UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of  August 2018

 

Commission File No.  000-55859

 

ELECTRAMECCANICA VEHICLES CORP.

(Translation of registrant’s name into English)

 

102 East 1st Avenue

Vancouver, British Columbia, V5T 1A4, Canada

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F  x            Form 40-F  ¨

 

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

 

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

 

 

 

 

 

  

SUBMITTED HEREWITH

 

Exhibits

 

Exhibit
No.
  Description
     
99.1   Interim financial statements for the three and six months ended June 30, 2018 and 2017
99.2   Management’s Discussion & Analysis for the six months ended June 30, 2018 and 2017
99.3   Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate – CEO
99.4   Form 52-109FV2 Certification of Interim Filings – Venture Issuer Basic Certificate – CFO

 

 

 

 

SIGNATURE

 

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

 

  ELECTRAMECCANICA VEHICLES CORP.   
     
Date: August 15, 2018 By: /s/ Kulwant Sandher
  Name: Kulwant Sandher
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1 

 

Electrameccanica Vehicles Corp.

 

Interim Consolidated Financial Statements

 

June 30, 2018

 

Unaudited - Expressed in Canadian Dollars

   

 

 

  

Electrameccanica Vehicles Corp.

Interim Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

  

    Note     June 30, 2018
(Unaudited)
    December 31, 2017  
ASSETS                        
Current assets                        
Cash and cash equivalents     4     $ 4,235,315     $ 8,610,996  
Receivables     5       627,677       243,639  
Prepaid expenses             762,816       920,146  
Inventory             274,518       232,903  
              5,900,326       10,007,684  

Non-current assets

                       
Restricted cash             108,995       -  
Plant and equipment     6       4,705,516       1,393,683  
Goodwill and other intangible assets     7       1,239,762       1,260,014  
TOTAL ASSETS           $ 11,954,599     $ 12,661,381  
                         
LIABILITIES                        
Current liabilities                        
Bank overdraft and demand loan     9     $ -     $ 123,637  
Trade payables and accrued liabilities     8       2,132,302       1,123,790  
Customer deposits             410,774       447,071  
Shareholder loan     17       8,306       10,383  
Promissory note     7       -       1,500,000  
Deferred income tax             149,794       149,794  
              2,701,176       3,354,675  
                         
Non-current liabilities                        
Derivative liability 1     10       1,306,603       3,655,690  
TOTAL LIABILITIES             4,007,779       7,010,365  
                         
EQUITY                        
Share capital     11       28,919,134       22,718,282  
Common share subscription             -       750,000  
Share-based payment reserve     12       5,383,427       3,518,286  
Deficit             (26,355,741 )     (21,335,552 )
TOTAL EQUITY             7,946,820       5,651,016  
TOTAL LIABILITIES AND EQUITY           $ 11,954,599     $ 12,661,381  

 

Commitments (Notes 6 and 9)

Subsequent events (Note 20)

 

On behalf of the Board of Directors.

 

“Steven Sanders”_____________ “Luisa Ingargiola”____________
Director Director

 

 

1 Footnote: The warrant derivative liability is valued at fair value in accordance with International Financial Reporting Standards (“IFRS”). There are no circumstances in which the Company would be required to pay cash upon exercise or expiry of the warrants. See Note 12.

 

The accompanying notes are an integral part of these interim consolidated financial statements

  

    2

 

  

Electrameccanica Vehicles Corp.

Interim Consolidated Statements of Comprehensive Loss

(Unaudited - Expressed in Canadian dollars)

 

          3 months ended     6 months ended  
    Note     June 30,
2018
    June 30,
2017
    June 30,
2018
    June 30,
2017
 
                               
Revenue           $ 279,366     $ -     $ 445,499     $ -  
Cost of revenue             192,651       -       295,319       -  
Gross profit             86,715       -       150,180       -  
                                         
Operating expenses                                        
Amortization     6       77,386       30,294       128,415       55,204  
General and administrative expenses     13       934,256       445,146       1,909,473       927,955  
Research and development expenses     14       1,718,599       621,321       3,278,776       1,905,050  
Sales and marketing expenses     15       196,614       165,972       476,244       290,238  
Stock-based compensation expense     11       1,094,181       289,723       1,884,415       537,379  
Share-based payment expense             622,877       -       622,877          
              4,643,913       (1,552,456 )     8,300,200       (3,715,826 )
                                         
Loss before other items             (4,557,198 )     (1,552,456 )     (8,150,020 )     (3,715,826 )
                                         
Other items                                        
Accretion interest expense             -       20,502               40,779  
Changes in fair value of warrant derivative     10       (1,860,027 )     -       (3,026,054 )     -  
Foreign exchange loss/(gain)             (80,956 )     2,009       (103,777 )     7,931  
                                         
Net and comprehensive loss           $ (2,616,215 )   $ (1,574,967 )   $ (5,020,189 )   $ (3,764,536 )
                                         
Loss per share – basic and fully diluted           $ (0.11 )   $ (0.04 )   $ (0.20 )   $ (0.09 )
                                         
Weighted average number of shares outstanding – basic and fully diluted     11       24,590,906       21,326,700       24,571,944       21,157,904  

 

The accompanying notes are an integral part of these interim consolidated financial statements

  

    3

 

  

Electrameccanica Vehicles Corp.

Interim Consolidated Statements of Changes in Equity

(Expressed in Canadian dollars)

 

          Share capital                                      
    Note     Number of
shares
    Amount     Share
subscription
    Share
issue cost
    Share-based
payment
reserve
    Equity
component
reserve
    Deficit     Total  
                                                       
Balance at Dec 31, 2016             20,891,794     $ 12,998,482     $ 101,500     $ (1,614,486 )   $ 2,351,144     $ 39,130     $ (9,969,180 )   $ 3,906,590  
Shares issued for cash             514,000       1,028,000       (100,000 )     (121,159 )     -       -       -       806,841  
Share issued for finders fees             2,500       5,000       -       -       3,223       -       -       8,223  
Stock-based compensation             -       -       -       -       537,379       -       -       537,379  
Net and comprehensive loss for the period             -       -       -       -       -       -       (3,764,536 )     (3,733,716 )
Balance at June 30, 2017             21,408,294     $ 14,031,482     $ 1,500     $ (1,735,645 )   $ 2,891,746     $ 39,130     $ (13,733,716 )   $ 1,494,497  
                                                                         
Balance at December 31, 2017             23,794,106     $ 25,789,209     $ 750,000     $ (3,070,927 )   $ 3,518,286     $ -     $ (21,335,552 )   $ 5,651,016  
Shares issued for cash     11       1,182,543       6,897,647       (750,000 )     (698,052 )     -       -       -       5,449,595  
Shares issued for services     11       75,000       622,877       -       -       -       -       -       622,877  
Shares issued on exercise of options     11       6,198       31,669       -       -       (19,274 )     -       -       12,395  
Adjustment for warrant derivative liability     10       -       (676,967 )     -       -       -       -       -       (676,967 )
Shares issued for finders fees     11       2,286       23,678       -       -       -       -       -       23,678  
Stock-based compensation     11       -       -       -       -       1,884,415       -       -       1.884.415  
Net and comprehensive loss for the period             -       -       -       -       -       -       (5,020,189 )     (5,020,189 )
Balance at June 30, 2018             25,060,133     $ 32,688,113     $ -     $ (3,768,979 )   $ 5,383,427     $ -     $ (26,355,741 )   $ 7,946,820  

 

During the year ended December 31, 2016, the Company completed a 1:5 forward share split and on May 15, 2018 the Company completed a reverse share split on a 2:1 basis, all references to number of shares have been retroactively adjusted. See Note 11 for further details.

 

The accompanying notes are an integral part of these interim consolidated financial statements

  

    4

 

  

Electrameccanica Vehicles Corp.

Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in Canadian dollars)

 

    3 months ended     6 months ended  
                         
    June 30,
2018
    June 30,
2017
    June 30,
2018
    June 30,
 2017
 
Operating activities                                
Loss for the period   $ (2,616,215 )   $ (1,574,967 )   $ (5,020,189 )   $ (3,764,536 )
Adjustments for:                                
Amortization     77,386       30,294       128,415       55,204  
Stock-based compensation expense     1,094,181       289,723       1,884,415       537,379  
Non-cash services     622,877       -       622,877       -  
Interest accretion expense     -       20,502       -       40,779  
Change in fair value of warrant derivative     (1,860,027 )     -       (3,026,054 )     -  
Changes in non-cash working capital items:                                
Receivables     (287,506 )     161,302       (384,038 )     87,214  
Prepaid expenses     44,058       (16,997 )     157,330       17,480  
Inventory     (16,425 )     -       (41,615 )     (3,475 )
Trades payable and accrued liabilities     (10,156 )     42,978       442,390       105,393  
Customer deposits     2,930       9,500       (36,297 )     32,750  
Net cash flows used in operating activities     (2,948,897 )     (1,037,665 )     (5,272,766 )     (2,891,812 )
                                 
Investing activities                                
Restricted cash     (1,092 )     -       (108,995 )     -  
Expenditures on plant and equipment     (1,677,971 )     (10,314 )     (2,853,874 )     (137,510 )
Purchase of Intermeccanica     -       -       -       (100,000 )
Expenditures on trademarks and patents     -       (21,190 )     -       (35,253 )
Net cash flows used in investing activities     (1,679,063 )     (31,504 )     (2,962,869 )     (272,763 )
                                 
Financing activities                                
Repayment of bank loan     -       -       (123,637 )     -  
Repayment of shareholder loan     (1,038 )     -       (2,077 )     -  
Repayment of promissory note     -       -       (1,500,000 )     -  
Proceeds on issuance of common shares – net of issue costs     3,002,986       456,107       5,485,668       837,064  
Net cash flows from financing activities     3,001,948       456,107       3,859,954       837,064  
                                 
Decrease in cash and cash equivalents     (1,626,012 )     (613,062 )     (4,375,681 )     (2,327,511 )
                                 
Cash and cash equivalents, beginning     5,861,327       2,201,834       8,610,996       3,916,283  
Cash and cash equivalents, ending   $ 4,235,315     $ 1,588,772     $ 4,235,315     $ 1,588,772  

 

The accompanying notes are an integral part of these interim consolidated financial statements

  

    5

 

   

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

1.           Nature and continuance of operations

 

Electrameccanica Vehicles Corp (the “Company”) was incorporated on February 16, 2015, under the laws of the province of British Columbia, Canada, and its principal activity is the development and manufacture of electric vehicles. The Company acquired Intermeccanica International Inc. (“Intermeccanica”) on October 18, 2017, and its principal activity is the development and manufacture of high end custom built vehicles. On January 22, 2018 the Company incorporated a wholly-owned subsidiary EMV Automotive USA Inc. in Nevada, USA.

