balance18,043,42624,767,843
Fair value adjustment(4,815,280)(6,421,117)
Foreign currency translation adjustment(415,410)(303,300)
Ending balance12,812,73618,043,426
v3.24.1.u1
SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangements [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
Compensation expense related to the share-based compensation was recognized in the consolidated statements of loss and comprehensive loss as follows:

Three months ended
March 31, 2024March 31, 2023
$$
Administrative expenses319,9241,039,866
Selling expenses80,712373,977
400,6361,413,843
10.1 Stock options
The following table summarizes the outstanding options as at March 31, 2024 and 2023 and changes during the
three months then ended:
March 31, 2024March 31, 2023
Number of stock optionsWeighted average exercise priceNumber of stock optionsWeighted average exercise price
C$C$
Outstanding, beginning of period10,759,5831.659,547,1852.11
Granted1,543,7932.75
Forfeited(25,248)2.75
Outstanding, end of period10,734,3351.6511,090,9782.20
Exercisable, end of period9,243,2641.327,755,1071.35
The description of the Company's stock option plan is included in Note 16 of annual consolidated financial statements for the year ended December 31, 2023.
10 - SHARE-BASED COMPENSATION (CONTINUED)
10.2 Restricted share units
The following table summarizes the outstanding options as at March 31, 2024 and 2023 and changes during the
three months then ended:
March 31, 2024March 31, 2023
Number of restricted share unitsWeighted average exercise priceNumber of restricted share unitsWeighted average exercise price
C$C$
Outstanding, beginning of period897,2403.99297,6588.35
Granted811,4582.75
Settled(1,628)23.02
Forfeited(25,033)2.75(3,613)6.92
Outstanding, end of period870,5794.041,105,5034.24
Vested, end of period

The description of the Company's restricted share unit plan is included in Note 16 of annual consolidated financial statements for the year ended December 31, 2023.
10.3 Deferred share units
March 31, 2024March 31, 2023
Number of deferred share unitsWeighted average exercise priceNumber of deferred share unitsWeighted average exercise price
C$C$
Outstanding, beginning of period779,9753.21301,0914.23
Settled(30,981)2.79
Outstanding, end of period748,9943.23301,0914.23
Vested, end of period748,9943.23301,0914.23

The description of the Company's deferred share unit plan is included in Note 16 of annual consolidated financial statements for the year ended December 31, 2023.
v3.24.1.u1
RESTRUCTURING COSTS
3 Months Ended
Mar. 31, 2024
Subclassifications of assets, liabilities and equities [abstract]  
RESTRUCTURING COSTS RESTRUCTURING COSTS
In November 2023, the Company announced a restructuring consisting of a workforce reduction aimed at rationalizing the Company’s cost structure and improving its ability to reach its profitability objectives.
The following table summarizes the activities related to the restructuring:
March 31, 2024December 31, 2023
$$
Liability beginning of period711,622
Expenses1,426,487
Payments(711,622)(714,865)
Liability end of period711,622
v3.24.1.u1
FINANCE COSTS
3 Months Ended
Mar. 31, 2024
Finance Costs [Abstract]  
FINANCE COSTS FINANCE COSTS
Finance costs for the reporting periods consist of the following:
Three months ended
March 31, 2024March 31, 2023
$$
Interest on long-term debt and other debtsa
6,664,8111,046,648
Interest on lease liabilitiesa
1,190,48936,425
Accretion expense3,026,073
Financing cost262,168435,212
Other(525,800)(97,931)
10,617,7411,420,354

a.Net of capitalized borrowing costs of $315,039 for the three months ended March 31, 2024 (March 31, 2023: $1,718,711), $247,325 included in interest on long-term debt and other debts and $67,714 in interest on lease liabilities, respectively (March 31, 2023: $756,233 included in interest on long-term debt and other debts, $962,478 in interest on lease liabilities, respectively). The weighted average interest rate used to capitalize the borrowing costs is 8.00% for the three months ended March 31, 2024 (three months ended March 31, 2023: 5.68%).
v3.24.1.u1
EARNINGS PER SHARE
3 Months Ended
Mar. 31, 2024
Disclosure Of Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
Three months ended
March 31, 2024March 31, 2023
$$
Net loss
(21,697,240)(15,583,446)
Basic weighted average number of common shares outstanding226,201,847220,777,661
Basic loss per share
(0.10)(0.07)
Basic weighted average number of common shares outstanding226,201,847220,777,661
Plus dilutive impact of stock options, RSUs, DSUs, and warrants
Diluted weighted average number of common shares outstanding226,201,847220,777,661
Diluted loss per share
(0.10)(0.07)
Excluded from the above calculations for the three months ended March 31, 2024 and 2023 are all outstanding stock options, share warrant obligations, convertible debentures, RSUs, and DSUs, which are deemed to be anti-dilutive.
v3.24.1.u1
SHARE CAPITAL
3 Months Ended
Mar. 31, 2024
Share Capital [Abstract]  
SHARE CAPITAL SHARE CAPITAL
14.1 ATM Program
On June 17, 2022, the Company established an "at-the-market" equity program (the "ATM Program") that allowed 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). On July 19, 2023, the Company terminated its ATM Program which was set to expire in July 2024.
During the three months ended March 31, 2023, the Company issued 2,680,121 common shares pursuant to the ATM Program at an average price of $1.90 per share for aggregate gross proceeds of $5,083,056, and for aggregate net proceeds of $4,955,648 after the deduction of equity issuance fees of $127,408. Equity issuance fees for the three months ended March 31, 2023 were mainly related to net commissions paid ($76,246) to the agents under the ATM Program and legal fees ($51,162).
14.2 December 2022 Offering
On January 17, 2023, the Company closed the over-allotment option with respect to the December 2022 Offering in full, to purchase an additional 2,952,755 Units at a price of $2.54 per unit with respect to the December 2022 Units Offering. This resulted in aggregate gross proceeds to the Group of $7,499,998, and for aggregate net proceeds of $6,835,476 after the deduction of underwriting commission and offering costs of $664,522.
14 - SHARE CAPITAL (CONTINUED)
14.2 December 2022 Offering (continued)
Each Unit consisted of one common share in the capital of the Company and one common share purchase warrant. The allocation of the proceeds between the warrants and the common shares at the issuance date was based on allocating the fair value of the warrants based on the Black-Scholes option pricing model (refer to Note 9.3), with the residual value allocated to the common shares.
Pursuant to the December 2022 Offering over-allotment, the Company issued 2,952,755 common shares of which gross proceeds of $4,592,772 were allocated to the shares, and for net proceeds of $4,175,836 after the deduction of equity issuance fees of $416,936. Equity issuance fees were mainly related to legal costs ($114,294) and net commissions paid to the agents ($302,642).
v3.24.1.u1
SUPPLEMENTAL CASH FLOW DISCLOSURE
3 Months Ended
Mar. 31, 2024
Statement of cash flows [abstract]  
SUPPLEMENTAL CASH FLOW DISCLOSURE SUPPLEMENTAL CASH FLOW DISCLOSURE
The depreciation and amortization is detailed as follows:
Three months ended
March 31, 2024March 31, 2023
$$
Depreciation – property, plant and equipment3,564,3561,990,676
Depreciation – right-of-use assets2,510,7231,551,834
Amortization – intangible assets2,012,2351,371,147
8,087,314 4,913,657 
See Note 4 for additional information related to the depreciation of right-of-use assets.
15 - SUPPLEMENTAL CASH FLOW DISCLOSURE (CONTINUED)
The net change in non-cash working capital is detailed as follows:                        
Three months ended
March 31, 2024March 31, 2023
$$
Inventories7,515,614 (7,587,116)
Accounts receivable(9,446,490)(25,395,951)
Prepaid expenses(2,252,240)(706,031)
Trade and other payables (1)
(10,741,783)10,391,961 
Deferred revenue and other deferred liabilities
(6,206,075)80,752 
(21,130,974)(23,216,385)
(1)The net change in trade and other payables excludes trade and other payables as at March 31, 2024 related to the following non-cash working capital items: $1,111,914 related to the additions of intangible assets and $8,197,410 related to the acquisition of property, plant and equipment and includes trade and other payables as at December 31, 2023 related to the additions of intangible assets of $634,331 and related to the acquisition of property, plant and equipment of $11,750,398.

The net change in trade and other payables excludes trade and other payables as at March 31, 2023 related to the following non-cash working capital items: $665,590 related to the additions of intangible assets and $11,966,566 related to the acquisition of property, plant and equipment and includes trade and other payables as at December 31, 2022 related to the additions of intangible assets of $4,757,926 and related to the acquisition of property, plant and equipment of $16,229,912.
v3.24.1.u1
ENTITY-WIDE DISCLOSURES
3 Months Ended
Mar. 31, 2024
Entity Wide Disclosures [Abstract]  
ENTITY-WIDE DISCLOSURES 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 is divided into the following geographical areas:
Three months ended
March 31, 2024March 31, 2023
Revenue from external customers$$
Canada43,250,85252,436,969
United States12,230,0372,266,436
55,480,88954,703,405
16 - ENTITY-WIDE DISCLOSURES (CONTINUED)

During the three months ended March 31, 2024, 20.4% of the Group's revenue depended on one customer (March 31, 2023: 29.0% of the Group’s revenue depended on two customers).
