Vicinity Motor Corporation — Capital/Financing Update 2021

Oct 6, 2021

Form 51–102F3 Material Change Report

Section 7.1 of National Instrument 51-102 Continuous Disclosure Obligations

Item 1

Name and Address of Company

Vicinity Motor Corp. 3168 262[nd] Street Aldergrove, BC, V4W 2Z6

Item 2

Dates of Material Change

October 4, 2021

Item 3 News Release

A news release relating to the material change was disseminated by Access Wire on October 5, 2021. The news release has also been filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and is available at www.sedar.com.

Item 4 Summary of Material Change

Vicinity Motor Corp. (NASDAQ:VEV) (TSXV:VMC) (FRA:6LG) (“Vicinity Motor” or the “Company”) announced that, further to its news release dated September 27, 2021, it closed a non-brokered financing of unsecured convertible debenture units (each a “Unit”) in the principal amount of CAD$10,300,000 (the “Offering”).

Item 5 Full Description of Material Change

Vicinity Motor Corp. (NASDAQ:VEV) (TSXV:VMC) (FRA:6LG) (“Vicinity Motor” or the “Company”) announced that, further to its news release dated September 27, 2021, it closed a non-brokered financing of unsecured convertible debenture units (each a “Unit”) in the principal amount of CAD$10,300,000 (the “Offering”). The Company will use the proceeds for general working capital and to fund contract requirements for recently received Vicinity bus orders.

Each Unit was sold at an offering price of $985.00 per Unit and consists of one 8% unsecured convertible debenture of the Company in the principal amount of $1,000 (each, a “Debenture”) with interest payable upon maturity being 12 months from the date the Debentures are issued and 40 common share purchase warrants (each, a “Warrant”) expiring 12 months after the date of issuance of such Warrants. The Debentures will be repaid in cash at maturity. Each Warrant will entitle the holder thereof to purchase one Common Share (each, a “Warrant Share”) at an exercise price of $7.50 per Warrant Share at any time up to 12 months following the closing date of the Offering (the “Closing Date”), subject to adjustment in certain events.

The Debentures, in whole or in part, will be convertible into common shares of the Issuer at the option of the holder at any time following the occurrence of an Event of Default that is uncured for a period of ten (10) business days (the “ Conversion Date ”), at a conversion price equal to the market price on the date the Event of Default. Holders converting their Debentures will receive accrued and unpaid interest thereon to the date of actual conversion.

The Issuer will have the right at any time, on 10 days’ notice, to prepay the Debentures in whole or in part, pro rata among the holders. The repayment shall be in cash, against the principal amount of the Debenture plus accrued and unpaid interest.

The Company paid an administrative fee(s) of 0.5% of the funds raised to Leede Jones Gable Inc.

The Debentures, Warrants and the Common Shares issuable upon the exercise of the Warrants or conversion of the Debentures will be subject to a statutory resale restriction expiring on February 5, 2022.

• 2 –

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51–102

Not applicable.

Item 7 Omitted Information

Not Applicable.

Item 8 Executive Officer

Danial Buckle, CFO 604-607-4000

Item 9 Date of Report

October 5, 2021.

1859498.1