 

The head office and principal address of the Company are located at 102 East 1 st Avenue, Vancouver, British Columbia, Canada, V5T 1A4.

 

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at June 30, 2018, the Company’s principal activity, the development and manufacture of electric vehicles, is in the development stage, and the Company’s continuation as a going concern is dependent upon the successful results from its electric vehicle development and manufacturing activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. It is anticipated that significant additional funding will be required. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Management intends to finance its operations over the next twelve months through private placement of equity capital. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

 

2.           Basis of preparation and significant accounting policies

 

The financial statements were authorized for issue on August 13, 2018 by the directors of the Company.

 

Statement of compliance with International Financial Reporting Standards

These interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Therefore, these financial statements comply with International Accounting Standards (“IAS”) 34, Interim Financial Reporting.

 

Basis of preparation

The financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The Company’s functional and presentation currency is the Canadian dollar.

 

Consolidation

The interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, EMV Automotive USA Inc., and Intermeccanica from the date of its acquisition on October 18, 2017 (Note 7). Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation.

 

Significant estimates and assumptions

The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

 

Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the fair value of the identifiable assets and liabilities acquired from Intermeccanica, the estimated recoverable amount of goodwill, intangible assets and other long-lived assets, the useful lives of plant and equipment, fair value measurements for financial instruments and share-based payments, and the recoverability and measurement of deferred tax assets.

 

    6

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

Significant judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

 

- The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;
- the classification of financial instruments; and
- the calculation of income taxes require judgement in interpreting tax rules and regulations.

 

Change in accounting policy - Financial Instruments

 

The Company adopted the requirements of IFRS 9 Financial Instruments (“IFRS 9”) as of January 1, 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 utilizes a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward in IFRS 9, so the Company’s accounting policy with respect to financial liabilities is unchanged. As a result of the adoption of IFRS 9, management has changed its accounting policy for financial assets retrospectively, for assets that continued to be recognized at the date of initial application. The change did not impact the carrying value of any financial assets or financial liabilities on the transition date.

 

The following is the Company’s new accounting policy for financial instruments under IFRS 9:

 

The Company classifies its financial instruments in the following categories: at fair value through profit or loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company completed a detailed assessment of its financial assets and liabilities as at January 1, 2018. The following table shows the original classification under IAS 39 and the new classification under IFRS 9:

 

Financial assets/liabilities Original classification IAS 39 New classification IFRS 9
Bank loan Amortized cost Amortized cost
Cash and cash equivalents Amortized cost Amortized cost
Accounts receivables Amortized cost Amortized cost
Accounts payable and accrued liabilities Amortized cost Amortized cost
Loans Amortized cost Amortized cost
Warrant derivative liability FVTPL FVTPL

 

The Company did not restate prior periods as it recognized the effects of retrospective application to shareholders’ equity at the beginning of the 2018 annual reporting period, which also includes the date of initial application. The adoption of IFRS 9 resulted in no impact to the opening accumulated deficit nor to the opening balance of accumulated comprehensive income on January 1, 2018.

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of comprehensive loss in the period in which they arise.

 

    7

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated statements of net (loss) income.

 

Changes in Accounting Policies – Revenue from contracts with customers

 

The Company adopted all of the requirements of IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) as of January 1, 2018. IFRS 15 utilizes a methodical framework for entities to follow in order to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The change did not impact the cumulated revenue recognized or the related assets and liabilities on the transition date.

 

The following is the Company’s new accounting policy for revenue from contracts with customers under IFRS 15:

 

Revenue is recognized to the extent that the amount of revenue can be measured reliably and collection is probable .

 

Part sales:

Sales of parts are recognized when the Company has transferred control to the customer which generally occurs upon shipment.

 

Services, repairs and support services:

Services, repairs and support services are recognized in the accounting period when the services are rendered.

 

Sales of vehicles:

The Company manufactures and sells custom built vehicles typically on fixed fee arrangements with its customers. Revenue is recognized in the accounting period in which the services are rendered, by reference to the stage of completion. The stage of completion is determined as a percentage based on the amount of costs incurred compared to the estimated cost of completion. Revenue recognized in excess of amounts billed is recorded as accounts receivable. Amounts received in excess of work performed is recorded as deferred revenue.

 

Cash and cash equivalents

Cash and cash equivalents include cash and short-term investments with original maturities of less than 90 days and are presented at cost, which approximates market value.

 

Inventory

Inventory consists of parts held for resale or for use in fixed fee contracts and is valued at the lower of cost and net realizable value. Cost is determined on the first-in, first-out basis.

 

Trademarks and patents

The Company expenses legal fees and filing costs associated with the development of its trademarks and patents.

 

Plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses.

 

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the statement of comprehensive loss during the financial period in which they are incurred.

  

    8

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the statement of comprehensive loss.

 

Amortization is calculated on a straight-line method to write off the cost of the assets to their residual values over their estimated useful lives. The amortization rates applicable to each category of property, plant and equipment are as follows:

 

Class of plant and equipment   Amortization rate  
Office furniture and equipment     20 %
Shop equipment     20 %
Computer equipment     33 %
Computer software     50 %
Vehicles     33 %
Leasehold improvement     over term of lease  
Tooling     20 %
Production molds     per unit produced  

 

Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using a Black–Scholes pricing model. The number of options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

 

Loss per share

Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Fully diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of fully diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.

 

Research and development costs

Research costs are expensed when incurred and are stated net of government grants. Development costs including direct material, direct labour and contract service costs are capitalized as intangible assets when the Company can demonstrate that the technical feasibility of the project has been established; the Company intends to complete the asset for use or sale and has the ability to do so; the asset can generate probable future economic benefits; the technical and financial resources are available to complete the development; and the Company can reliably measure the expenditure attributable to the intangible asset during its development. After initial recognition, internally generated intangible assets are recorded at cost less accumulated amortization and accumulated impairment losses. These costs are amortized on a straight-line basis over the estimated useful life. To date, the Company did not have any development costs that met the capitalization criteria.

 

Impairment of assets

The carrying amount of the Company’s long-lived assets with finite useful lives (which include plant and equipment and intangible assets) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive loss.

 

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

 

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. Any reversal of impairment cannot increase the carrying value of the asset to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

  

    9

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if indicators of impairment exist.

 

Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

 

Deferred income tax:

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

 

3 .            Accounting standards issued but not yet effective

 

New standard IFRS 16 “Leases”

This new standard replaces IAS 17 “Leases” and the related interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting is not substantially changed. The standard is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted for entities that have adopted IFRS 15.

 

The Company has not early adopted this new standard and is currently assessing the impact that this standard will have on its financial statements.

 

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

 

4.           Cash and cash equivalents

 

For the purposes of the cash flow statement, cash and cash equivalents comprise the following balances with original maturity of less than 90 days:

 

    June 30,
2018
    December 31,
2017
 
Cash   $ 4,035,315     $ 6,715,996  
Cash equivalent     200,000       1,895,000  
    $ 4,235,315     $ 8,610,996  

 

    10

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

5.       Receivables

 

    June 30,
2018
    December 31,
2017
 
Trade receivable   $ 331,500     $ 154,698  
GST receivable     289,303       84,566  
IRAP contribution receivable     3,000       -  
GIC interest receivable     3,874       4,375  
    $ 627,677     $ 243,639  

 

6.       Plant and equipment

 

    Furniture 
and
equipment
    Computer
hardware 
and
software
    Vehicles     Leasehold
Improvements
    Production
molds 
deposit
    Total  
                                     
Cost:                                                
At December 31, 2016   $ 44,209     $ 18,897     $ 173,213     $ 12,146     $ -     $ 248,465  
Additions     246,634       54,757       216,837       89,055       914,060       1,521,343  
December 31, 2017     290,843       73,654       390,050       101,201       914,060       1,769,808  
Additions     70,075       36,193       (2,001 )     17,145       3,298,583       3,419,995  
June 30, 2018     360,918       109,847       388,049       118,346       4,212,643       5,189,803  
                                                 
Amortization:                                                
At December 31, 2016     7,112       2,514       11,666       1,904       -       23,196  
Charge for the year     181,495       24,633       74,098       72,703       -       352,929  
At December 31, 2017     188,607       27,147       85,764       74,607       -       376,125  
Charge for the period     17,964       17,110       64,744       8,344       -       108,162  
At June 30, 2018     206,571       44,257       150,508       82,951       -       484,287  
                                                 
Net book value:                                                
At December 31, 2017   $ 102,237     $ 46,507     $ 304,286     $ 26,594     $ 914,060     $ 1,393,683  
At June 30, 2018   $ 154,347     $ 65,590     $ 237,541     $ 35,395     $ 4,212,643     $ 4,705,516  

 

On September 29, 2017 the Company entered into a manufacturing agreement with Chongqing Zongshen Automobile Co., Ltd. (“Zongshen”). Under the agreement the Company agrees to reimburse Zongshen for the cost of prototype tooling and molds estimated to be CNY ¥9.5 million (CAD $1.8 million), which was payable on or before March 18, 2018, subject to a 10% holdback, and mass production tooling and molds estimated to be CNY ¥29.3 million (CAD $6.0 million), which shall be payable 50% when Zongshen commences manufacturing the tooling and molds, 40% when Zongshen completes manufacturing the tooling and molds, and 10% upon delivery to the Company of the first production vehicle. At June 30, 2018 the Company had paid 90% of prototype tooling and molds and 32% of the mass production tooling and molds.

 

Under the agreement, the Company agreed that the minimum purchase commitments for units of the Solo vehicle are to be as follows: in calendar 2018, 5,000; in 2019, 20,000; and in 2020, 50,000, and which shall be payable following issue of Company’s purchase orders as follows: 30% after Zongshen schedules production, and 70% after accepted vehicle delivery.