The Group’s non-current assets are allocated to geographic areas as follows:
March 31, 2024
CanadaUnited StatesTotal
$$$
Other non-current assets6,984,388 192,551 7,176,939 
Property, plant and equipment91,169,977 102,045,387 193,215,364 
Right-of-use assets33,646,641 52,790,770 86,437,411 
Intangible assets168,946,269 8,716,542 177,662,811 
Contract asset13,205,156  13,205,156 
313,952,431 163,745,250 477,697,681 
December 31, 2023
CanadaUnited StatesTotal
$$$
Other non-current assets6,812,370 182,445 6,994,815 
Property, plant and equipment94,684,032 103,852,651 198,536,683 
Right-of-use assets35,469,879 54,193,260 89,663,139 
Intangible assets167,106,057 8,597,200 175,703,257 
Contract asset13,528,646 — 13,528,646 
317,600,984 166,825,556 484,426,540 
Geographical areas are determined according to where the sales take place and according to the location of the long-term assets.
v3.24.1.u1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
Subsequent Event [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTSOn April 18, 2024, the Company announced a reduction of its workforce, which affects approximately 120 employees in overhead and product development functions. These measures are aimed at further reducing its operating expenses and aligning its cost structure to current market dynamics. Restructuring costs of $1,400,000 are estimated to be incurred as part of this reduction.
v3.24.1.u1
SUMMARY OF ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2024
Disclosure Of Significant Accounting Policies Abstract [Abstract]  
Overall considerations Overall considerations
The Group applied the same accounting policies in the preparation of these condensed interim consolidated financial statements as those disclosed in Note 3 of its most recent annual consolidated financial statements for the year ended December 31, 2023, except for the accounting policy described below in Note 3.2 and Note 3.3
When preparing the financial statements, management undertakes a number of judgements, estimates and assumptions about the 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 Group applied the same judgements, estimates and assumptions in the consolidated 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, 2023.
Property, plant and equipment
Property, plant and equipment
Effective January 1, 2024, the Group revised the estimated useful lives of machinery and equipment based on a re-assessment of the expected use to the Group, recent experience of their economic lives, and technological advancement of the recently acquired machinery and equipment. These assets, which were previously depreciated on 7,000 units produced or straight-line over 5 years, are now depreciated on a straight-line basis over 10 years. For the three months ended March 31, 2024, the change in estimate made on a prospective basis did not result in a material reduction of depreciation.
3 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Initial application of new accounting standards and interpretations in the reporting standards Initial application of new accounting standards and interpretations in the reporting standards
Amendments to IAS 1, Presentation of Financial Statements
On January 23, 2020, the IASB issued narrow-scope amendments “Classification of Liability as Current or Non-Current” to IAS 1, Presentation of Financial Statements, to clarify its requirements for the presentation of liabilities in the statement of financial position. The amendments clarify that the classification of liabilities as current or non-current should be based on rights to defer that have substance and exist at the end of the reporting period. The adoption of the amendments as of January 1, 2024 did not have an impact on the Company’s condensed interim consolidated financial statements.
3.4 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 consolidated 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 Company.
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 Company’s consolidated financial statements.
v3.24.1.u1
RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (Tables)
3 Months Ended
Mar. 31, 2024
Lessee, Leases [Abstract]  
Schedule of Disclosure of Right-of-use Assets
Right-of-use assets
PremisesRolling stockEquipmentTotal
$$$$
Balance at January 1, 202479,567,0421,610,1498,485,94889,663,139
Additions293,436293,436
Modifications (855)(4,105)(4,960)
Depreciation expense(1,973,780)(157,626)(538,616)(2,670,022)
Foreign currency translation adjustment(822,277)(21,905) (844,182)
Balance at March 31, 202476,770,9851,723,1997,943,22786,437,411
4 - RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS (CONTINUED)
PremisesRolling stockEquipmentTotal
$$$$
Balance at January 1, 202359,375,1311,133,22360,508,354
Additions29,560,843956,3649,363,28139,880,488
Modifications(2,401,574)(31,868)5,353 (2,428,089)
Depreciation expense(7,766,903)(468,994)(882,686)(9,118,583)
Foreign currency translation adjustment799,54521,424820,969
Balance at December 31, 202379,567,0421,610,1498,485,94889,663,139
Depreciation was recognized as follows :
Three months ended
March 31, 2024March 31, 2023
$$
Administrative expenses144,670119,498
Selling expenses326,779496,049
Cost of sales2,039,274 936,287
Capitalized to property, plant and equipment159,299381,772
2,670,0221,933,606
Schedule of Disclosure of Lease Liabilities
Lease liabilities
$
Balance at January 1, 202491,956,586
Additions293,436
Lease payments(1,992,541)
Modifications(4,960)
Foreign currency translation adjustment(792,800)
Balance at March 31, 202489,459,721
Current portion7,977,519
Non-current portion81,482,202
Balance at January 1, 202363,520,215
Additions36,573,733
Lease payments(6,512,231)
Modifications(2,456,531)
Foreign currency translation adjustment831,400
Balance at December 31, 202391,956,586
Current portion7,984,563
Non-current portion83,972,023
v3.24.1.u1
FINANCIAL ASSETS AND LIABILITIES (Tables)
3 Months Ended
Mar. 31, 2024
Financial Instruments [Abstract]  
Schedule of Disclosure of Financial Assets
The classification of financial instruments is summarized as follows:
ClassificationsMarch 31, 2024December 31, 2023
$$
FINANCIAL ASSETS
Cash
Amortized cost4,800,26029,892,966 
Trade receivablesAmortized cost51,829,50640,621,997 
Incentives and other government assistance receivableAmortized cost25,811,36626,625,156 
FINANCIAL LIABILITIES
Trade and other payablesAmortized cost54,974,85071,856,894
Long-term debt and other debtsAmortized cost257,874,872224,942,365
Conversion options on convertible debt instrumentsFVTPL16,183,76225,034,073
Share warrant obligationsFVTPL22,142,89729,582,203
Schedule of Disclosure of Fair Value Measurement of Liabilities
The classification of financial instruments is summarized as follows:
ClassificationsMarch 31, 2024December 31, 2023
$$
FINANCIAL ASSETS
Cash
Amortized cost4,800,26029,892,966 
Trade receivablesAmortized cost51,829,50640,621,997 
Incentives and other government assistance receivableAmortized cost25,811,36626,625,156 
FINANCIAL LIABILITIES
Trade and other payablesAmortized cost54,974,85071,856,894
Long-term debt and other debtsAmortized cost257,874,872224,942,365
Conversion options on convertible debt instrumentsFVTPL16,183,76225,034,073
Share warrant obligationsFVTPL22,142,89729,582,203
Schedule of Classification of Financial Instruments
The Group’s financial instruments are categorized as follows on the fair value hierarchy:
Fair Value Hierarchy
FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE
Share warrant obligations- publicLevel 1
Share warrant obligations- privateLevel 2
Share warrant obligations- warrants issued to a customerLevel 3
Share warrant obligations- July 2023 warrantsLevel 2
Conversion options on convertible debt instrumentsLevel 3
FINANCIAL INSTRUMENTS MEASURED AT AMORTIZED COST
Long-term debt and other debtsLevel 2
v3.24.1.u1
DEFERRED REVENUE AND OTHER DEFERRED LIABILITIES (Tables)
3 Months Ended
Mar. 31, 2024
Subclassifications of assets, liabilities and equities [abstract]  
Schedule of Deferred Revenue and Other Deferred Liability
Deferred revenue and other deferred liabilities consist of the following:
March 31, 2024December 31, 2023
$$
Deferred revenue related to the U.S. Environmental Protection Agency ("EPA") Clean School Bus Program (Note 6.1)
11,241,95916,293,067
Deferred liabilities related to the non-repayable financial contribution under Project Innovation Program for the Development of a Mobilizing Project (Note 6.2)
1,622,433
Other deferred liabilities735,011351,639
Deferred revenue and other deferred liabilities 11,976,97018,267,139
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS (Tables)
3 Months Ended
Mar. 31, 2024
Financial Instruments [Abstract]  
Schedule of Long-term and Other Debts
March 31, 2024December 31, 2023
$$
Credit Agreement with Banking Syndicate, secured, maturing August 11, 2025 (Note 7.1)
101,000,000 70,000,000 
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2)
23,806,128 23,573,074 
Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.3)
14,909,125 15,124,280 
Loans on research and development tax credits and subsidies receivable (Note 7.4)
22,140,221 22,682,595 
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024 (Note 7.5)
6,402 10,361 
Credit facility for the supplier payment program (Note 7.6)
5,000,0004,363,520
Non-Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.1)
44,760,361 44,532,212 
Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.2)
46,252,635 44,656,323 
257,874,872 224,942,365 
Current portion of long-term debt and other debts27,146,623 27,056,476 
Long-term portion of long-term debt and other debts230,728,249 197,885,889 
As at March 31, 2024, the weighted average all-in interest rate was 7.59%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
SOFR loans in the amount of US$70,000,000
April 2024
6.94%- 7.19%, including spread of 1.50%- 1.75%
US base loans in the amount of US$31,000,000
April 2024
 9.25%- 9.50%, including spread of 0.25%- 0.50%
As at December 31, 2023, the weighted average all-in interest rate was 6.96%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
Loans in the amount of US$70,000,000
January 2024
6.94% - 6.98%, including spread of 1.50%
As at March 31, 2024 and December 31, 2023 , the carrying amounts for Credit Facility for the supplier payment program were as follows:
March 31, 2024December 31, 2023
$$
Carrying amount
Presented in long-term debts and other debts of which suppliers has received payments5,000,0004,363,520
Presented in long-term debts and other debts5,000,0004,363,520
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.6 Credit facility for the supplier payment program (continued)
March 31, 2024December 31, 2023
Range of payment due date
Liabilities that are part of the arrangements120 days after invoice date119 - 120 days after invoice date
Comparable trade payables that are not part of the arrangementsNet 30 daysNet 30 days
The expected volatility was determined by reference to historical data of comparable entities over the expected life of the conversion options on convertible debt instruments .
