Browse EX-10 agreements

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EXHIBIT 10.59

CERTIFICATIONS

I, Fraser Atkinson, certify that:

1. I have reviewed this annual report on Form 20-F of GreenPower Motor Company Inc.;

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

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

4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

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

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Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-276209) and Form S-8 (No. 333-261422) of GreenPower Motor Company Inc. ("the Company") of our report dated July 30, 2025, relating to the consolidated financial statements of the Company appearing in this Annual Report on Form 20-F. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern.

/s/ BDO Canada LLP

Vancouver, Canada

August 17, 2026

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **

We hereby consent to the incorporation by reference in this Registration Statements on Form F-3 (File No. 333- 276209) and Form S-8 (No. 333-261422) of our report dated July 8, 2026, relating to the consolidated financial statements of GreenPower Motor Company Inc. appearing in this Annual Report on Form 20-F.

/s/ DAVIDSON & COMPANY LLP

Chartered Professional Accountants	Vancouver, Canada

August 17, 2026

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Securities and Exchange Commission

Washington, DC 20549 - 0405

U.S.A.

We are the former independent auditors for GreenPower Motor Company Inc. (the "Company") and, under the date of July 30, 2025, we reported on the consolidated financial statements of the Company. We have read the Company's disclosure regarding "Change in Registrant's Certifying Accountant" as included in Item 16F of the Form 20-F and are in agreement with the disclosure in that section, insofar as it pertains to our firm. We have no basis to agree or disagree with other statements of the Company contained therein.

/s/ BDO Canada LLP

Chartered Professional Accountants
Vancouver, Canada

August 17, 2026

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE MAY 13, 2026.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS

DEFINED HEREIN).

Warrant Certificate No.: #	Right to Purchase 2,016,129 Common Shares
Number of Warrants: 2,016,129

This is to certify that, for value received, COUNTRYMAN INVESTMENTS LTD. of #, is the registered holder of **THREE MILLION TWO HUNDRED AND FIVE THOUSAND ONE HUNDRED AND TWENTY EIGHT (2,016,129) **common share purchase warrants (each, a "Warrant") of GREENPOWER MOTOR COMPANY INC. (the "Company"). Each Warrant entitles the Holder, upon and subject to the terms and conditions attached to this certificate or any replacement certificate (in either case the "Warrant Certificate") as Appendix "A" (the "Terms and Conditions"), to acquire from the Company one fully paid and non-assessable common share of the Company (each, a "Warrant Share") at any time prior to 5:00 p.m. (Vancouver time) on January 12, 2029 (the "Time of Expiry") at a price of US$1.24 per Share until the Time of Expiry.

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE MAY 7, 2026.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS

DEFINED HEREIN).

Warrant Certificate No.: #	Right to Purchase 3,205,128 Common Shares
Number of Warrants: 3,205,128

This is to certify that, for value received, COUNTRYMAN INVESTMENTS LTD. of #, is the registered holder of **THREE MILLION TWO HUNDRED AND FIVE THOUSAND ONE HUNDRED AND TWENTY EIGHT (3,205,128) **common share purchase warrants (each, a "Warrant") of GREENPOWER MOTOR COMPANY INC. (the "Company"). Each Warrant entitles the Holder, upon and subject to the terms and conditions attached to this certificate or any replacement certificate (in either case the "Warrant Certificate") as Appendix "A" (the "Terms and Conditions"), to acquire from the Company one fully paid and non-assessable common share of the Company (each, a "Warrant Share") at any time prior to 5:00 p.m. (Vancouver time) on January 6, 2029 (the "Time of Expiry") at a price of US$0.78 per Share until the Time of Expiry.

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 6th day of January, 2026.

BETWEEN:

FWP ACQUISITION CORP., a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at #

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to USD $5,000,000 from two lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of USD $2,500,000 (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

D. The proceeds of the Loan will be applied towards the repayment of the Borrower's operating line of credit with the Bank of Montreal (the "Purpose").

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") is dated effective as of the 6th day of January, 2026.

BETWEEN:

COUNTRYMAN INVESTMENTS LTD., a corporation having an address at #

(Email: #)

(the "Lender")

AND:

GREENPOWER MOTOR COMPANY INC., a corporation having an address at

#

(Email: #)

(the "Borrower")

WHEREAS:

A. The Borrower intends to borrow up to USD $5,000,000 from two lenders (the "Loan Facility") with the Lender participating in the first tranche of the Loan Facility pursuant to this Agreement;

B. The Lender has agreed to provide a loan in the principal amount of USD $2,500,000 (the "Principal Amount") to the Company in accordance with the terms and conditions of this Agreement; and

C. The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

D. The proceeds of the Loan will be applied towards the repayment of the Borrower's operating line of credit with the Bank of Montreal (the "Purpose").

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a "Party" and, together, the "Parties") covenant and agree as set forth below:

1. DEFINITIONS; INTERPRETATION

1.1 For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

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CREDIT AGREEMENT LETTER

Canadian Imperial Bank of Commerce

January 7, 2026

Greenpower Motor Company Inc.

Attention: Fraser Atkinson, Michael John Sieffert and George David Richardson

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Dear Mr. Atkinson, Mr. Sieffert and Mr. Richardson

We are pleased to establish the following credit facilities. Each credit offered is referred to as a "Facility".

Revolving line of credit facility

Credit limit

USD $3,000,000

Purpose

This revolving line of credit is to be used for: Day to day cash flow requirements.

Description

A revolving demand credit. Principal that is borrowed and repaid may be re-borrowed up to the above Credit Limit.

Rate

US Base Rate plus 1.35% per annum.

Repayment

On demand.

January 7, 2026 Greenpower Motor Company Inc.	Version Oct 2023 I 1

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Term facility

Loan amount (rounded to the nearest dollar)

USD $2,000,000

Purpose

This Facility is to be used for: Debt restructure.

Description

A non-revolving Demand Instalment Loan. Principal that is repaid is not available to be re-borrowed.

Rate

US Base Rate plus 1.35% per annum.

Last regular scheduled payment date

36 months from the date of the first regular payment date.

Repayment

On demand. Until demand, this Facility is repayable as follows:

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE OCTOBER 28, 2025.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 5, 2025.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS

DEFINED HEREIN).

Warrant Certificate No.: WC# Number of	Right to Purchase 304,878 Common Shares
Warrants: 304,878

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE OCTOBER 28, 2025.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 28, 2025.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS DEFINED HEREIN).

Warrant Certificate No.: WC#	Right to Purchase 263,157 Common Shares
Number of Warrants: 263,157

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THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WILL NOT TRADE THE SECURITIES BEFORE OCTOBER 7, 2025.

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 7, 2025.

WARRANT CERTIFICATE

GREENPOWER MOTOR COMPANY INC.

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME OF EXPIRY (AS

DEFINED HEREIN).

Warrant Certificate No.: WC#	Right to Purchase 340,909 Common Shares
Number of Warrants: 340,909

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