 

On October 16, 2017 the President and CEO of the Company (as “Pledgor”) entered into a Share Pledge Agreement (“Share Pledge”) to guarantee the payment by the Company for the cost of the prototype tooling and molds estimated to be CNY ¥9.5 million (CAD $1.8 million) to Zongshen through the pledge of 800,000 common shares of the Company. The Company approved its obligations under the Share Pledge and has agreed to reimburse the Pledgor on a one for one basis for any pledged shares realized by Zongshen.

 

    11

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

7.           Acquisition of Intermeccanica

 

On October 18, 2017 the Company completed the acquisition of all of the outstanding shares of Intermeccanica, a developer and manufacturer of high end custom built vehicles and the contract assembler of the Company’s electric vehicles located in Greater Vancouver, BC. The acquisition of Intermeccanica is expected to accelerate the Company’s manufacture and delivery of its vehicles to customers, and the Company will develop and manufacture electric versions of Intermeccanica’s custom built vehicles.

 

Total purchase consideration was $2,500,000. On or before October 18, 2017 the Company paid $1,000,000, and entered into a Promissory Note for the balance of $1,500,000. The Promissory Note which bore interest at 5% per annum and was secured over the assets of Intermeccanica was paid in full on January 28, 2018.

 

Goodwill and other intangible assets recognized was primarily attributed to expected synergies arising from the Intermeccanica acquisition and the expertise and reputation of the assembled management and workforce. Goodwill is not expected to be deductible for income tax purposes. During the six month period ended June 30, 2018 the Company recorded amortization of $20,252 relating to the acquired intangible assets. No further impairment was identified at June 30, 2018.

 

Total goodwill and other intangible assets consist of:

 

    June 30,
2018
    December 31,
2017
 
Domain name   $ 2,170     $ 2,170  
Identifiable intangibles on acquisition of Intermeccanica     537,748       558,000  
Goodwill and other intangibles on acquisition of Intermeccanica     699,844       699,844  
    $ 1,239,762     $ 1,260,014  

 

8.           Trade payables and accrued liabilities

    June 30,
2018
    December 31,
2017
 
Trade payables   $ 1,153,067     $ 457,520  
Wages payables     81,988       62,110  
Due to related parties (Note 17)     78,993       16,814  
Accrued liabilities     818,254       587,346  
    $ 2,132,302     $ 1,123,790  

 

9.           Commitments

 

On February 2, 2018 the joint business line of credit with Bank of Montreal (BMO), which was held by Intermeccanica, its President and his wife was paid in full. The line of credit was secured by a general security agreement, a specific charge over a vehicle, and a charge over the personal home of the President and his wife.

 

Lease obligations relate to the Company’s rent of office space and warehouse space. The term of the leases expire on November 1, 2020 and July 1, 2020 with the Company holding an option to renew for a further five years for the office space.

 

As at June 30, 2018, future payments required under non-cancellable operating leases contracted for but not capitalized in the financial statements are as follows:

 

    June 30,
2018
    December 31,
2017
 
Payable not later than one year   $ 330,226     $ 310,034  
Payable later than one year and not later than five years     355,169       507,036  
Payable later than five years     -       -  
    $ 685,395     $ 817,070  

 

    12

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

10.         Derivative liability

 

The exercise price of certain warrants is denominated in US dollars; however, the functional currency of the Company is the Canadian dollar. Consequently, the value of the proceeds on exercise is not fixed and will vary based on foreign exchange rate movements. The warrants are therefore a derivative and are required to be recognized as a derivate liability and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as non-cash gain or loss in the consolidated statement of net loss and comprehensive loss. Upon exercise, the holders will pay the Company the respective exercise price for each warrant exercised in exchange for one common share of the Company and the fair value at the date of exercise and the associated non-cash liability will be reclassified to share capital. The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain in the consolidated statement of net loss and comprehensive loss. There are no circumstances in which the Company would be required to pay any cash upon exercise or expiry of the warrants.

 

During the six month period ended June 30, 2018 the Company issued 200,000 warrants exercisable at USD $16.80, which expire on January 22, 2021.

 

A reconciliation of the changes in fair values of the derivative liability is below:

 

    June 30
2018
 
Balance, beginning   $ 3,655,690  
Warrants issued     676,967  
Changes in fair value of derivative liabilities     (3,026,054 )
Balance, ending$   $ 1,306,603  

 

The fair value of the warrants was calculated using a Black-Scholes Option Pricing Model. The weighted average assumptions used in the Black-Scholes Option Pricing Model are:

 

   

 

At Issue

    June 30
2018
 
Fair value of related warrants outstanding   $ 3,627,968     $ 1,306,603  
Risk-free interest rate     1.96 %     2.04 %
Expected term (in years)     3       2.63  
Expected share price volatility     60 %     60 %

 

11.         Share capital

 

Authorized share capital

Unlimited number of common shares without par value.

 

On May 15, 2018 the Company completed a share consolidation of two pre-split common shares for one post-split common share. Previously, on June 22, 2016, the Company completed a share split of one pre-split common share for five post-split shares. All information related to common shares, options, warrants and per share amounts presented in these financial statements and accompanying notes have been retroactively adjusted to reflect the revised number of common shares resulting from the share split and subsequent share consolidation.

 

Issued share capital

At June 30, 2018 the Company had 25,060,133 issued and outstanding common shares (December 31, 2017 – 23,794,106).

 

During the six month period ended June 30, 2018, the Company issued a total of 1,182,543 common shares for gross proceeds of $6,897,647 and 75,000 common shares for services with a fair value of $622,777. Share issue costs related to these issuances was $698,051 and includes 2,286 common shares issued for finder’s fees with a fair value of $23,678. On exercise of 6,198 stock options included in the above, $19,274 was allocated to share capital from share-based payment reserve.

 

    13

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

Basic and fully diluted loss per share

 

The calculation of basic and fully diluted loss per share for the six month period ended June 30, 2018 was based on the loss attributable to common shareholders of $5,020,189 and the weighted average number of common shares outstanding of 24,571,944. Fully diluted loss per share did not include the effect of stock options and warrants as the effect would be anti-dilutive.

 

Stock options

 

The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, grant to directors, officers, employees and technical consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 30,000,000. Such options will be exercisable for a period of up to 7 years from the date of grant. Options may be exercised no later than 90 days following cessation of the optionee’s position with the Company.

 

Options granted typically vest one-quarter on the first anniversary subsequent to the grant date and the remaining three-quarters typically vest in thirty-six equal monthly instalments commencing on the first anniversary of the grant date.

 

On exercise, each option allows the holder to purchase one common share of the Company.

 

The changes in options during the six month period ended June 30, 2018 are as follows:

 

    June 30, 2018  
    Number of options     Weighted average exercise price  
Options outstanding, beginning     28,598,750     $ 0.40  
Options granted     502,500     USD 9.42  
Options exercised     (6,198 )     2.00  
Options expired and forfeited     (26,302 )     4.82  
Options outstanding, ending     29,068,750     $ 0.60  

 

Details of options outstanding as at June 30, 2018 are as follows:

 

Exercise price     Weighted average 
contractual life
    Number of options
outstanding
    Number of 
options
exercisable
 
$ 0.30       3.95 years       22,500,000       17,343,750  
$ 0.30       4.12 years       1,331,250       970,703  
$ 0.80       4.45 years       4,200,000       2,712,500  
$ 0.80       4.69 years       12,500       7,292  
$ 2.00       4.98 years       12,500       7,032  
$ 2.00       5.64 years       470,000       191,927  
$ 2.00       6.11 years       50,000       -  
USD $9.60       6.52 years       342,500       62,500  
USD $9.00       6.80 years       150,000       37,500  
          4.12 years       29,068,750       21,333,204  

 

The weighted average grant date fair value of options granted during the six month period ended June 30, 2018 was $3.05. The fair value was calculated using the Black-Scholes option pricing model using the following weighted average assumptions:

 

    Period ended June 30, 2018  
Expected life of options     5 years  
Annualized volatility     60 %
Risk-free interest rate     2.90 %
Dividend rate     0 %

 

During the six month period ended June 30, 2018, the Company recognized stock-based compensation expense of $1,884,415 (June 30, 2017 - $537,379).

  

    14

 

   

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

Warrants

 

On exercise, each warrant allows the holder to purchase one common share of the Company.

 

The changes in warrants during the six month period ended June 30, 2018 are as follows:

 

    June 30, 2018  
    Number of warrants     Weighted average exercise price  
Warrants outstanding, beginning     11,856,858     $ 4.70  
Warrants issued     625,405       15.07  
Warrants outstanding, ending     12,482,263     $ 5.25  

 

At June 30, 2018, all warrants outstanding were exercisable. Details of warrants outstanding as at June 30, 2018 are as follows:

 

Exercise price   Weighted average 
contractual life
    Number of  warrants
outstanding
 
$ 0.80 CAD - $16.00 CAD     3.22 years       11,281,966  
$2.00 USD - $24.00 USD     2.60 years       1,200,298  

 

12.        Reserve

 

Share-based payment reserve

The share-based payment reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. If the options, or warrants expire unexercised, the amount remains in the share-based payment reserve account.

 

13.         General and administrative expenses

 

    3 months ended     6 months ended  
    June 30,
2018
    June 30,
2017
    June 30,
2018
    June 30,
2017
 
Rent   $ 85,919     $ 62,409     $ 173,041     $ 120,693  
Office expenses     139,362       28,648       376,312       60,697  
Legal and professional     244,194       176,552       509,163       353,405  
Consulting fees     230,831       93,564       374,096       186,908  
Investor relations     72,325       18,354       162,383       40,577  
Salaries     161,625       65,619       314,478       165,675  
    $ 934,256     $ 445,146     $ 1,909,473     $ 927,955  

 

14.         Research and development expenses

 

    3 months ended     6 months ended  
    June 30,
2018
    June 30,
2017
    June 30,
2018
    June 30,
2017
 
Labour   $ 841,866     $ 454,914     $ 1,527,434     $ 904,337  
Materials     879,798       256,407       1,759,972       1,194,247  
Government grants     (3,065 )     (90,000 )     (8,630 )     (193,534 )
    $ 1,718,599     $ 621,321     $ 3,278,776     $ 1,905,050  

 

    15

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

15.         Sales and marketing expenses

 

    3 months ended     6 months ended  
    June 30,
2018
    June 30,
2017
    June 30,
2018
    June 30,
2017
 
Consulting   $ 57,294     $ 30,444     $ 119,515     $ 51,718  
Marketing     64,875       46,400       213,854       81,927  
Salaries     74,445       89,128       142,875       156,593  
    $ 196,614     $ 165,972     $ 476,244     $ 290,238  

 

16.         Segmented information

 

The Company operates in two reportable business segments in Canada.