The Group has recognized the following conversion options on convertible debt instruments:
March 31, 2024December 31, 2023
$$
Beginning balance25,034,07330,342,059
Paid in kind interest2,472,927 3,551,316 
Fair value adjustment(10,746,034)(8,533,552)
Foreign currency translation adjustment(577,204)(325,750)
Ending balance16,183,76225,034,073
Schedule of Non-Convertible Debenture
The Group has recognized the following related to the SIF Loan:
March 31, 2024December 31, 2023
$$
Beginning balance15,124,2806,189,814
Addition 8,903,080 
Accretion expense147,159 403,408 
Foreign currency translation adjustment(362,314)(372,022)
Balance at March 31, 2024
14,909,12515,124,280
The Group has recognized the following related to the Non-Convertible Debenture:
March 31, 2024December 31, 2023
$$
Beginning Balance44,532,21242,237,853
Accretion expense1,298,932 2,346,874 
Foreign currency translation adjustment(1,070,783)(52,515)
Ending balance44,760,36144,532,212
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
Schedule of Convertible Debenture
The Group has recognized the following related to the Convertible Debenture:
March 31, 2024December 31, 2023
$$
Beginning balance44,656,32341,743,240
Accretion expense1,596,312 2,913,083 
Ending balance46,252,63544,656,323
v3.24.1.u1
CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS (Tables)
3 Months Ended
Mar. 31, 2024
Borrowing costs [abstract]  
Schedule of Fair Value Measurement
The fair value of the conversion options on convertible debt instruments was determined using the Black-Scholes or the binomial option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price ($)2.582.58
Share price ($)1.421.77
Volatility59%57%
Risk-free interest rate3.65%3.28%
Expected warrant life (years)4.294.54
Schedule of Non-Convertible Debenture
March 31, 2024December 31, 2023
$$
Credit Agreement with Banking Syndicate, secured, maturing August 11, 2025 (Note 7.1)
101,000,000 70,000,000 
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2)
23,806,128 23,573,074 
Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.3)
14,909,125 15,124,280 
Loans on research and development tax credits and subsidies receivable (Note 7.4)
22,140,221 22,682,595 
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024 (Note 7.5)
6,402 10,361 
Credit facility for the supplier payment program (Note 7.6)
5,000,0004,363,520
Non-Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.1)
44,760,361 44,532,212 
Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.2)
46,252,635 44,656,323 
257,874,872 224,942,365 
Current portion of long-term debt and other debts27,146,623 27,056,476 
Long-term portion of long-term debt and other debts230,728,249 197,885,889 
As at March 31, 2024, the weighted average all-in interest rate was 7.59%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
SOFR loans in the amount of US$70,000,000
April 2024
6.94%- 7.19%, including spread of 1.50%- 1.75%
US base loans in the amount of US$31,000,000
April 2024
 9.25%- 9.50%, including spread of 0.25%- 0.50%
As at December 31, 2023, the weighted average all-in interest rate was 6.96%, including stamping fees and spread, divided as follows:
Repricing dateInterest Rate
Loans in the amount of US$70,000,000
January 2024
6.94% - 6.98%, including spread of 1.50%
As at March 31, 2024 and December 31, 2023 , the carrying amounts for Credit Facility for the supplier payment program were as follows:
March 31, 2024December 31, 2023
$$
Carrying amount
Presented in long-term debts and other debts of which suppliers has received payments5,000,0004,363,520
Presented in long-term debts and other debts5,000,0004,363,520
7 - LONG-TERM DEBT AND OTHER DEBTS (CONTINUED)
7.6 Credit facility for the supplier payment program (continued)
March 31, 2024December 31, 2023
Range of payment due date
Liabilities that are part of the arrangements120 days after invoice date119 - 120 days after invoice date
Comparable trade payables that are not part of the arrangementsNet 30 daysNet 30 days
The expected volatility was determined by reference to historical data of comparable entities over the expected life of the conversion options on convertible debt instruments .
The Group has recognized the following conversion options on convertible debt instruments:
March 31, 2024December 31, 2023
$$
Beginning balance25,034,07330,342,059
Paid in kind interest2,472,927 3,551,316 
Fair value adjustment(10,746,034)(8,533,552)
Foreign currency translation adjustment(577,204)(325,750)
Ending balance16,183,76225,034,073
v3.24.1.u1
SHARE WARRANT OBLIGATIONS (Tables)
3 Months Ended
Mar. 31, 2024
Subclassifications of assets, liabilities and equities [abstract]  
Schedule of Disclosure of Fair Value Assumptions
The fair value of the Warrant was determined using the Black-Scholes option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price ($)5.665.66
Share price ($)1.421.77
Volatility59%57%
Risk-free interest rate3.59%3.30%
Expected warrant life (years)4.254.50
The fair value of the public Business Combination Warrants was determined using their market trading price as follows:
March 31, 2024December 31, 2023
Warrant price ($)0.03 0.05
The fair value of the 2022 Warrants was determined using their market trading price as follows:
March 31, 2024December 31, 2023
Warrant price ($)0.32 0.41
Schedule of Explanation of Significant Changes in Contract Assets and Share Warrant Obligation
The Group has recognized the following contract asset and share warrant obligation:
March 31, 2024December 31, 2023
Contract asset$$
Beginning Balance 13,528,64613,211,006
Foreign currency translation adjustment(323,490)317,640
Ending Balance 13,205,15613,528,646
9 - SHARE WARRANT OBLIGATIONS (CONTINUED)
9.1 Warrants issued to a customer (continued)
March 31, 2024December 31, 2023
Share warrant obligation$$
Beginning Balance1,897,7912,172,269
Fair value adjustment(625,492)(262,569)
Foreign currency translation adjustment(42,833)(11,909)
Ending Balance1,229,4661,897,791
Schedule of Disclosure of Fair Value of Private Warrants
The fair value of the private Business Combination Warrants was determined using the Black-Scholes option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price ($)11.5011.50
Share price ($)1.421.77
Volatility53%53%
Risk-free interest rate4.15%3.81%
Expected warrant life (years)2.082.33
he fair value of the warrants was determined using the Black-Scholes option pricing model taking into account the following assumptions:
March 31, 2024December 31, 2023
Exercise price (C$)2.812.81
Share price (C$)1.932.36
Volatility59%57%
Risk-free interest rate3.65%3.28%
Expected warrant life (years)4.294.54
Schedule of Disclosure of Warrant Obligations
The Group has recognized the following Business Combination Warrant obligations:
Public warrantsPrivate warrantsTotal
$$$
Beginning balance at January 1, 2024905,737177,1831,082,920
Fair value adjustment(177,959)(131,101)(309,060)
Foreign currency translation adjustment(20,514)(3,670)(24,184)
Balance at March 31, 2024707,26442,412749,676
Public warrantsPrivate warrantsTotal
$$$
Beginning balance at January 1, 20237,075,767914,8817,990,648
Fair value adjustment(6,173,511)(727,873)(6,901,384)
Foreign currency translation adjustment3,481 (9,825)(6,344)
Balance at December 31, 2023905,737177,1831,082,920
The Group has recognized the following warrant obligation:
March 31, 2024December 31, 2023
$$
Beginning balance8,558,06613,080,646
Additions 2,907,226 
Fair value adjustment(999,413)(7,378,042)
Foreign currency translation adjustment(207,634)(51,764)
Ending balance7,351,0198,558,066
The expected volatility was determined by reference to historical data of comparable entities over the expected life of the warrants. The Group has recognized the following warrant obligation:
March 31, 2024December 31, 2023
$$
Beginning balance18,043,42624,767,843
Fair value adjustment(4,815,280)(6,421,117)
Foreign currency translation adjustment(415,410)(303,300)
Ending balance12,812,73618,043,426
v3.24.1.u1
SHARE-BASED COMPENSATION (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangements [Abstract]  
Schedule of Disclosure of Share-based Payment Arrangements Compensation Expense
Compensation expense related to the share-based compensation was recognized in the consolidated statements of loss and comprehensive loss as follows:

Three months ended
March 31, 2024March 31, 2023
$$
Administrative expenses319,9241,039,866
Selling expenses80,712373,977
400,6361,413,843
Schedule of Disclosure of Outstanding Options
The following table summarizes the outstanding options as at March 31, 2024 and 2023 and changes during the
three months then ended:
March 31, 2024March 31, 2023
Number of stock optionsWeighted average exercise priceNumber of stock optionsWeighted average exercise price
C$C$
Outstanding, beginning of period10,759,5831.659,547,1852.11
Granted1,543,7932.75
Forfeited(25,248)2.75
Outstanding, end of period10,734,3351.6511,090,9782.20
Exercisable, end of period9,243,2641.327,755,1071.35
The description of the Company's stock option plan is included in Note 16 of annual consolidated financial statements for the year ended December 31, 2023.
