The Lion Electric Co. entered into a non-binding letter of intent to acquire Northern Genesis Acquisition Corp. (NYSE:NGA) for $1.7 billion in a reverse merger transaction on September 22, 2020. The Lion Electric Co. entered into a business combination agreement to acquire Northern Genesis Acquisition Corp. in a reverse merger transaction on November 30, 2020. Northern Genesis will issue 128.5 million shares to acquire The Lion Electric. The consideration will be paid on one-for-one basis. The Lion Electric is expected to receive $500 million of net cash proceeds in connection with the transaction, comprised of $200 million from private placement and approximately $320 million of cash held in trust by Northern Genesis assuming no public shareholder. Following completion of the transaction, Lion's existing shareholders will hold approximately 68.2% of the combined company and the NGA Public Stockholders will own approximately 16.9% of the combined company. Concurrently, The Lion Electric and Northern Genesis Acquisition have entered into a subscription agreements with certain investors pursuant to which such investors, have agreed to purchase Lion Electric's common shares at a purchase price of $10 in private placements. In addition, The Lion Electric and Northern Genesis Acquisition have also entered into a stockholder support agreement and lock-up agreements. Upon completion, The Lion Electric will be the surviving entity. The Lion Electric will change the name to "The Lion Electric Company" and is expected to trade under the new ticker symbol "LEV". Upon completion, Marc Bedard will serve as Chief Executive Officer, Nicolas Brunet will serve as Executive Vice President and Chief Financial Officer and Yannick Poulin will serve as the Chief Operating Officer. The combined company will have a board of directors consisting of nine directors, including Marc Bedard, Pierre Larochelle as Chairman, and five other existing Lion Board members, as well as Ian Robertson and Chris Jarratt, co-founders of Algonquin Power & Utilities Corp, who will join the board effective as of closing. Lion's Board will consist of eight directors: Sheila Colleen Bair, Marc Bedard, Christopher Jarratt, Pierre Larochelle, Pierre-Olivier Perras, Ian Robertson, Michel Ringuet and Pierre Wilkie. Pierre Larochelle will continue to serve upon closing as Chairman of Lion's Board.

The transaction closing is subjected to receipt of shareholder approval from Northern Genesis Acquisition and The Lion Electric, receipt of approval from board of directors of Northern Genesis Acquisition and The Lion Electric, all required filings under the HSR Act shall have been completed and any applicable waiting period shall have expired or terminated, the Registration Statement shall have been declared effective, the common shares of The Lion Electric shall have been approved for listing, Northern Genesis Acquisition shall have at least $5,000,001 of net tangible assets, execution of lock-up agreements, execution of stockholder support agreement, the Lion Electric Pre-Closing Reorganization shall have been implemented and completion of the Private Placements. As on November 30, 2020, the board of directors of Northern Genesis, and the board of directors and the shareholders of The Lion Electric, unanimously approved the transaction. The Board of Directors of NGA recommends that NGA stockholders vote “FOR” the approval and adoption of the Business Combination Agreement. As of March 24, 2021, Lion Electric's registration statement on Form F-4, relating to the business combination, has been declared effective by the U.S. Securities and Exchange Commission. The meeting of shareholders of Northern Genesis is scheduled to be held on April 23, 2021. As of April 23, 2021, Northern Genesis Acquisition's approved the transaction. The transaction is expected to close in first quarter of 2021.

James G. Goettsch of Husch Blackwell LLP, and Yaniv Saragosti and Julie Belley Perron of Borden Ladner Gervais LLP acted as the legal advisors to Northern Genesis Acquisition. Aniko Pelland, David Tardif and Olivier Godbout of Stikeman Elliott LLP and John Kupiec, Ramey Layne, Scott Rubinsky, Julia Petty, Jason McIntosh and Natan Leyva of Vinson & Elkins LLP acted as legal advisers to The Lion Electric. Barclays Capital Inc. acted as financial advisor to Northern Genesis Acquisition. National Bank Financial, Inc. and Bank of Montreal (TSX:BMO) acted as financial advisers to The Lion Electric. Continental Stock Transfer & Trust Company acted as transfer agent to Northern Genesis Acquisition. D.F. King & Co., Inc. acted as information agent to Northern Genesis and NGA has agreed to pay D.F. King & Co., Inc. a fee of $25,000, plus disbursements. American Stock Transfer & Trust Company, LLC and AST Trust Company (Canada) acted as transfer agents to Lion Electric.