 

The two reportable business segments offer different products, require different production processes, and are based on how the financial information is produced internally for the purposes of making operating decisions. The following summary describes the operations of each of the Company’s reportable business segments:

 

· Electric Vehicles – development and manufacture of electric vehicles for mass markets, and
· Custom build vehicles – development and manufacture of high end custom built vehicles.

 

Sales between segments are accounted for at prices that approximate fair value. No business segments have been aggregated to form the above reportable business segments.

 

    3 months ended June 30, 2018     3 months ended June 30, 2017  
    Electric Vehicles     Custom Built
Vehicles
    Electric Vehicles     Custom Built
Vehicles
 
Revenue   $ -     $ 279,366     $ -     $ -  
Gross profit     -       86,715       -       -  
Operating expenses     4,543,846       100,070       1,552,456       -  
Other items     (1,949,011 )     8,028       22,511       -  
Net and comprehensive loss     2,594,832       21,383       1,574,967       -  

  

    6 months ended June 30, 2018     6 months ended June 30, 2017  
    Electric Vehicles     Custom Built
Vehicles
    Electric Vehicles     Custom Built
Vehicles
 
Revenue   $ -     $ 445,499     $ -     $ -  
Gross profit     -       150,180       -       -  
Operating expenses     8,128,254       171,946       3,715,826       -  
Other items     (3,145,750 )     15,919       48,710       -  
Net and comprehensive loss     4,982,504       37,685       3,764,536       -  

  

    June 30, 2018     December 31, 2017  
    Electric Vehicles     Custom Built
Vehicles
    Electric Vehicles     Custom Built
Vehicles
 
                         
Inventory   $ -     $ 274,518     $ -     $ 232,903  
Plant and equipment     4,680,237       25,279       1,370,350       23,333  

 

    16

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

17.         Related party transactions

 

Related party balances

The following amounts are due to related parties

 

    June 30,
2018
    December 31,
2017
 
Shareholder loan   $ 8,306     $ 10,383  
Due to related parties (Note 8)     78,993       16,814  
    $ 87,299     $ 27,197  

 

These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

 

Directors & key management personnel compensation

 

    3 months ended     6 months ended  
    June 30,
2018
    June 30,
2017
    June 30,
2018
    June 30,
2017
 
Directors fees   $ 45,601     $ -     $ 45,601     $ -  
Consulting fees     72,000       45,000       132,000       90,000  
Salary     88,000       51,000       176,000       102,000  
Deferred salary for CEO     -       15,000       -       30,000  
Stock-based compensation     510,566       224,255       632,128       426,892  
    $ 705,667     $ 335,255     $ 985,729     $ 648,892  

 

18.         Financial instruments and financial risk management

 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

 

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash and cash equivalents held in bank accounts. The majority of cash is deposited in bank accounts held with major financial institutions in Canada. As most of the Company’s cash is held by one financial institution there is a concentration of credit risk. This risk is managed by using major financial institutions that are high credit quality financial institutions as determined by rating agencies. The Company’s secondary exposure to risk is on its receivables. This risk is minimal as receivables consist primarily of government grant and refundable government goods and services taxes.

 

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.

 

Historically, the Company's source of funding has been shareholder loans and the issuance of equity securities for cash, primarily through private placements. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.

 

The following is an analysis of the contractual maturities of the Company’s non-derivative financial liabilities as at June 30, 2018:

 

At June 30, 2018   Within one year     Between one 
and five years
    More than
five years
 
Trade payables   $ 1,232,060     $ -     $ -  
Customer deposits     410,774       -       -  
Shareholder loan     8,306       -       -  
    $ 1,651,140     $ -     $ -  

 

    17

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

At December 31, 2017   Within one year     Between one 
and five years
    More than
five years
 
Bank loan   $ 123,637     $ -     $ -  
Trade payables     474,334       -       -  
Customer deposits     447,071       -       -  
Shareholder loan     10,383       -       -  
Promissory note     1,500,000       -       -  
    $ 2,555,425     $ -     $ -  

 

Foreign exchange risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company is exposed to currency risk as it incurs expenditures that are denominated in US dollars while its functional currency is the Canadian dollar. The Company does not hedge its exposure to fluctuations in foreign exchange rates.

 

The following is an analysis of Canadian dollar equivalent of financial assets and liabilities that are denominated in US dollars:

 

    June 30,
2018
    December 31,
2017
 
Cash and cash equivalents   $ 2,327,867     $ 5,596,635  
Trade receivables     136,374       -  
Trade payables     (806,307 )     (138,794 )
    $ 1,657,934     $ 5,457,841  

 

Based on the above net exposures, as at June 30, 2018, a 10% change in the US dollars to Canadian dollar exchange rate would impact the Company’s net loss by $165,793 (December 31, 2017 - $545,784).

 

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its cash equivalents as these instruments have original maturities of twelve months or less and are therefore exposed to interest rate fluctuations on renewal. A 1% change in market interest rates would have an impact on the Company’s net loss of $1,000 for the six month period ended June 30, 2018 (December 31, 2017 - $18,950).

 

Classification of financial instruments

Financial assets included in the statement of financial position are as follows:

 

    June 30,
2018
    December 31,
2017
 
Loans and receivables:                
Cash and cash equivalents   $ 4,235,315     $ 8,610,996  
Receivables     627,677       243,639  
    $ 4,862,992     $ 8,854,635  

 

Financial liabilities included in the statement of financial position are as follows:

 

    June 30,
2018
    December 31,
2017
 
Non-derivative financial liabilities:                
Bank loan   $ -     $ 123,637  
Trade payable including amounts due to related parties     1,232,060       474,334  
Customer deposits     410,774       447,071  
Shareholder loan     8,306       10,383  
Promissory note     -       1,500,000  
Derivative financial liabilities:                
Warrant derivative liability     1,306,603       3,655,686  
    $ 2,957,743     $ 6,2111,111  

 

    18

 

  

Electrameccanica Vehicles Corp.

Notes to the Interim Consolidated Financial Statements

(Unaudited - Expressed in Canadian dollars)

For the six months ended June 30, 2018

 

Fair value

The fair value of the Company’s financial assets and liabilities approximates the carrying amount.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

· Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
· Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
· Level 3 – Inputs that are not based on observable market data.

 

Financial liabilities measured at fair value at June 30, 2018 consisted of the derivative liability, which is measured using level 3 inputs.

 

The fair value of the derivative liability was calculated using the Black-Scholes Option Pricing Model using volatility of a comparable company as an estimate of volatility.

 

19.         Capital management

 

The Company’s policy is to maintain a strong capital base so as to safeguard the Company’s ability to maintain its business and sustain future development of the business. The capital structure of the Company consists of equity. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.

 

20.         Subsequent events

 

On July 18, 2018, the Company completed a private placement of 150,847 units at a price of USD $5.90 per unit for gross proceeds of USD $890,000 (CAD $1,171,162). Each unit was comprised of one common share and a warrant to purchase one additional common share at a price of $12.00. The Company paid third party finder’s fees of $116,590 relating to this private placement.

 

On July 19, 2018 the Company and certain executive officers entered into stock option cancellation agreements and agreed to cancel 21,477,273 stock options that were exercisable at $0.30 per share and 3,522,727 stock options that were exercisable at $0.80 per share.

 

On July 20, 2018, the Company completed a private placement of 54,746 units at a price of USD $5.90 per unit for gross proceeds of USD $323,000 (CAD $426,388). Each unit was comprised of one common share and a warrant to purchase one additional common share at a price of $12.00. The company paid third party finder’s fees of $42,313 relating to this private placement.

 

On July 31, 2018 the Company filed a F1/A Registration Statement with the Securities and Exchange Commission, which was declared effective on August 3, 2018.

 

On August 8, 2018, the Company entered into an underwriting agreement with respect to an underwritten public offering of 2,353,000 units at a price of USD $4,25 per unit for gross proceeds of USD $10 million, and expected net proceeds of USD $8.8 million, which closed on August 13, 2018. Each unit was comprised of one common share and two warrants each to purchase one additional common share at a price of USD $4.25 for a period of five years from issue. The underwriters also have a 45-day option to purchase up to an additional 352,950 common shares and/or warrants to purchase up to an additional 705,900 common shares, representing 15% of the common shares sold in the public offering and 15% of the warrants sold in the public offering.

 

Under the underwriting agreement and related “lock-up” agreements, the Company, each director and executive officer of the Company, and certain shareholders have agreed not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of underwriters for a period of 180 days after the date of the underwriting agreement.

 

The common shares and the warrants have been approved to list on the Nasdaq Capital Market under the symbols SOLO and SOLOW, respectively, and began trading on August 9, 2018.

 

On August 8, 2018 the Company granted stock options to acquire 275,000 common shares of the Company at an exercise price of USD $6.18 for a period of 7 years. The options vest over a 48 month period.

  

    19

 

Exhibit 99.2 

 

ELECTRAMECCANICA VEHICLES CORP.

Form 51-102F1 Management's Discussion & Analysis

For the six months ended June 30, 2018

 

1.1.1 Date August 13, 2018

 

Introduction

 

The following management's discussion and analysis, prepared as of June 30, 2018, is a review of operations, current financial position and outlook for ElectraMeccanica Vehicles Corp. (the "Company") and should be read in conjunction with the Company's unaudited financial statements for the six months ended June 30, 2018 and the notes thereto. The reader should also refer to the annual audited financial statements for the year ended December 31, 2017. Amounts are reported in Canadian dollars based upon financial statements prepared in accordance with International Financial Reporting Standards. Additional information relevant to the Company's activities can be found on SEDAR at www.sedar.com.

 

Forward-Looking Statements

 

Certain statements contained in the following Management’s Discussion and Analysis (MD&A) constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

 

Risks and Uncertainties

 

A going concern assessment is outlined in Note 1 of the financial statements.

 

1.2 Overall Performance

   

Description of Business

 

The Company was incorporated on February 16, 2015, under the laws of the province of British Columbia, Canada, and its principal activity is the development and manufacturing of single occupancy electric vehicles.