Schedule of Disclosure of Equity Instruments Measured at Fair Value
The following table summarizes the outstanding options as at March 31, 2024 and 2023 and changes during the
three months then ended:
March 31, 2024March 31, 2023
Number of restricted share unitsWeighted average exercise priceNumber of restricted share unitsWeighted average exercise price
C$C$
Outstanding, beginning of period897,2403.99297,6588.35
Granted811,4582.75
Settled(1,628)23.02
Forfeited(25,033)2.75(3,613)6.92
Outstanding, end of period870,5794.041,105,5034.24
Vested, end of period

March 31, 2024March 31, 2023
Number of deferred share unitsWeighted average exercise priceNumber of deferred share unitsWeighted average exercise price
C$C$
Outstanding, beginning of period779,9753.21301,0914.23
Settled(30,981)2.79
Outstanding, end of period748,9943.23301,0914.23
Vested, end of period748,9943.23301,0914.23
v3.24.1.u1
RESTRUCTURING COSTS (Tables)
3 Months Ended
Mar. 31, 2024
Subclassifications of assets, liabilities and equities [abstract]  
Schedule of Disclosure of Activities Related to the Restructuring
The following table summarizes the activities related to the restructuring:
March 31, 2024December 31, 2023
$$
Liability beginning of period711,622
Expenses1,426,487
Payments(711,622)(714,865)
Liability end of period711,622
v3.24.1.u1
FINANCE COSTS (Tables)
3 Months Ended
Mar. 31, 2024
Finance Costs [Abstract]  
Schedule of Disclosure of Finance Costs
Finance costs for the reporting periods consist of the following:
Three months ended
March 31, 2024March 31, 2023
$$
Interest on long-term debt and other debtsa
6,664,8111,046,648
Interest on lease liabilitiesa
1,190,48936,425
Accretion expense3,026,073
Financing cost262,168435,212
Other(525,800)(97,931)
10,617,7411,420,354

a.Net of capitalized borrowing costs of $315,039 for the three months ended March 31, 2024 (March 31, 2023: $1,718,711), $247,325 included in interest on long-term debt and other debts and $67,714 in interest on lease liabilities, respectively (March 31, 2023: $756,233 included in interest on long-term debt and other debts, $962,478 in interest on lease liabilities, respectively). The weighted average interest rate used to capitalize the borrowing costs is 8.00% for the three months ended March 31, 2024 (three months ended March 31, 2023: 5.68%).
v3.24.1.u1
EARNINGS PER SHARE (Tables)
3 Months Ended
Mar. 31, 2024
Disclosure Of Earnings Per Share [Abstract]  
Schedule of Disclosure of Outstanding Stock Options, Share Warrant Obligations, RSUs and DSUs
Three months ended
March 31, 2024March 31, 2023
$$
Net loss
(21,697,240)(15,583,446)
Basic weighted average number of common shares outstanding226,201,847220,777,661
Basic loss per share
(0.10)(0.07)
Basic weighted average number of common shares outstanding226,201,847220,777,661
Plus dilutive impact of stock options, RSUs, DSUs, and warrants
Diluted weighted average number of common shares outstanding226,201,847220,777,661
Diluted loss per share
(0.10)(0.07)
v3.24.1.u1
SUPPLEMENTAL CASH FLOW DISCLOSURE (Tables)
3 Months Ended
Mar. 31, 2024
Statement of cash flows [abstract]  
Schedule of Depreciation and Amortization
The depreciation and amortization is detailed as follows:
Three months ended
March 31, 2024March 31, 2023
$$
Depreciation – property, plant and equipment3,564,3561,990,676
Depreciation – right-of-use assets2,510,7231,551,834
Amortization – intangible assets2,012,2351,371,147
8,087,314 4,913,657 
Schedule of Change In Non-cash Working Capital Items
The net change in non-cash working capital is detailed as follows:                        
Three months ended
March 31, 2024March 31, 2023
$$
Inventories7,515,614 (7,587,116)
Accounts receivable(9,446,490)(25,395,951)
Prepaid expenses(2,252,240)(706,031)
Trade and other payables (1)
(10,741,783)10,391,961 
Deferred revenue and other deferred liabilities
(6,206,075)80,752 
(21,130,974)(23,216,385)
(1)The net change in trade and other payables excludes trade and other payables as at March 31, 2024 related to the following non-cash working capital items: $1,111,914 related to the additions of intangible assets and $8,197,410 related to the acquisition of property, plant and equipment and includes trade and other payables as at December 31, 2023 related to the additions of intangible assets of $634,331 and related to the acquisition of property, plant and equipment of $11,750,398.

The net change in trade and other payables excludes trade and other payables as at March 31, 2023 related to the following non-cash working capital items: $665,590 related to the additions of intangible assets and $11,966,566 related to the acquisition of property, plant and equipment and includes trade and other payables as at December 31, 2022 related to the additions of intangible assets of $4,757,926 and related to the acquisition of property, plant and equipment of $16,229,912.
v3.24.1.u1
ENTITY-WIDE DISCLOSURES (Tables)
3 Months Ended
Mar. 31, 2024
Entity Wide Disclosures [Abstract]  
Schedule of Disclosure of Group's Revenue From External Customers That Are Divided Into Geographical Areas
The Group’s revenue from external customers is divided into the following geographical areas:
Three months ended
March 31, 2024March 31, 2023
Revenue from external customers$$
Canada43,250,85252,436,969
United States12,230,0372,266,436
55,480,88954,703,405
Schedule of Disclosure of Non-current Assets Allocated To Geographic Areas
The Group’s non-current assets are allocated to geographic areas as follows:
March 31, 2024
CanadaUnited StatesTotal
$$$
Other non-current assets6,984,388 192,551 7,176,939 
Property, plant and equipment91,169,977 102,045,387 193,215,364 
Right-of-use assets33,646,641 52,790,770 86,437,411 
Intangible assets168,946,269 8,716,542 177,662,811 
Contract asset13,205,156  13,205,156 
313,952,431 163,745,250 477,697,681 
December 31, 2023
CanadaUnited StatesTotal
$$$
Other non-current assets6,812,370 182,445 6,994,815 
Property, plant and equipment94,684,032 103,852,651 198,536,683 
Right-of-use assets35,469,879 54,193,260 89,663,139 
Intangible assets167,106,057 8,597,200 175,703,257 
Contract asset13,528,646 — 13,528,646 
317,600,984 166,825,556 484,426,540 
v3.24.1.u1
BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE WITH IFRS (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Jan. 25, 2022
Aug. 11, 2021
Disclosure of detailed information about borrowings [line items]        
Cash $ 4,800,260 $ 29,892,966    
Accounts receivable and inventories net of trade and other payables 243,160,938      
Revolving Credit Facility, Revolving Credit Agreement        
Disclosure of detailed information about borrowings [line items]        
Notional amount 146,000,000   $ 200,000,000 $ 100,000,000
Amount drawn $ 101,000,000      
Minimum availability test 12.50%      
Remaining availability $ 26,000,000      
v3.24.1.u1
SUMMARY OF ACCOUNTING POLICIES (Details) - Machinery and Equipment
number in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Disclosure of initial application of standards or interpretations [line items]    
Estimated useful lives (in units)   7
Estimated useful lives (in years) 10 years 5 years
v3.24.1.u1
RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS - Narrative (Details)
3 Months Ended
Feb. 02, 2023
USD ($)
Feb. 02, 2023
CAD ($)
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Disclosure of significant unobservable inputs used in fair value measurement of assets [line items]        
Purchase price $ 20,909,566 $ 28,000,000    
Net proceeds 20,506,589      
Selling and legal expenses 484,994      
Additions $ 3,306,755   $ 293,436 $ 39,880,488
Lease term (in years) 20 years 20 years    
Bottom of Range        
Disclosure of significant unobservable inputs used in fair value measurement of assets [line items]        
Lease term (in years)     1 year  
Top of Range        
Disclosure of significant unobservable inputs used in fair value measurement of assets [line items]        
Lease term (in years)     40 years  
v3.24.1.u1
RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS - Schedule of Right-of-use Assets (Details) - USD ($)
3 Months Ended
Feb. 02, 2023
Mar. 31, 2024
Mar. 31, 2023
Disclosure of detailed information about property, plant and equipment [line items]      
Right-of-use assets, beginning balance   $ 89,663,139 $ 60,508,354
Additions $ 3,306,755 293,436 39,880,488
Modifications   (4,960) (2,428,089)
Depreciation expense   (2,670,022) (9,118,583)
Foreign currency translation adjustment   (844,182) 820,969
Right-of-use assets, ending balance   86,437,411  
Premises      
Disclosure of detailed information about property, plant and equipment [line items]      
Right-of-use assets, beginning balance   79,567,042 59,375,131
Additions   0 29,560,843
Modifications   0 (2,401,574)
Depreciation expense   (1,973,780) (7,766,903)
Foreign currency translation adjustment   (822,277) 799,545
Right-of-use assets, ending balance   76,770,985  
Rolling stock      
Disclosure of detailed information about property, plant and equipment [line items]      
Right-of-use assets, beginning balance   1,610,149 1,133,223
Additions   293,436 956,364
Modifications   (855) (31,868)
Depreciation expense   (157,626) (468,994)
Foreign currency translation adjustment   (21,905) 21,424
Right-of-use assets, ending balance   1,723,199  
Equipment      
Disclosure of detailed information about property, plant and equipment [line items]      
Right-of-use assets, beginning balance   8,485,948 0
Additions   0 9,363,281
Modifications   (4,105) 5,353
Depreciation expense   (538,616) (882,686)
Foreign currency translation adjustment   0 $ 0
Right-of-use assets, ending balance   $ 7,943,227  
v3.24.1.u1
RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS - Schedule of Deprecation Recognized in Right-of-use Assets (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disclosure of attribution of expenses by nature to their function [line items]    
Depreciation expense $ 2,670,022 $ 1,933,606
Administrative expenses    
Disclosure of attribution of expenses by nature to their function [line items]    
Depreciation expense 144,670 119,498
Selling expenses    
Disclosure of attribution of expenses by nature to their function [line items]    
Depreciation expense 326,779 496,049
Cost of sales    
Disclosure of attribution of expenses by nature to their function [line items]    
Depreciation expense 2,039,274 936,287
Capitalized to property, plant and equipment    
Disclosure of attribution of expenses by nature to their function [line items]    
Depreciation expense $ 159,299 $ 381,772
v3.24.1.u1
RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS - Schedule of Lease Liabilities (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Lessee, Leases [Abstract]    
Lease liabilities, beginning balance $ 91,956,586 $ 63,520,215
Additions 293,436 36,573,733
Lease payments (1,992,541) (6,512,231)
Modifications (4,960) (2,456,531)
Foreign currency translation adjustment (792,800) 831,400
Lease liabilities, ending balance 89,459,721 91,956,586
Current portion 7,977,519 7,984,563
Non-current portion $ 81,482,202 $ 83,972,023
v3.24.1.u1
FINANCIAL ASSETS AND LIABILITIES - Schedule of Classification of Financial Instruments (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Amortized cost | Trade and other payables    
Disclosure of detailed information about financial instruments [line items]    
FINANCIAL LIABILITIES $ 54,974,850 $ 71,856,894
Amortized cost | Long-term debt and other debts | Long-term debt and other debts    
Disclosure of detailed information about financial instruments [line items]    
FINANCIAL LIABILITIES 257,874,872 224,942,365
FVTPL | Conversion options on convertible debt instruments    
Disclosure of detailed information about financial instruments [line items]    
FINANCIAL LIABILITIES 16,183,762 25,034,073
FVTPL | Share warrant obligations    
Disclosure of detailed information about financial instruments [line items]    
FINANCIAL LIABILITIES 22,142,897 29,582,203
Amortized cost | Cash    