 

The head office and principal address of the Company are located at 102 East 1 st Avenue, Vancouver, British Columbia, Canada, V5T 1A4.

 

Additional information related to the Company is available on SEDAR at www.sedar.com.

 

Performance Summary

 

The following is a summary of significant events and transactions that occurred during the six months ended June 30, 2018:

 

The Company introduced the chassis for its second electric vehicle, the Tofino, to the public at the Vancouver International Auto Show held at the Vancouver Convention Centre, Vancouver, British Columbia on March 19, 2018.

 

    1

 

 

On March 20, 2018, the Company announced the appointment of Steven Sanders and Luisa Ingargiola as independent directors.

 

On May 7, 2018, the Company announced the first nationally certified SOLO has been shipped to its new home in Los Angeles, California.

 

During the six months ended June 30, 2018, the Company raised gross proceeds of $6,897,647 from private placements.

 

Financings

 

During the six months ended June 30, 2018, the Company issued the following shares;

 

Issuance of Shares   Number of Shares Issued     Cash Proceeds  
Private Placements     1,182,543     $ 6,897,647  
Finder’s Fee     2,286     $ 23,678  
Shares issued for exercise of stock options     6,198     $ 31,669  
Shares issued for services     75,000       Nil  
Share issued costs     Nil     $ 698,052  

 

On July 18, 2018, the Company completed a private placement of 150,847 units at a price of USD $5.90 per unit for gross proceeds of USD $890,000 (CAD $1,171,162). Each unit was comprised of one common share and a warrant to purchase one additional common share at a price of $12.00. The company paid third party finder’s fees of $116,590 relating to this private placement.

 

On July 20, 2018, the Company completed a private placement of 54,746 units at a price of USD $5.90 per unit for gross proceeds of USD $323,000 (CAD $426,388). Each unit was comprised of one common share and a warrant to purchase one additional common share at a price of $12.00. The company paid third party finder’s fees of $42,313 relating to this private placement.

 

On July 31, 2018 the Company filed a F1/A Registration Statement with the Securities and Exchange Commission, which was declared effective on August 3, 2018.

 

On August 8, 2018, the Company entered into an underwriting agreement with respect to an underwritten public offering of 2,353,000 units at a price of USD $4,25 per unit for gross proceeds of USD $10 million, and expected net proceeds of USD $8.8 million, which is expected to close on August 13, 2018. Each unit was comprised of one common share and two warrants each to purchase one additional common share at a price of USD $4.25 for a period of five years from issue. The underwriters also have a 45-day option to purchase up to an additional 352,950 common shares and/or warrants to purchase up to an additional 705,900 common shares, representing 15% of the common shares sold in the public offering and 15% of the warrants sold in the public offering.

 

    2

 

 

 Under the underwriting agreement and related “lock-up” agreements, the Company, each director and executive officer of the Company, and certain shareholders have agreed not to sell, transfer or otherwise dispose of securities of the Company, without the prior written consent of underwriters for a period of 180 days after the date of the underwriting agreement.

 

The common shares and the warrants have been approved to list on the Nasdaq Capital Market under the symbols SOLO and SOLOW, respectively, and began trading on August 9, 2018.

 

Incentive Stock Options

 

During the six months ended June 30, 2018, the Company granted 492,500 additional stock options with an exercise price between US$9.00 and US$9.60 per share, which options will expire on January 6, 2025. The following table represents the number of stock options that are outstanding as at March 31, 2018.

 

Date of Grant   Number of 
Options
    Price Per Option     Expiry Date
June 11, 2015     22,500,000     $ 0.30     June 11, 2022
August 13, 2015     1,331,250     $ 0.30     August 13, 2022
December 9, 2015     4,200,000     $ 0.80     December 9, 2022
March 7, 2016     12,500     $ 0.80     March 7, 2023
June 21, 2016     12,500     $ 2.00     June 21, 2023
February 17, 2017     470,000     $ 2.00     February 17, 2024
August 8, 2017     50,000     $ 2.00     August 8, 2023
January 5, 2018     347,500     US$ 9.60     January 4, 2025
April 17, 2018     150,000     US$ 9.00     April 17, 2025

 

On July 19, 2018 the Company and certain executive officers entered into stock option cancellation agreements and agreed to cancel 21,477,273 stock options that were exercisable at $0.30 per share and 3,522,727 stock options that were exercisable at $0.80 per share.

 

On August 8, 2018 the Company granted stock options to acquire 275,000 common shares of the Company at an exercise price of USD $6.18 for a period of 7 years. The options vest over a 48 month period.

 

    3

 

 

1.2 Selected Annual Financial Information

 

    Year Ended
December 31, 2017
    Year Ended
December 31, 2016
 
    $     $  
Revenue     109,173       -  
Gross Profit     45,223       -  
                 
Operations:                
Amortisation     124,133       22,567  
General & Administration Exp.     2,373,251       1,205,835  
Research & Development Exp.     4,430,386       2,778,295  
Sales & Marketing Exp.     631,381       209,455  
Stock-based compensation Exp.     889,511       1,461,189  
Share-based payment Exp.     1,085,716       3,264,681  
Subtotal     (9,489,156 )     (8,942,022 )
Accretion Interest Exp.     69,562       25,908  
                 
Changes in fair value of derivative liability     186,269       -  
Finders fee on convertible loan     258,542       -  
Impairment of Goodwill     1,342,794       -  
Foreign exchange loss     20,048       5,417  
 Loss for the Period     (11,366,372 )     (8,973,347 )
Basic & Diluted Loss per Share     (0.35 )     (0.27 )
                 
Balance Sheet                
Working Capital     6,653,009       3,555,976  
Total Assets     12,661,381       4,787,766  
Total Long Term Liabilities     3,655,690       Nil  

 

    4

 

 

1.3 Results of Operations

  

Three months ended June 30, 2018

 

Revenue for the three months ended June 30, 2018 was $279,366 (2017: $nil), caused by the acquisition of Intermeccanica International Inc. (“IMI”). The cost of revenue was $192,651 providing a gross profit of $86,715 or 31%. Revenue recognition for IMI is based on a percentage completion method, and currently, IMI has 8 Roadsters/Speedsters in various stages of production. The following table indicates the number of vehicles produced for either delivery to customers, testing or marketing purposes.

 

Vehicle Type   Production
Three Months Ended
    Customer Deliveries
Three Months Ended
 
    June 30, 2018     June 30, 2017     June 30, 2018     June 30, 2017  
Roadster/Speedster     3       2       1       3  
SOLO     6       3       6       1  

 

During the three months ended June 30, 2018, the Company incurred a comprehensive loss of $2,616,215 compared to $1,574,967 loss for the corresponding period in 2017. The largest expense items that resulted in an increase in net comprehensive loss for the three months ended June 30, 2018 were;

 

General and administrative expenses for the three months ended June 30, 2018 were $934,256 compared to $445,146 for the three months ended June 30, 2017. The following items are included in office and general expenses;

 

· Rent increased to $85,919, for the three months ended June 30, 2018, from $62,409 for the three months ended June 30, 2017. The increase was caused by the acquisition of Intermeccanica International Inc., (“IMI”).
· Office expenses increased to $139,363, for the three months ended June 30, 2018, from $28,648 for the corresponding quarter ended June 30, 2017. The increase was caused by travel by the Company’s staff to China and USA for strategic alliances; an increase in insurance costs and the acquisition of IMI.
· Legal & Professional were $244,194, for the three months ended June 30, 2018, from $176,552 for the corresponding quarter ended June 30, 2017. The increase in legal and professional expenses relate to the increases in accounting fees; legal fees related to the Company’s patent filings as well as increases in legal costs related to the Company’s Nasdaq listing application.
· Consulting fees were $230,831, for the three months ended June 30, 2018, compared to $93,564 for the corresponding quarter ended June 30, 2017. The increase in fees related to the use of additional consultants for investor relations; executive advisory services and directors fees.
· Investor relations expenses, not including consultant fees above, increased to $72,325 for the three months ended June 30, 2018, from $18,354 for the corresponding quarter ended June 30, 2017. The increases relate to filing and news wire fees.
· Salaries increased to $161,625 for the three months ended June 30, 2018, compared to $65,620 for the corresponding quarter ended June 30, 2017. The increase is related to performance increases to certain salaried employees, the addition of new employees and the additional employees from the purchase of IMI.

 

Research and development expenses increased to $1,718,599 for the three months ended June 30, 2018 from $621,321 for the corresponding quarter ended June 30, 2017. The Company continues to develop its first electric vehicle, the SOLO. All costs related to pre-production vehicles are being expensed to research and development. During the three months ended June 30, 2018, the Company received $3,065 (2017: $90,000) in government grants due from the Industrial Research Assistance Program (“IRAP) Co-op program administered by the National Research Council.

 

    5

 

 

Sales and marketing expenses increased to $196,614 for the three months ended June 30, 2018 from $165,972 for the corresponding quarter ended June 30, 2017. The Company has increased its sales and marketing efforts by attending trade shows, re-establishing its social media presence and increasing its staff as its first electric vehicle, the SOLO, nears production.

 

Stock-based compensation charges for the three months ended June 30, 2018 were $1,094,181 (2017: $289,723). The Company issued 150,000 stock options at an exercise price of US$9.60 per share during the three months ended June 30, 2018. In addition, the stock-based compensation charges relate to stock options issued during previous quarters where charges are recognised over the stock option vesting period. The Company uses the Black-Scholes method of calculating the stock-based compensation expense under the graded method.

 

Share-based payment charges for the three months ended June 30, 2018, were $622,877, (2017: $nil). The share-based payment charges relate to shares issued to a consultant as compensation for services performed and are valued at the market price of the Company’s share price at the time of issuance.

 

The operating loss for the three months ended June 30, 2018 increased to $4,557,198 (2017: $1,552,456); the increase in operating loss was caused by the aforementioned expenses for the quarter.

 

The Company did not incur an interest accretion expense for the three months ended June 30, 2018 (2017: $20,502), relating to a convertible loan.

 

The Company incurred changes in fair values of warrant derivative of $(1,860,027) (2017: $Nil), caused by warrants priced in US dollars, while the Company’s functional currency is in Canadian dollars. As a result of this difference in currencies, the proceeds that will be received by the Company are not fixed and will vary based on foreign exchange rates, hence the warrants are a derivative under IFRS, and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as non-cash gain or loss in the consolidated statement of net loss and comprehensive loss.

 

The Company also had a foreign exchange gain of $80,956 (2017: loss of $2,009).

 

Net loss and comprehensive loss of the three months ended June 30, 2018 was $2,616,215 (2017: $1,574,967).

 

Six months ended June 30, 2018

 

Revenue for the six months ended June 30, 2018 was $445,499 (2017: $nil), caused by the acquisition of Intermeccanica International Inc. (“IMI”). The cost of revenue was $295,319 providing a gross profit of $150,180 or 34%. Revenue recognition for IMI is based on a percentage completion method, and currently, IMI has 8 Roadsters/Speedsters in various stages of production. The following table indicates the number of vehicles produced for either delivery to customers, testing or marketing purposes.

 

Vehicle Type   Production
Six Months Ended
    Customer Deliveries
Six Months Ended
 
    June 30, 2018     June 30, 2017     June 30, 2018     June 30, 2017  
Roadster/Speedster     3       5       1       4  
SOLO     12       5       6       1  

 

    6

 

 

During the six months ended June 30, 2018, the Company incurred a comprehensive loss of $5,020,189 compared to $3,764,536 loss for the corresponding period in 2017. The largest expense items that resulted in an increase in net comprehensive loss for the six months ended June 30, 2018 were;

 

General and administrative expenses for the six months ended June 30, 2018 were $1,909,473 compared to $927,955 for the six months ended June 30, 2017. The following items are included in office and general expenses;

 

· Rent increased to $173,041, for the six months ended June 30, 2018, from $120,694 for the six months ended June 30, 2017. The increase was caused by the acquisition of Intermeccanica International Inc., (“IMI”).
· Office expenses increased to $376,313, for the six months ended June 30, 2018, from $60,698 for the corresponding period ended June 30, 2017. The increase was caused by travel by the Company’s staff to China and USA for strategic alliances and an increases in insurance costs and additional office costs associated with the acquisition of IMI.
· Legal & Professional were $509,163, for the six months ended June 30, 2018, from $353,405 for the corresponding period ended June 30, 2017. The increase in legal and professional expenses relate to the increases in accounting fees and legal fees related to the Company’s patent filings and legal costs associated with the Company’s Nasdaq listing application.
· Consulting fees were $374,096, for the six months ended June 30, 2018, compared to $186,908 for the corresponding period ended June 30, 2017. The increase in fees related to the use of additional consultants for investor relations and executive advisory services, and directors fees.
· Investor relations expenses, not including consultant fees above, increased to $162,383 for the six months ended June 30, 2018, from $40,577 for the corresponding period ended June 30, 2017. The costs relate to filing fees and attending an investor conference.
· Salaries increased to $314,479 for the six months ended June 30, 2018, compared to $165,675 for the corresponding period ended June 30, 2017. The increase is related to performance increases to certain salaried employees, the addition of new employees and the additional employees from the purchase of IMI.

 

Research and development expenses increased to $3,278,776 for the six months ended June 30, 2018 from $1,905,050 for the corresponding six months ended June 30, 2017. The Company continues to develop its first electric vehicle, the SOLO. All costs related to pre-production vehicles are being expensed to research and development. During the three months ended June 30, 2018, the Company received $8,630 (2017: $193,534) in government grants due from the Industrial Research Assistance Program (“IRAP) Co-op program administered by the National Research Council.

 

Sales and marketing expenses increased to $476,244 for the six months ended June 30, 2018 from $290,238 for the corresponding six months ended June 30, 2017. The Company has increased its sales and marketing efforts by attending trade shows, re-establishing its social media presence and increasing its staff as its first electric vehicle, the SOLO, nears production.

 

    7

 

 

Stock-based compensation charges for the six months ended June 30, 2018 were $1,884,415 (2017: $537,379). The Company issued 492,500 stock options at an exercise price of US$9.60 per share during the six months ended June 30, 2018. In addition, the stock-based compensation charges relate to stock options issued during previous quarters where charges are recognised over the stock option vesting period. The Company uses the Black-Scholes method of calculating the stock-based compensation expense under the graded method.

 

Share-based payment charges for the six months ended June 30, 2018, were $622,877, (2017: $nil). The share-based payment charges relate to shares issued to a consultant as compensation for services performed and are valued at the market price of the Company’s share price at the time of issuance.

 

The operating loss for the six months ended June 30, 2018 increased to $8,150,020 (2017: $3,715,826); the increase in operating loss was caused by the aforementioned expenses for the quarter.

 

The Company did not incur an interest accretion expense for the six months ended June 30, 2018 (2017: $40,779), relating to a convertible loan.

 

The Company incurred changes in fair values of warrant derivative of $(3,026,054) (2017: $Nil), caused by warrants priced in US dollars, while the Company’s functional currency is in Canadian dollars. As a result of this difference in currencies, the proceeds that will be received by the Company are not fixed and will vary based on foreign exchange rates, hence the warrants are a derivative under IFRS, and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as non-cash gain or loss in the consolidated statement of net loss and comprehensive loss.

 

The Company also had a foreign exchange gain of $103,777 (2017: loss of $7,931).

 

Net loss and comprehensive loss of the six months ended June 30, 2018 was $5,020,189 (2017: $3,764,536).

 

1.5 Summary of Quarterly Results

 

The following table sets forth selected financial information of the Company for each of the last eight quarters:

 

Quarter Ending   Note     Expenses 
$
    Net Loss
 $
    Basic and diluted net
loss per share 
$
 
June 30, 2018     6       (4,643,913 )     (2,616,215 )     (0.11 )
March 31, 2018     5,6       (3,656,287 )     (2,403,974 )     (0.10 )
December 31, 2017     3,4       (3,655,385 )     (4,617,104 )     (0.10 )
September 30, 2017     2       (2,163,168 )     (2,984,732 )     (0.07 )
June 30, 2017             (1,552,456 )     (1,574,967 )     (0.04 )
March 31, 2017             (2,163,370 )     (2,189,569 )     (0.05 )
December 31, 2016     1       (5,880,650 )     (5,437,308 )     (0.14 )
September 30, 2016             (1,453,885 )     (1,453,885 )     (0.05 )

 

Note 1– The Company incurred a share-based payment charge of $3,264,681.

Note 2 – The Company incurred a Finder’s fee expense of $258,542 on a convertible loan related to the fair value of shares issued on the conversion of the convertible loan to equity.

Note 3 – The Company incurred an impairment of goodwill arising from the acquisition of Intermeccanica International Inc., of $1,342,794

Note 4 – The Company incurred a change in value of warrants of $186,269.

Note 5 – The Company incurred a change in value of warrants of $(1,166,027)

Note 6 – Basic and diluted net loss per share reflects a 1 for 2 share consolidation, which has been retroactively applied to the most recent quarter quarters.

Note 7 - The Company incurred a change in value of warrants of $(1,860,027).

 

    8

 

 

1.6 Liquidity and Capital Resources

 

The Company’s operations consist of the designing, developing and manufacturing of electric vehicles. The Company’s financial success is dependent upon its ability to market and sell its electric vehicles; and to raise sufficient working capital to enable the Company to execute its business plan. The Company’s historical capital needs have been met by the sale of the Company’s stock. There is no assurance that equity funding will be possible at the times required by the Company. If no funds can be raised and sales of its electric vehicles do not produce sufficient net cash flow, then the Company may require a significant curtailing of operations to ensure its survival.

 

The financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company incurred a net loss and comprehensive loss of $5,020,189 during the six months ended June 30, 2018 and has a cash balance and a working capital surplus of $4,235,315 and $3,199,150, respectively, as at June 30, 2018 . The Company’s ability to meet its obligations as they fall due and to continue to operate as a going concern is dependent on the continued financial support of the creditors and the shareholders. In the past, the Company has relied on sales of its equity securities to meet its cash requirements. There can be no assurance that funding from this or other sources will be sufficient in the future to continue its operations. Even if the Company is able to obtain new financing, it may not be on commercially reasonable terms or terms that are acceptable to it. Failure to obtain such financing on a timely basis could cause the Company to reduce or terminate its operations. The above indicates the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

 

As of June 30, 2018, the Company had 25,060,133 issued and outstanding shares and 41,551,013 shares on a fully diluted basis. The Company began trading on the over the counter market on September 1, 2017.

 

The Company had $3,199,150, of working capital surplus as at June 30, 2018 compared to $6,653,009 working capital surplus as at December 31, 2017. The decrease in working capital resulted from the cash used in operations of $5,272,766, (2017: $2,891,812); cash used in investing activities of $2,962,869 (2017: $272,763) resulting from the additions to property, plant and equipment and an increase in restricted cash; which was offset by financing activities generating cash of $3,859,954, (2017: $837,064), due to the issuance of 1,182,543 common shares for net cash proceeds of $5,485,668 (2017: $837,064); the repayment of a promissory note of $1,500,000 (2017: $nil) due to the purchase of Intermeccanica International Inc., and the repayment of a bank loan acquired on the purchase of Intermeccanica International Inc.

 

1.7 Capital Resources

 

As at June 30, 2018, the Company had cash and cash equivalents of $4,235,315 (2017: $1,588,772). The Company is aggressively pursuing equity financing and there can be no guarantees that the Company will be successful in its endeavors.

 

    9

 

 

As of the date of this MD&A, the Company has no outstanding commitments, other than rent and lease commitments and $5.5 million payable to the Company’s manufacturing partner for the production of the SOLO (Financial statement note 6 & 9 for the six months ended June 30, 2018). The Company delayed its payment of $1.8 million due to manufacturing partner’s inability to meet their stated time lines. The Company anticipates that the manufacturing partner will resumes its stated timelines for the production of the SOLO in the next 60 days. On October 16, 2017, Jerry Kroll, CEO, entered into a Share Pledge Agreement with Zongshen to guarantee the Company’s payment for the cost of the prototype tooling and molds estimated to be $1.8 million through the pledge of 400,000 of our common shares at a deemed price of US$4.00. Apart from our agreement to reimburse Mr. Kroll for liabilities under his Share Pledge Agreement, Apart from our agreement to reimburse Mr. Kroll for liabilities under his Share Pledge Agreement, we have not pledged any of our assets as security for loans, or otherwise and are not subject to any debt covenants.