Disclosure of detailed information about financial instruments [line items]    
FINANCIAL ASSETS 4,800,260 29,892,966
Amortized cost | Trade receivables    
Disclosure of detailed information about financial instruments [line items]    
FINANCIAL ASSETS 51,829,506 40,621,997
Amortized cost | Incentives and other government assistance receivable    
Disclosure of detailed information about financial instruments [line items]    
FINANCIAL ASSETS $ 25,811,366 $ 26,625,156
v3.24.1.u1
FINANCIAL ASSETS AND LIABILITIES - Narrative (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Share Price      
Disclosure of detailed information about financial instruments [line items]      
Sensitivity analysis, increase in share price (as a percent) 5.00%    
Sensitivity analysis, decrease in share price (as a percent) 5.00%    
Share Price | Warrant      
Disclosure of detailed information about financial instruments [line items]      
Impact of 5% increase (decrease) in value of share price $ 1,223,521 $ 290,084  
Impact of 5% decrease in value of share price (1,192,304) 272,203  
Warrant Price | Warrant      
Disclosure of detailed information about financial instruments [line items]      
Impact of 5% increase (decrease) in value of share price 400,274 $ (863,576)  
Conversion Option Price | Warrant      
Disclosure of detailed information about financial instruments [line items]      
Impact of 5% increase (decrease) in value of share price 1,397,533    
Impact of 5% decrease in value of share price (1,362,412)    
SIF and IQ Loan | Amortized cost | Borrowings      
Disclosure of detailed information about financial instruments [line items]      
FINANCIAL LIABILITIES 38,715,253   $ 38,697,354
SIF and IQ Loan | FVTPL | Borrowings      
Disclosure of detailed information about financial instruments [line items]      
FINANCIAL LIABILITIES $ 27,041,734   $ 27,744,314
v3.24.1.u1
DEFERRED REVENUE AND OTHER DEFERRED LIABILITIES- Schedule of Deferred Revenue and Other Deferred Liability (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Disclosure of detailed information about borrowings [line items]    
Deferred revenue and other deferred liabilities $ 11,976,970 $ 18,267,139
Environmental Protection Agency Fund Availability    
Disclosure of detailed information about borrowings [line items]    
Deferred revenue and other deferred liabilities 11,241,959 16,293,067
Development of a Mobilizing Project    
Disclosure of detailed information about borrowings [line items]    
Deferred revenue and other deferred liabilities 0 1,622,433
Other Deferred Liabilities    
Disclosure of detailed information about borrowings [line items]    
Deferred revenue and other deferred liabilities $ 735,011 $ 351,639
v3.24.1.u1
DEFERRED REVENUE AND OTHER DEFERRED LIABILITIES - Narrative (Details)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 28, 2023
USD ($)
Jul. 19, 2023
CAD ($)
Apr. 25, 2023
USD ($)
Apr. 24, 2023
USD ($)
Apr. 21, 2023
USD ($)
Apr. 21, 2023
CAD ($)
Mar. 20, 2023
CAD ($)
May 31, 2022
USD ($)
Jul. 01, 2021
CAD ($)
Disclosure of detailed information about borrowings [line items]                      
Borrowings $ 257,874,872 $ 224,942,365                  
Investissement Quebec Loan                      
Disclosure of detailed information about borrowings [line items]                      
Borrowings $ 23,806,128 $ 23,573,074   $ 50,000,000         $ 26,991,772   $ 50,000,000
Government assistance             $ 7,013,566 $ 9,446,572      
Environmental Protection Agency Fund Availability                      
Disclosure of detailed information about borrowings [line items]                      
Undrawn borrowing facilities     $ 500,000,000   $ 400,000,000 $ 945,000,000       $ 500,000,000  
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS - Schedule of Borrowings (Details)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jul. 19, 2023
CAD ($)
Mar. 20, 2023
CAD ($)
Dec. 31, 2022
USD ($)
Aug. 19, 2021
CAD ($)
Jul. 01, 2021
CAD ($)
Disclosure of detailed information about borrowings [line items]              
Borrowings $ 257,874,872 $ 224,942,365          
Current portion of long-term debt and other debts 27,146,623 27,056,476          
Long-term portion of long-term debt and other debts 230,728,249 197,885,889          
Credit Agreement with Banking Syndicate, secured, maturing August 11, 2025 (Note 7.1)              
Disclosure of detailed information about borrowings [line items]              
Borrowings 101,000,000 70,000,000          
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2)              
Disclosure of detailed information about borrowings [line items]              
Borrowings 23,806,128 23,573,074 $ 50,000,000 $ 26,991,772     $ 50,000,000
Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.3)              
Disclosure of detailed information about borrowings [line items]              
Borrowings 14,909,125 15,124,280     $ 6,189,814 $ 49,950,000  
Loans on research and development tax credits and subsidies receivable (Note 7.4)              
Disclosure of detailed information about borrowings [line items]              
Borrowings 22,140,221 22,682,595          
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024 (Note 7.5)              
Disclosure of detailed information about borrowings [line items]              
Borrowings 6,402 10,361          
Credit facility for the supplier payment program (Note 7.6)              
Disclosure of detailed information about borrowings [line items]              
Borrowings 5,000,000 4,363,520          
Non-Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.1)              
Disclosure of detailed information about borrowings [line items]              
Borrowings 44,760,361 44,532,212          
Convertible Debentures issued as part of 2023 Debenture Financing (Note 7.7, Note 7.7.2)              
Disclosure of detailed information about borrowings [line items]              
Borrowings $ 46,252,635 $ 44,656,323          
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS - Narrative (Details)
3 Months Ended 12 Months Ended
Jul. 19, 2023
CAD ($)
Feb. 08, 2023
USD ($)
Nov. 08, 2022
USD ($)
Nov. 08, 2022
CAD ($)
Aug. 19, 2021
CAD ($)
Jul. 01, 2021
CAD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jul. 31, 2023
CAD ($)
Jul. 19, 2023
USD ($)
Jul. 19, 2023
CAD ($)
Mar. 20, 2023
CAD ($)
Dec. 31, 2022
USD ($)
Jan. 25, 2022
USD ($)
Aug. 11, 2021
USD ($)
Disclosure of detailed information about borrowings [line items]                              
Borrowings             $ 257,874,872 $ 224,942,365              
Development Costs [Member]                              
Disclosure of detailed information about borrowings [line items]                              
Decrease through government assistance             310,311 310,311              
Government Assistance Receivables                              
Disclosure of detailed information about borrowings [line items]                              
Reduction in property, plant and equipment             3,849,847 3,849,847              
Revolving Credit Facility, Revolving Credit Agreement                              
Disclosure of detailed information about borrowings [line items]                              
Notional amount             146,000,000             $ 200,000,000 $ 100,000,000
Debt, extended maturity (in years)                           1 year  
Borrowings availability llock                 $ 10,000,000            
Borrowings availability block, threshold (as a percent)                 30.00%            
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2)                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings           $ 50,000,000 23,806,128 23,573,074     $ 50,000,000 $ 26,991,772      
Proportion of amount disbursed forgiven (as a percent)           30.00%                  
Eligible reimbursement on incurred debt cost $ 50,000,000                            
Borrowings, interest rate (as a percent)           4.41%                  
Borrowings maturity, term (in years)           10 years                  
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2) | Bottom of Range                              
Disclosure of detailed information about borrowings [line items]                              
Non-compliance financial penalties                     3,000,000        
Investissement Quebec secured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.2) | Top of Range                              
Disclosure of detailed information about borrowings [line items]                              
Non-compliance financial penalties                     $ 15,000,000        
Strategic Innovation Fund of the Government of Canada unsecured loan related to Battery Manufacturing Plant and Innovation Center (Note 7.3)                              
Disclosure of detailed information about borrowings [line items]                              
Notional amount             21,456,531 21,982,156              
Borrowings         $ 49,950,000   $ 14,909,125 15,124,280         $ 6,189,814    
Proportion of amount disbursed forgiven (as a percent)         30.00%                    
Borrowings maturity, term (in years)         15 years                    
Discount rate (as a percent)             4.03%                
Borrowings, fair value             $ 7,329,216 7,329,216              
Loans on research and development tax credits and subsidies receivable (Note 7.4)                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings             22,140,221 22,682,595              
Borrowings, interest rate (as a percent)       10.95%                      
Maximum borrowing capacity       $ 30,000,000                      
Advances     $ 22,233,751 $ 30,000,000                      
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024 (Note 7.5)                              
Disclosure of detailed information about borrowings [line items]                              
Notional amount             15,998 19,283              
Borrowings             $ 6,402 10,361              
Borrowings, interest rate (as a percent)             2.35%                
Secured loans for the acquisition of rolling stock, maturing between December 2023 and August 2024 (Note 7.5) | Bottom of Range                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings, interest rate (as a percent)             2.35%                
Credit Facility                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings   $ 5,000,000                          
Credit Facility | Bottom of Range                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings maturity, term (in years)   30 days                          
Credit Facility | Top of Range                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings maturity, term (in years)   120 days                          
Secured Overnight Financing Rate (SOFR)                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings, interest rate (as a percent)   1.50%                          
Non Convertible Debentures                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings             $ 44,760,361 44,532,212   $ 42,237,853     42,237,853    
Borrowings, interest rate (as a percent)                   11.00% 11.00%        
Borrowings maturity, term (in years) 30 days                            
Maximum borrowing capacity                   $ 44,148,002          
Borrowings, interest rate (as a percent)                   100.00% 100.00%        
Debt instrument, covenant, default period (in days) 15 days                            
Convertible Debenture                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings             $ 46,252,635 $ 44,656,323   $ 41,743,240     $ 41,743,240    
Borrowings, interest rate (as a percent)                   0.75% 0.75%        
Maximum borrowing capacity                   $ 43,662,941          
Borrowings, interest rate (as a percent)             150.00%                
Senior Unsecured Convertible Debentures                              
Disclosure of detailed information about borrowings [line items]                              
Borrowings, interest rate (as a percent)                   13.00% 13.00%        
Maximum borrowing capacity                   $ 74,005,000          
Debt instrument, covenant, default period (in days) 15 days                            
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS - Schedule of Weighted Average All-In Interest Rate (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Disclosure of detailed information about borrowings [line items]    
Long-term debt, carrying amount $ 257,874,872 $ 224,942,365
Revolving Credit Facility, Revolving Credit Agreement, SOFR Loans US    
Disclosure of detailed information about borrowings [line items]    
Long-term debt, carrying amount $ 70,000,000  
Revolving Credit Facility, Revolving Credit Agreement, SOFR Loans US | Top of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 7.19%  
Revolving Credit Facility, Revolving Credit Agreement, SOFR Loans US | Bottom of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 6.94%  
Revolving Credit Facility, Revolving Credit Agreement, SOFR Loans US | Stamping Fee Rate | Top of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 1.75%  
Revolving Credit Facility, Revolving Credit Agreement, SOFR Loans US | Stamping Fee Rate | Bottom of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 1.50%  
Revolving Credit Facility, Revolving Credit Agreement, Base Loans US    
Disclosure of detailed information about borrowings [line items]    
Long-term debt, carrying amount $ 31,000,000  
Revolving Credit Facility, Revolving Credit Agreement, Base Loans US | Top of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 9.50%  
Revolving Credit Facility, Revolving Credit Agreement, Base Loans US | Bottom of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 9.25%  
Revolving Credit Facility, Revolving Credit Agreement, Base Loans US | Stamping Fee Rate | Top of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 0.50%  
Revolving Credit Facility, Revolving Credit Agreement, Base Loans US | Stamping Fee Rate | Bottom of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 0.25%  
Revolving Credit Facility, Revolving Credit Agreement | Weighted Average    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent) 7.59% 6.96%
Revolving Credit Facility, Revolving Credit Agreement, US    
Disclosure of detailed information about borrowings [line items]    
Long-term debt, carrying amount   $ 70,000,000
Revolving Credit Facility, Revolving Credit Agreement, US | Top of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent)   6.98%
Revolving Credit Facility, Revolving Credit Agreement, US | Bottom of Range    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent)   6.94%
Revolving Credit Facility, Revolving Credit Agreement, US | Stamping Fee Rate    
Disclosure of detailed information about borrowings [line items]    
Borrowings, interest rate (as a percent)   1.50%
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS - Schedule of Credit Facility (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Presented in long-term debts and other debts of which suppliers has received payments    
Disclosure of detailed information about borrowings [line items]    
Carrying amount $ 5,000,000 $ 4,363,520
Credit facility for the supplier payment program (Note 7.6)    
Disclosure of detailed information about borrowings [line items]    
Carrying amount $ 5,000,000 $ 4,363,520
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS - Schedule of Senior Secured Non-Convertible Debentures Issued as Part of the 2023 Debenture Financing (Details)
Jul. 19, 2023
USD ($)
shares
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jul. 19, 2023
CAD ($)
Jul. 19, 2023
USD ($)
Dec. 31, 2022
USD ($)
Disclosure of detailed information about borrowings [line items]            
Borrowings   $ 257,874,872 $ 224,942,365      
Public warrants            
Disclosure of detailed information about borrowings [line items]            
Warrant liability   7,351,019 8,558,066     $ 13,080,646
2023 Debenture Financing            
Disclosure of detailed information about borrowings [line items]            
Proceeds from the 2023 Debentures Financing $ 142,920,845          
Borrowings   $ 16,183,762 25,034,073     30,342,059
Convertible Debenture            
Disclosure of detailed information about borrowings [line items]            
Maximum borrowing capacity         $ 43,662,941  
Financing fees $ 1,919,701          
Borrowings, interest rate (as a percent)       0.75% 0.75%  
Borrowings, interest rate (as a percent)   150.00%        
Default threshold amount for payment acceleration         $ 15,000,000  
Borrowings   $ 46,252,635 44,656,323   $ 41,743,240 41,743,240
Effective interest rate (as a percent)       21.02% 21.02%  
Issuance of shares through "at-the-market" equity program (in shares) | shares 258,155          
Conversion Option on Convertible Debentures            
Disclosure of detailed information about borrowings [line items]            
Maximum borrowing capacity         $ 30,342,059  
Non-Convertible Debentures and July 2023 Warrants            
Disclosure of detailed information about borrowings [line items]            
Maximum borrowing capacity       $ 90,900,000 68,915,845  
Non Convertible Debentures            
Disclosure of detailed information about borrowings [line items]            
Maximum borrowing capacity         $ 44,148,002  
Financing fees $ 1,910,149          
Borrowings, interest rate (as a percent)       11.00% 11.00%  
Borrowings maturity, term (in years) 30 days          
Borrowings, interest rate (as a percent)       100.00% 100.00%  
Default threshold amount for payment acceleration         $ 15,000,000  
Borrowings   44,760,361 44,532,212   $ 42,237,853 42,237,853
Effective interest rate (as a percent)       22.54% 22.54%  
Senior Unsecured Convertible Debentures            
Disclosure of detailed information about borrowings [line items]            
Maximum borrowing capacity         $ 74,005,000  
Borrowings, interest rate (as a percent)       13.00% 13.00%  
Non-Convertible Debentures, Warrants | Public warrants            
Disclosure of detailed information about borrowings [line items]            
Warrant liability   $ 12,812,736 $ 18,043,426     $ 24,767,843
v3.24.1.u1
LONG-TERM DEBT AND OTHER DEBTS - Schedule of Convertible and Non-Convertible Debentures (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Beginning balance $ 224,942,365  
Ending balance 257,874,872 $ 224,942,365
Convertible Debenture    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Beginning balance 44,656,323 41,743,240
Accretion expense 1,596,312 2,913,083
Ending balance 46,252,635 44,656,323
Non Convertible Debentures    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Beginning balance 44,532,212 42,237,853
Accretion expense 1,298,932 2,346,874
Foreign currency translation adjustment (1,070,783) (52,515)
Ending balance 44,760,361 44,532,212
SIF Loan    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Beginning balance 15,124,280 6,189,814
Addition 0 8,903,080
Accretion expense 147,159 403,408
Foreign currency translation adjustment (362,314) (372,022)
Ending balance $ 14,909,125 $ 15,124,280
v3.24.1.u1
CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS - Narrative (Details)
3 Months Ended
Mar. 31, 2024
tradingDay
$ / shares
May 06, 2021
$ / shares
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Warrant, exercise price (in USD per share) | $ / shares $ 2.58 $ 11.50
Weighted average share (as a percent) 20.00%  
Weighted average price consecutive trading days | tradingDay 5  
Convertible Debenture    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Borrowings, interest rate (as a percent) 150.00%  
v3.24.1.u1
CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS - Schedule of Disclosure of Fair Value Assumptions (Details) - Option Pricing Model
3 Months Ended 12 Months Ended
Mar. 31, 2024
$ / shares
Dec. 31, 2023
$ / shares
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Share price ($) (in USD per share) $ 1.42 $ 1.77
Convertible Debenture | Derivatives    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Exercise price ($) (in USD per share) 2.58 2.58
Share price ($) (in USD per share) $ 1.42 $ 1.77
Expected warrant life (years) 4 years 3 months 14 days 4 years 6 months 14 days
Convertible Debenture | Volatility | Derivatives    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Warrant assumptions (as a percent) 0.59 0.57
Convertible Debenture | Risk-free interest rate | Derivatives    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Warrant assumptions (as a percent) 0.0365 0.0328
v3.24.1.u1
CONVERSION OPTIONS ON CONVERTIBLE DEBT INSTRUMENTS - Schedule of Conversion Options on Convertible Debt Instruments (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Beginning balance $ 224,942,365  
Ending balance 257,874,872 $ 224,942,365
2023 Debenture Financing    
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]    
Beginning balance 25,034,073 30,342,059
Paid in kind interest 2,472,927 3,551,316
Fair value adjustment (10,746,034) (8,533,552)
Foreign currency translation adjustment (577,204) (325,750)
Ending balance $ 16,183,762 $ 25,034,073
v3.24.1.u1
SHARE WARRANT OBLIGATIONS - Narrative (Details)
3 Months Ended
Jul. 19, 2023
shares
tradingDay
$ / shares
Jan. 17, 2023
USD ($)
shares
Dec. 16, 2022
$ / shares
shares
May 06, 2021
d
$ / shares
shares
Jul. 01, 2020
$ / shares
shares
Mar. 31, 2024
USD ($)
shares
tradingDay
$ / shares
Mar. 31, 2023
USD ($)
shares
Dec. 31, 2023
shares
Asset Acquisition [Line Items]                
Weighted average share price, warrant (in USD per share) | $ / shares         $ 5.66      
Number of securities called by each warrant (in shares)       1        
Warrant, exercise price (in USD per share) | $ / shares       $ 11.50   $ 2.58    
Warrants outstanding (in shares)           27,111,323   27,111,323
Proceeds from the issuance of warrants through the December 2022 Offering | $           $ 0 $ 2,907,226  
Weighted average price consecutive trading days | tradingDay           5    
Over-Allotment Option                
Asset Acquisition [Line Items]                
Issuance of shares through "at-the-market" equity program (in shares)   2,952,755            
Public warrants                
Asset Acquisition [Line Items]                
Number of securities called by each warrant (in shares)     1          
Warrant, exercise price (in USD per share) | $ / shares     $ 2.80          
Warrants outstanding (in shares)           15,972,364    
Warrants, company option, exercise price (in USD per share) | $ / shares       0.01        
Warrants, company option, minimum share price, enabling company option (in USD per share) | $ / shares       $ 18.00        
Warrants, company option, number of trading day period, in which share price is above required threshold | d       20        
Warrants, company option, total trading day period | d       30        
Number of warrants issued (in shares)     19,685,040          
Warrants, expiration period (in years)     5 years          
Proceeds from the issuance of warrants through the December 2022 Offering | $   $ 2,907,226            
Warrant issue related cost | $   247,586            
Legal and other professional fees | $   58,916            
Fee and commission expense | $   $ 188,670            
Private warrants                
Asset Acquisition [Line Items]                
Warrants outstanding (in shares)           11,138,959    
Warrant, Debenture Financing                
Asset Acquisition [Line Items]                
Weighted average share price, warrant (in USD per share) | $ / shares $ 2.81              
Number of stock options, Exercisable (in shares) 22,500,000              
Weighted average price consecutive trading days | tradingDay 5              
Northern Genesis Acquisition Corp.                