 

1.8 Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

1.9 Transactions with Related Parties

 

Related party balances

The following amounts are due to related parties

 

    March 31,
2018
    December 31,
2017
 
Shareholder loan   $ 8,306     $ 10,383  
Due to related parties (Note 8)     78,993       16,814  
    $ 87,299     $ 27,197  

 

These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

 

Key management personnel compensation

 

    3 months ended     6 months ended  
    June 30,
2018
    June 30,
2017
    June 30,
2018
    June 30,
2017
 
Directors Fees   $ 45,601     $ -     $ 45,601     $ -  
Consulting fees     72,000       45,000       132,000       90,000  
Salary     88,000       51,000       176,000       102,000  
Deferred salary for CEO     -       15,000       -       30,000  
Stock-based compensation     510,566       224,255       632,128       426,892  
    $ 705,667     $ 335,255     $ 985,729     $ 648,892  

 

    10

 

 

1.10 Critical Accounting Estimates.

 

The preparation of the Company’s financial statements requires management to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenue and expenses.

 

Research costs are expensed when incurred and are stated net of government grants. Development costs including direct material, direct labour and contract service costs are capitalized as intangible assets when the Company can demonstrate that the technical feasibility of the project has been established; the Company intends to complete the asset for use or sale and has the ability to do so; the asset can generate probable future economic benefits; the technical and financial resources are available to complete the development; and the Company can reliably measure the expenditure attributable to the intangible asset during its development.

 

The Company accounts for all stock-based payments and awards using the fair value based method. Under the fair value based method, stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity estimates issued, or liabilities incurred, whichever is more reliably measurable.

 

From time to time, the company must make accounting estimates. These are based on the best information available at the time, utilizing generally accepted industry standards.

 

1.11 Changes in Accounting Policies including Initial Adoption

 

See Note 1 of the Company's financial statements for the year ended December 31, 2017.

 

Going concern issue

 

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at June 30, 2018, the Company had not commenced commercial production of the SOLO and is not able to finance day to day activities through operations. The Company’s continuation as a going concern is dependent upon the successful results from its electric vehicles manufacturing activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Management intends to finance its operations over the next twelve months through private placement and/or public offerings of equity capital. Should the Company be unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

 

Internal control over financial reporting and disclosure controls and procedures

 

Management is responsible for the design and maintenance of both internal control systems over financial reporting and disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that relevant information is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure.

 

    11

 

 

Current disclosure controls include meetings with the CEO, chief financial officer and members of the Board of Directors and audit committee through e-mails, on telephone conferences and informal meetings to review public disclosure. All public disclosures are reviewed by certain members of senior management and the board of directors and audit committee of the Board of Directors has delegated the duties to the chief executive officer who is primarily responsible for financial and disclosure controls.

 

Management and the board of directors continue to work to mitigate the risk of material misstatement.

 

Risk and uncertainties

 

We have a limited operating history and have not yet generated any revenues.

 

Our limited operating history makes evaluating our business and future prospects difficult. We were formed in February 2015 and we have not yet begun producing or delivering our first production SOLO. To date, we have no revenues from our electric vehicles. We intend in the longer term to derive substantial revenues from the sales of our SOLO vehicle and other intended electric vehicles. The SOLO is in development, and we have started to deliver the SOLO to our customers. However, the SOLO vehicle requires significant investment prior to commercial production and may not be successfully developed or commercially successful.

 

It is anticipated that we will experience an increase in losses prior to the launch of the SOLO.

 

For the six months ended June 30, 2018, we generated a loss of $5,020,189, bringing our accumulated deficit to $26,355,741. We anticipate generating a significant loss for the current fiscal year. The independent auditor’s report on our financial statements includes an explanatory paragraph relating to our ability to continue as a going concern.

 

We have no revenues, other than that generated from our subsidiary Intermeccanica International Inc., are currently in debt and expect significant increases in costs and expenses to forestall revenues for the foreseeable future. Even if we are able to successfully develop the SOLO, there can be no assurance that we will be commercially successful. If we are to achieve profitability, we must have a successful commercial introduction and acceptance of the SOLO, which may not occur.

 

We expect the rate at which we will incur losses to increase significantly in future periods from current levels as we:

 

design, develop and manufacture the SOLO and its components;

 

design and develop the Tofino and its components for a launch in 2019;

 

develop and equip our manufacturing facility;

 

build up inventories of parts and components for the SOLO;

 

open Electrameccanica stores;

 

expand our design, development, maintenance and repair capabilities;

 

develop and increase our sales and marketing activities; and

 

develop and increase our general and administrative functions to support our growing operations.

 

    12

 

 

Since we will incur the costs and expenses from these efforts before we receive any revenues with respect thereto, our losses in future periods will be significantly greater than the losses we would incur if we developed the business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in increases in our revenues, which would further increase our losses.

 

We currently have negative operating cash flows, and if we are unable to generate positive operating cash flows in the future, our viability as an operating business will be adversely affected.

 

We have made significant up-front investments in research and development, sales and marketing, and general and administrative expenses in order to rapidly develop and expand our business. We are currently incurring expenditures related to our operations that have generated a negative operating cash flow. Operating cash flow may decline in certain circumstances, many of which are beyond our control. There is no assurance that sufficient revenues will be generated in the near future. Because we continue to incur such significant future expenditures for research and development, sales and marketing, and general and administrative expenses, we may continue to experience negative cash flow until we reach a sufficient level of sales with positive gross margins to cover operating expenses. An inability to generate positive cash flow until we reach a sufficient level of sales with positive gross margins to cover operating expenses or raise additional capital on reasonable terms will adversely affect our viability as an operating business.

We will need a significant amount of capital to carry out our proposed business plan, and unless we are able to raise sufficient funds we may be forced to discontinue our operations .

 

In order to carry out our proposed business plan to develop, manufacture, sell and service electric vehicles, we will require a significant amount of capital.

 

We intend to meet our cash requirements for the next 12 months through the sale of our equity securities in private placements, through shareholder loans or possibly through a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough funds through such capital-raising efforts, we may review other financing possibilities such as bank loans. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us. We intend to negotiate with our management and consultants to pay parts of their salaries and fees with stock and stock options instead of cash.

 

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current corporate structure. There is no guarantee that we will be able to obtain any funding or that we will have sufficient resources to conduct our business as projected, any of which could mean that we will be forced to discontinue our operations.

 

    13

 

 

Terms of subsequent financings may adversely impact current investment.

 

We may have to engage in common equity, debt, or preferred stock financing in the future. The rights and the value of investment in our common stock could be reduced. Interest on debt securities could increase costs and negatively impacts operating results. In addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of our current shareholders. Shares of common stock which we sell could be sold into any market which develops, which could adversely affect the market price.

 

Our future growth is dependent upon consumers’ willingness to adopt three-wheeled single passenger electric vehicles.

 

Our growth is highly dependent upon the adoption by consumers of, and we are subject to an elevated risk of any reduced demand for, alternative fuel vehicles in general and electric vehicles in particular. If the market for three-wheeled single passenger electric vehicles does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. Factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include:

 

perceptions about electric vehicle quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles;

 

perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology, including vehicle electronics and braking systems;

 

the limited range over which electric vehicles may be driven on a single battery charge;

 

the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge;

 

concerns about electric grid capacity and reliability, which could derail our efforts to promote electric vehicles as a practical solution to vehicles which require gasoline;

 

the availability of alternative fuel vehicles, including plug-in hybrid electric vehicles;

 

improvements in the fuel economy of the internal combustion engine;

 

the availability of service for electric vehicles;

 

the environmental consciousness of consumers;

 

volatility in the cost of oil and gasoline;

 

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

 

access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric vehicle;

 

the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; and

 

perceptions about and the actual cost of alternative fuel.

 

    14

 

 

The influence of any of the factors described above may cause current or potential customers not to purchase our electric vehicles, which would materially adversely affect our business, operating results, financial condition and prospects.

 

The range of our electric vehicles on a single charge declines over time which may negatively influence potential customers’ decisions whether to purchase our vehicles.

 

The range of our electric vehicles on a single charge declines principally as a function of usage, time and charging patterns. For example, a customer’s use of their SOLO vehicle as well as the frequency with which they charge the battery of their SOLO vehicle can result in additional deterioration of the battery’s ability to hold a charge. We currently expect that our battery pack will retain approximately 85% of its ability to hold its initial charge after approximately 3,000 charge cycles and 8 years, which will result in a decrease to the vehicle’s initial range. Such battery deterioration and the related decrease in range may negatively influence potential customer decisions whether to purchase our vehicles, which may harm our ability to market and sell our vehicles.

 

Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for our electric vehicles.

 

Significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. For example, fuel which is abundant and relatively inexpensive in North America, such as compressed natural gas, may emerge as consumers’ preferred alternative to petroleum based propulsion. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced electric vehicles, which could result in the loss of competitiveness of our vehicles, decreased revenue and a loss of market share to competitors.

 

If we are unable to keep up with advances in electric vehicle technology, we may suffer a decline in our competitive position.

 

We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our competitive position. Any failure to keep up with advances in electric vehicle technology would result in a decline in our competitive position which would materially and adversely affect our business, prospects, operating results and financial condition. Our research and development efforts may not be sufficient to adapt to changes in electric vehicle technology. As technologies change we plan to upgrade or adapt our vehicles and introduce new models in order to continue to provide vehicles with the latest technology, in particular battery cell technology. However, our vehicles may not compete effectively with alternative vehicles if we are not able to source and integrate the latest technology into our vehicles. For example, we do not manufacture battery cells which makes us dependent upon other suppliers of battery cell technology for our battery packs.

 

    15

 

 

If we are unable to design, develop, market and sell new electric vehicles and services that address additional market opportunities, our business, prospects and operating results will suffer.

 

We may not be able to successfully develop new electric vehicles and services, address new market segments or develop a significantly broader customer base. To date, we have focused our business on the sale of the SOLO, a three-wheeled single passenger electric vehicle and have targeted mainly urban residents of modest means. We will need to address additional markets and expand our customer demographic in order to further grow our business. Our failure to address additional market opportunities would harm our business, financial condition, operating results and prospects.

 

Demand in the vehicle industry is highly volatile.