Asset Acquisition [Line Items]                
Warrants outstanding (in shares)       27,111,741        
Minimum                
Asset Acquisition [Line Items]                
Spending of warrant | $           $ 1,200,000,000    
The Warrant                
Asset Acquisition [Line Items]                
Number of stock options, Exercisable (in shares)           5,302,511 5,302,511  
Remaining contractual life (in years)           8 years    
The Warrant | Maximum                
Asset Acquisition [Line Items]                
Number of shares outstanding (in shares)         35,350,003      
Northern Genesis Acquisition Corp. | Warrant                
Asset Acquisition [Line Items]                
Shares issued (in shares)       27,111,741        
Northern Genesis Acquisition Corp. | Public warrants                
Asset Acquisition [Line Items]                
Shares issued (in shares)       15,972,672        
Northern Genesis Acquisition Corp. | Private warrants                
Asset Acquisition [Line Items]                
Shares issued (in shares)       11,139,069        
v3.24.1.u1
SHARE WARRANT OBLIGATIONS - Schedule of Fair Value Assumptions (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2024
$ / shares
Dec. 31, 2023
$ / shares
Mar. 31, 2024
$ / shares
Dec. 31, 2023
$ / shares
Public warrants        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant price ($) (in USD per share) $ 0.32 $ 0.41    
Northern Genesis Acquisition Corp.        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant price ($) (in USD per share) 0.03 0.05    
Option Pricing Model        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Exercise price ($) (in USD per share) 11.50 11.50    
Share price ($) (in USD per share) $ 1.42 $ 1.77    
Expected warrant life (years) 2 years 29 days 2 years 3 months 29 days    
Option Pricing Model | Public warrants        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Exercise price ($) (in USD per share)     $ 2.81 $ 2.81
Share price ($) (in USD per share)     $ 1.93 $ 2.36
Expected warrant life (years) 4 years 3 months 14 days 4 years 6 months 14 days    
Option Pricing Model | Warrant | Volatility | Public warrants        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant assumptions (as a percent) 0.59 0.57 0.59 0.57
Option Pricing Model | Warrant | Volatility | Northern Genesis Acquisition Corp.        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant assumptions (as a percent) 0.53 0.53 0.53 0.53
Option Pricing Model | Warrant | Risk-free interest rate | Public warrants        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant assumptions (as a percent) 0.0365 0.0328 0.0365 0.0328
Option Pricing Model | Warrant | Risk-free interest rate | Northern Genesis Acquisition Corp.        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant assumptions (as a percent) 0.0415 0.0381 0.0415 0.0381
Amazon Logistics, Inc. | Option Pricing Model        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Exercise price ($) (in USD per share) $ 5.66 $ 5.66    
Share price ($) (in USD per share) $ 1.42 $ 1.77    
Expected warrant life (years) 4 years 3 months 4 years 6 months    
Amazon Logistics, Inc. | Option Pricing Model | Warrant | Volatility        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant assumptions (as a percent) 0.59 0.57 0.59 0.57
Amazon Logistics, Inc. | Option Pricing Model | Warrant | Risk-free interest rate        
Disclosure of significant unobservable inputs used in fair value measurement of liabilities [line items]        
Warrant assumptions (as a percent) 0.0359 0.0330 0.0359 0.0330
v3.24.1.u1
SHARE WARRANT OBLIGATIONS - Schedule of Change in Contract Asset and Share Warrant Obligation (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Contract asset    
Beginning Balance $ 13,528,646  
Ending Balance 13,205,156 $ 13,528,646
Public warrants    
Share warrant obligation    
Beginning balance 8,558,066 13,080,646
Additions 0 2,907,226
Foreign currency translation adjustment (207,634) (51,764)
Fair value adjustment (999,413) (7,378,042)
Ending balance 7,351,019 8,558,066
Public warrants | Non-Convertible Debentures, Warrants    
Share warrant obligation    
Beginning balance 18,043,426 24,767,843
Foreign currency translation adjustment (4,815,280) (6,421,117)
Fair value adjustment (415,410) (303,300)
Ending balance 12,812,736 18,043,426
Northern Genesis Acquisition Corp.    
Share warrant obligation    
Beginning balance 1,082,920 7,990,648
Foreign currency translation adjustment (24,184) (6,344)
Fair value adjustment (309,060) (6,901,384)
Ending balance 749,676 1,082,920
Northern Genesis Acquisition Corp. | Public warrants    
Share warrant obligation    
Beginning balance 905,737 7,075,767
Foreign currency translation adjustment (20,514) 3,481
Fair value adjustment (177,959) (6,173,511)
Ending balance 707,264 905,737
Northern Genesis Acquisition Corp. | Private warrants    
Share warrant obligation    
Beginning balance 177,183 914,881
Foreign currency translation adjustment (3,670) (9,825)
Fair value adjustment (131,101) (727,873)
Ending balance 42,412 177,183
Amazon Logistics, Inc.    