 

Volatility of demand in the vehicle industry may materially and adversely affect our business prospects, operating results and financial condition. The markets in which we will be competing have been subject to considerable volatility in demand in recent periods. Demand for automobile sales depends to a large extent on general, economic, political and social conditions in a given market and the introduction of new vehicles and technologies. As a new start-up manufacturer, we will have fewer financial resources than more established vehicle manufacturers to withstand changes in the market and disruptions in demand.

 

We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.

 

Our success is dependent on the efforts, abilities and continued service of Jerry Kroll - Chief Executive Officer, Henry Reisner - Chief Operating Officer, Kulwant Sandher - Chief Financial Officer, and Ed Theobald – General Manager. A number of these key employees and consultants have significant experience in the automobile manufacturing industry. A loss of service from any one of these individuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire a suitable replacement. We have not obtained any “key man” insurance on certain key personnel.

 

Since we have little experience in mass-producing electric vehicles, any delays or difficulties in transitioning from producing custom vehicles to mass-producing vehicles may have a material adverse effect on our business, prospects and operating results.

 

Our management team has experience in producing custom designed vehicles and is now switching focus to mass producing electric vehicles in a rapidly evolving and competitive market. If we are unable to implement our business plans in the timeframes estimated by management and successfully transition into a mass-producing electric vehicle manufacturing business, then our business, prospects, operating results and financial condition will be negatively impacted and our ability to grow our business will be harmed.

 

    16

 

 

We are subject to numerous environmental and health and safety laws and any breach of such laws may have a material adverse effect on our business and operating results.

 

We are subject to numerous environmental and health and safety laws, including statutes, regulations, bylaws and legal requirements contained in approvals or that arise under common law. These laws relate to the generation, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances, dangerous goods and waste, emissions or discharges into soil, water and air, including noise and odours (which could result in remediation obligations), and occupational health and safety matters, including indoor air quality. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws and/or requirements would have a material adverse effect on our Company and its operating results.

 

Our vehicles are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our business and operating results.

 

All vehicles sold must comply with federal, state and provincial motor vehicle safety standards. In both Canada and the United States vehicles that meet or exceed all federally mandated safety standards are certified under the federal regulations. In this regard, Canadian and U.S. motor vehicle safety standards are substantially the same. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Failure by us to have the SOLO or any future model electric vehicle satisfy motor vehicle standards would have a material adverse effect on our business and operating results.

 

If we are unable to reduce and adequately control the costs associated with operating our business, including our costs of manufacturing, sales and materials, our business, financial condition, operating results and prospects will suffer.

 

If we are unable to reduce and/or maintain a sufficiently low level of costs for designing, manufacturing, marketing, selling and distributing and servicing our electric vehicles relative to their selling prices, our operating results, gross margins, business and prospects could be materially and adversely impacted.

 

If our vehicles fail to perform as expected, our ability to develop, market and sell our electric vehicles could be harmed.

 

Our vehicles may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our vehicles use a substantial amount of software code to operate. Software products are inherently complex and often contain defects and errors when first introduced. While we have performed extensive internal testing, we currently have a very limited frame of reference by which to evaluate the performance of our SOLO in the hands of our customers and currently have no frame of reference by which to evaluate the performance of our SOLO after several years of customer driving.

 

We have very limited experience servicing our vehicles. If we are unable to address the service requirements of our future customers our business will be materially and adversely affected.

 

If we are unable to successfully address the service requirements of our future customers our business and prospects will be materially and adversely affected. In addition, we anticipate the level and quality of the service we will provide our SOLO customers will have a direct impact on the success of our future vehicles. If we are unable to satisfactorily service our SOLO customers, our ability to generate customer loyalty, grow our business and sell additional SOLOs as well as our future intended vehicles could be impaired.

 

    17

 

 

We have very limited experience servicing our vehicles. As of December 31, 2017 we had not sold any SOLOs as we do not plan to begin production of any SOLO vehicles until early third quarter of 2018, and do not have any experience servicing these cars as they do not exist currently. Servicing electric vehicles is different than servicing vehicles with internal combustion engines and requires specialized skills, including high voltage training and servicing techniques.

 

Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm our business.

 

We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such an increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. We use various raw materials in our business including aluminum, steel, carbon fiber, non-ferrous metals such as copper, as well as cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand for these materials and could adversely affect our business and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

 

the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the electric or plug-in hybrid vehicle industry as demand for such cells increases;

 

disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and

 

an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells.

 

Our business is dependent on the continued supply of battery cells for our vehicles. Any disruption in the supply of battery cells from our supplier could temporarily disrupt the planned production of the SOLO until such time as a different supplier is fully qualified. Moreover, battery cell manufacturers may choose to refuse to supply electric vehicle manufacturers to the extent they determine that the vehicles are not sufficiently safe. Furthermore, current fluctuations or shortages in petroleum and other economic conditions may cause us to experience significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials would increase our operating costs, and could reduce our margins if we cannot recoup the increased costs through increased electric vehicle prices. There can be no assurance that we will be able to recoup increasing costs of raw materials by increasing vehicle prices. We have also already announced an estimated price for the base model of our planned SOLO. However, any attempts to increase the announced or expected prices in response to increased raw material costs could be viewed negatively by our potential customers, result in cancellations of SOLO reservations and could materially adversely affect our brand, image, business, prospects and operating results.

 

    18

 

 

The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, financial condition, operating results and prospects.

 

Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle, fiscal tightening or other reasons may result in the diminished competitiveness of the alternative fuel vehicle industry generally or our electric vehicles in particular. This could materially and adversely affect the growth of the alternative fuel automobile markets and our business, prospects, financial condition and operating results.

 

If we fail to manage future growth effectively, we may not be able to market and sell our vehicles successfully.

 

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. We plan to expand our operations in the near future in connection with the planned production of the SOLO. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include:

 

training new personnel;

 

forecasting production and revenue;

 

controlling expenses and investments in anticipation of expanded operations;

 

establishing or expanding design, manufacturing, sales and service facilities;

 

implementing and enhancing administrative infrastructure, systems and processes;

 

addressing new markets; and

 

establishing international operations.

 

We intend to continue to hire a number of additional personnel, including design and manufacturing personnel and service technicians for our electric vehicles. Competition for individuals with experience designing, manufacturing and servicing electric vehicles is intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.

 

Our business may be adversely affected by union activities.

 

Although none of our employees are currently represented by a labor union, it is common throughout the automobile industry generally for many employees at automobile companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages. As we expand our business to include full in-house manufacturing of our SOLO vehicle, there can be no assurances that our employees will not join or form a labor union or that we will not be required to become a union signatory. We are also directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs, it could delay the manufacture and sale of our electric vehicles and have a material adverse effect on our business, prospects, operating results or financial condition.

 

    19

 

 

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

 

We may become subject to product liability claims, which could harm our business, prospects, operating results and financial condition. The automobile industry experiences significant product liability claims and we face inherent risk of exposure to claims in the event our vehicles do not perform as expected or malfunction resulting in personal injury or death. Our risks in this area are particularly pronounced given we have not delivered any SOLO vehicles to date and limited field experience of those vehicles. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our vehicles and business and inhibit or prevent commercialization of other future vehicle candidates which would have material adverse effect on our brand, business, prospects and operating results. We plan to maintain product liability insurance for all our vehicles with annual limits of approximately $5 million on a claims made basis, but we cannot assure that our insurance will be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.

 

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.

 

The status of patents involves complex legal and factual questions and the breadth and effectiveness of patented claims is uncertain. We cannot be certain that we are the first creator of inventions covered by pending patent applications or the first to file patent applications on these inventions, nor can we be certain that our pending patent applications will result in issued patents or that any of our issued patents will afford sufficient protection against someone creating a knockoff of our products, or as a defensive portfolio against a competitor who claims that we are infringing its patents. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications, if any, will result in issued patents in those foreign jurisdictions or that such patents can be effectively enforced, even if they relate to patents issued in the U.S. In addition, others may obtain patents that we need to take a license to or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

 

    20

 

 

We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.

 

Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our vehicles or components, which could make it more difficult for us to operate our business. From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights and urge us to take licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

 

cease selling, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the challenged intellectual property;

 

pay substantial damages;

 

seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;

 

redesign our vehicles or other goods or services; or

 

establish and maintain alternative branding for our products and services.

 

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

 

1.14 Financial Instruments and Other Instruments

 

See Note 18 to the Company's financial statements for the six months ended June 30, 2018 .

 

    21

 

 

1.15 Additional Information

 

HEAD OFFICE CAPITALIZATION
   
102 East 1 st Avenue (as at August 13, 2018)
   
Vancouver, BC Shares Authorized: Unlimited
   
V5T 1A4 Shares Issued:  25,255,726
   
Tel: (604) 428 - 7656  
   
Email: info@electrameccanica.com  
   
OFFICERS & DIRECTORS REGISTRAR TRANSFER AGENT
   
Jerry Kroll, Computershare
   

CEO and Director

   
 Henry Reisner 11 - 100 University Avenue
Toronto, ON, MJ5 2Y1
   
President, COO and Director  
   
Kulwant Sandher, CPA, CA, BSc (Eng.) AUDITORS
   
Chief Financial Officer DMCL LLP
   
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Director LEGAL COUNSEL
   
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Director 14 th Floor – 501 Madison Avenue
   
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Director Vancouver, BC V6E 4N7

 

    22

 

Exhibit 99.3  

 

Form 52-109FV2 

Certification of Interim Filings 

Venture Issuer Basic Certificate 

 

I, Jerry Kroll, Chief Executive Officer of Electrameccanica Vehicles Corp. certify the following:

 

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electrameccanica Vehicles Corp. (the “ issuer ”) for the interim period ended June 30, 2018.
   
2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
   
3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: August 15, 2018  
/s/ Jerry Kroll  
Jerry Kroll  
Chief Executive Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109  Certification of Disclosure in Issuers’ Annual and Interim Filings  (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

 

Exhibit 99.4

 

Form 52-109FV2 
Certification of Interim Filings 
Venture Issuer Basic Certificate 

 

I, Kulwant Sandher, Chief Financial Officer of Electrameccanica Vehicles Corp. certify the following:

 

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Electrameccanica Vehicles Corp. (the “ issuer ”) for the interim period ended June 30, 2018.
   
2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
   
3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: August 15, 2018  
/s/ Kulwant Sandher  
Kulwant Sandher  
Chief Financial Officer  

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109  Certification of Disclosure in Issuers’ Annual and Interim Filings  (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.