Contract asset    
Beginning Balance 13,528,646 13,211,006
Foreign currency translation adjustment (323,490) 317,640
Ending Balance 13,205,156 13,528,646
Share warrant obligation    
Beginning balance 1,897,791 2,172,269
Foreign currency translation adjustment (42,833) (11,909)
Fair value adjustment (625,492) (262,569)
Ending balance $ 1,229,466 $ 1,897,791
v3.24.1.u1
SHARE-BASED COMPENSATION - Schedule of Compensation Expense (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Share-based compensation $ 400,636 $ 1,413,843
Administrative expenses    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Share-based compensation 319,924 1,039,866
Selling expenses    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Share-based compensation $ 80,712 $ 373,977
v3.24.1.u1
SHARE-BASED COMPENSATION - Schedule of Outstanding Options (Details)
3 Months Ended
Mar. 31, 2024
shares
$ / shares
Mar. 31, 2023
shares
$ / shares
Share-Based Payment Arrangements [Abstract]    
Number of stock options, outstanding, beginning of year (in shares) | shares 10,759,583 9,547,185
Number of stock options, granted (in shares) | shares 0 1,543,793
Number of stock options, forfeited (in shares) | shares (25,248) 0
Number of stock options, outstanding, end of year (in shares) | shares 10,734,335 11,090,978
Number of stock options, outstanding, end of year (in shares) | shares 9,243,264 7,755,107
Weighted average exercise price of stock options outstanding, beginning of year (in CA$ per share) | $ / shares $ 1.65 $ 2.11
Weighted average exercise price of stock options granted (in CA$ per share) | $ / shares 0 2.75
Weighted average exercise price of stock options forfeited (in CA$ per share) | $ / shares 2.75 0
Weighted average exercise price of stock options outstanding, end of year (in CA$ per share) | $ / shares 1.65 2.20
Weighted average exercise price of stock options exercisable, end of year (in CA$ per share) | $ / shares $ 1.32 $ 1.35
v3.24.1.u1
SHARE-BASED COMPENSATION - Schedule of Outstanding Options For RSUs and DSUs (Details)
3 Months Ended
Mar. 31, 2024
shares
$ / shares
Mar. 31, 2023
shares
$ / shares
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Weighted average exercise price of stock options outstanding, beginning of year (in CA$ per share) $ 1.65 $ 2.11
Weighted average exercise price of stock options granted (in CA$ per share) 0 2.75
Weighted average exercise price of stock options forfeited (in CA$ per share) 2.75 0
Weighted average exercise price of stock options outstanding, end of year (in CA$ per share) $ 1.65 $ 2.20
Restricted Stock Unit    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Number of share, outstanding, beginning of year (in shares) | shares 897,240 297,658
Granted (in shares) | shares 0 811,458
Settled (in shares) | shares (1,628) 0
Forfeited (in shares) | shares (25,033) (3,613)
Number of share, outstanding, end of year (in shares) | shares 870,579 1,105,503
Vested (in shares) | shares 0 0
Weighted average exercise price of stock options outstanding, beginning of year (in CA$ per share) $ 3.99 $ 8.35
Weighted average exercise price of stock options granted (in CA$ per share) 0 2.75
Weighted average exercise price of stock options settled (in CA$ per option) 23.02 0
Weighted average exercise price of stock options forfeited (in CA$ per share) 2.75 6.92
Weighted average exercise price of stock options outstanding, end of year (in CA$ per share) 4.04 4.24
Weighted average exercise price of stock options vested, end of year (in $CA per option) $ 0 $ 0
Deferred Share Units    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Number of share, outstanding, beginning of year (in shares) | shares 779,975 301,091
Settled (in shares) | shares (30,981) 0
Number of share, outstanding, end of year (in shares) | shares 748,994 301,091
Vested (in shares) | shares 748,994 301,091
Weighted average exercise price of stock options outstanding, beginning of year (in CA$ per share) $ 3.21 $ 4.23
Weighted average exercise price of stock options settled (in CA$ per option) 2.79 0
Weighted average exercise price of stock options outstanding, end of year (in CA$ per share) 3.23 4.23
Weighted average exercise price of stock options vested, end of year (in $CA per option) $ 3.23 $ 4.23
v3.24.1.u1
RESTRUCTURING COSTS (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Subclassifications of assets, liabilities and equities [abstract]    
Liability beginning of period $ 711,622 $ 0
Expenses 0 1,426,487
Payments (711,622) (714,865)
Liability end of period $ 0 $ 711,622
v3.24.1.u1
FINANCE COSTS (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disclosure of detailed information about borrowings [line items]    
Interest on lease liabilities $ 1,190,489 $ 36,425
Accretion expense 3,026,073 0
Financing cost 262,168 435,212
Other (525,800) (97,931)
Finance costs 10,617,741 1,420,354
Borrowing costs capitalised 315,039 1,718,711
Interest On Long-Term Debt and Other Debts    
Disclosure of detailed information about borrowings [line items]    
Borrowing costs capitalised 247,325 756,233
Interest On Lease Liability    
Disclosure of detailed information about borrowings [line items]    
Borrowing costs capitalised $ 67,714 $ 962,478
Minimum    
Disclosure of detailed information about borrowings [line items]    
Capitalisation rate of borrowing costs eligible for capitalisation (as a percent) 8.00% 5.68%
Long-Term Debt    
Disclosure of detailed information about borrowings [line items]    
Interest on long-term debt and other debts $ 6,664,811 $ 1,046,648
v3.24.1.u1
EARNINGS PER SHARE (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disclosure Of Earnings Per Share [Abstract]    
Net loss $ (21,697,240) $ (15,583,446)
Basic weighted average number of common shares outstanding (in shares) 226,201,847 220,777,661
Basic loss per share (in USD per share) $ (0.10) $ (0.07)
Plus dilutive impact of stock options, RSUs, DSUs, and warrants (in shares) 0 0
Diluted weighted average number of common shares outstanding (in shares) 226,201,847 220,777,661
Diluted loss per share (in USD per share) $ (0.10) $ (0.07)
v3.24.1.u1
SHARE CAPITAL (Details) - USD ($)
3 Months Ended
Jan. 17, 2023
Jun. 17, 2022
Mar. 31, 2024
Mar. 31, 2023
Disclosure of classes of share capital [line items]        
Sale of stock, number of shares authorized for sale, value   $ 125,000,000    
Sale of stock, price per share (in usd per share)       $ 1.90
Gross consideration for shares sold       $ 5,083,056
Proceeds from issuance of shares through "at-the-market" equity program, net of issuance costs       4,955,648
Payments for share issue costs       127,408
Proceeds from the issuance of units through the December 2022 Offering - Common Shares, net of issuance costs     $ 0 4,175,836
Over-Allotment Option        
Disclosure of classes of share capital [line items]        
Issuance of shares through "at-the-market" equity program (in shares) 2,952,755      
Gross consideration for shares sold $ 7,499,998      
Payments for share issue costs $ 664,522      
Sale of stock, number of shares issued (in shares) 2,952,755      
Sale of stock, price per share (in USD per share) $ 2.54      
Proceeds from the issuance of units through the December 2022 Offering - Common Shares, net of issuance costs $ 6,835,476      
December 2022 Offering        
Disclosure of classes of share capital [line items]        
Gross consideration for shares sold     4,592,772  
Proceeds from issuance of shares through "at-the-market" equity program, net of issuance costs     4,175,836  
Payments for share issue costs     $ 416,936  
Sale of stock, number of shares issued (in shares)     2,952,755  
Commission Costs        
Disclosure of classes of share capital [line items]        
Payments for share issue costs       76,246
Commission Costs | December 2022 Offering        
Disclosure of classes of share capital [line items]        
Payments for share issue costs     $ 302,642  
Legal Costs        
Disclosure of classes of share capital [line items]        
Payments for share issue costs       $ 51,162
Legal Costs | December 2022 Offering        
Disclosure of classes of share capital [line items]        
Payments for share issue costs     $ 114,294  
Share capital        
Disclosure of classes of share capital [line items]        
Issuance of shares through "at-the-market" equity program (in shares)       2,680,121
Proceeds from issuance of shares through "at-the-market" equity program, net of issuance costs       $ 4,955,648
v3.24.1.u1
SUPPLEMENTAL CASH FLOW DISCLOSURE - Schedule of Depreciation and Amortization (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of cash flows [abstract]    
Depreciation – property, plant and equipment $ 3,564,356 $ 1,990,676
Depreciation – right-of-use assets 2,510,723 1,551,834
Amortization – intangible assets 2,012,235 1,371,147
Depreciation and amortization $ 8,087,314 $ 4,913,657
v3.24.1.u1
SUPPLEMENTAL CASH FLOW DISCLOSURE - Schedule of Change in Non-cash Working Capital Items (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Statement of cash flows [abstract]        
Inventories $ 7,515,614 $ (7,587,116)    
Accounts receivable (9,446,490) (25,395,951)    
Prepaid expenses (2,252,240) (706,031)    
Trade and other payables (10,741,783) 10,391,961    
Deferred revenue and other deferred liabilities (6,206,075) 80,752    
Net change in non-cash working capital items (21,130,974) (23,216,385)    
Payables, acquisition of intangible assets 1,111,914 665,590 $ 634,331 $ 4,757,926
Payables, acquisition of property, plant and equipment $ 8,197,410 $ 11,966,566 $ 11,750,398 $ 16,229,912
v3.24.1.u1
ENTITY-WIDE DISCLOSURES - Narrative (Details)
3 Months Ended
Mar. 31, 2024
segment
customer
Mar. 31, 2023
customer
Entity Wide Disclosures [Abstract]    
Number of reportable operating segments | segment 1  
Percentage of entity's revenue (as a percent) 20.40% 29.00%
Number of customers | customer 1 2
v3.24.1.u1
ENTITY-WIDE DISCLOSURES - Schedule of Group's Revenue From External Customers That Are Divided Into Geographical Areas (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disclosure of disaggregation of revenue from contracts with customers [line items]    
Revenue from external customers $ 55,480,889 $ 54,703,405
Canada    
Disclosure of disaggregation of revenue from contracts with customers [line items]    
Revenue from external customers 43,250,852 52,436,969
United States    
Disclosure of disaggregation of revenue from contracts with customers [line items]    
Revenue from external customers $ 12,230,037 $ 2,266,436
v3.24.1.u1
ENTITY-WIDE DISCLOSURES -Schedule of Disclosure of Non-current Assets Allocated To Geographic Areas (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disclosure of Disaggregation of Non-current assets [Line Items]      
Other non-current assets $ 7,176,939 $ 6,994,815  
Property, plant and equipment 193,215,364 198,536,683  
Right-of-use assets 86,437,411 89,663,139 $ 60,508,354
Intangible assets 177,662,811 175,703,257  
Contract asset 13,205,156 13,528,646  
Non-current assets 477,697,681 484,426,540  
Canada      
Disclosure of Disaggregation of Non-current assets [Line Items]      
Other non-current assets 6,984,388 6,812,370  
Property, plant and equipment 91,169,977 94,684,032  
Right-of-use assets 33,646,641 35,469,879  
Intangible assets 168,946,269 167,106,057  
Contract asset 13,205,156 13,528,646  
Non-current assets 313,952,431 317,600,984  
United States      
Disclosure of Disaggregation of Non-current assets [Line Items]      
Other non-current assets 192,551 182,445  
Property, plant and equipment 102,045,387 103,852,651  
Right-of-use assets 52,790,770 54,193,260  
Intangible assets 8,716,542 8,597,200  
Contract asset 0 0  
Non-current assets $ 163,745,250 $ 166,825,556  
v3.24.1.u1
SUBSEQUENT EVENTS (Details) - Announcing or commencing implementation of major restructuring
Apr. 18, 2024
USD ($)
employee
Disclosure of non-adjusting events after reporting period [line items]  
Number of employees | employee 120
Restructuring provision | $ $ 1,400,000