/NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES
LAW./
CALGARY,
AB, Feb. 16, 2024 /CNW/ - Exro Technologies
Inc. (TSX: EXRO) (OTCQB: EXROF) (the "Company" or "Exro")
is pleased to announce the closing of its previously announced
bought deal private placement offering (the "Offering") of
subscription receipts ("Subscription Receipts"). Pursuant to the
Offering, Exro issued a total of 31,600,000 Subscription Receipts
at an offering price of $0.95 per
Subscription Receipt for total gross proceeds of approximately
$30 million.
The Offering was launched and successfully completed in
connection with the Company's announcement on January 30, 2024 that it had entered into a
merger agreement with SEA Electric Inc. ("SEA" or "SEA Electric")
providing for the acquisition of SEA by Exro (the "Transaction").
The Transaction is expected to strengthen Exro's technology
offerings while accelerating revenue growth and Exro's path to
profitability. Following completion of the Transaction, the
combined company (the "Combined Company") will continue to operate
under the name Exro Technologies Inc. and continue to be listed and
trade on the Toronto Stock Exchange (the "TSX") under the ticker
symbol "EXRO".
Sue Ozdemir, the Company's Chief
Executive Officer and a member of the board of directors,
participated in the Offering. "We are very pleased to complete this
first phase of our merger with SEA Electric, securing the capital
support from new and existing investors that funds the immediate
ramp up of deployment of our proprietary propulsion technology to
blue chip OEM customers", said Ms. Ozdemir. "The merger with SEA is
a proactive move that strongly positions Exro in the electric
vehicle technology space with the creation of an industry leading
technology platform for commercial electric vehicles which combines
Exro's award winning Coil-DriverTM motor control with
SEA's OEM validated proprietary vehicle control unit (VCU)
software/hardware technology. We are very excited about the outlook
for our Company and committed to success on behalf of our
shareholders".
Upon satisfaction of certain conditions set out in the
subscription receipt agreement entered into between the Company,
Canaccord Genuity Corp. ("Canaccord") and Odyssey Trust Company, as
subscription receipt agent (the "Subscription Receipt Agreement"),
each Subscription Receipt will entitle the holder thereof to
receive, without payment of additional consideration and without
further action, one common share of the Company (each, a "Common
Share"), plus an amount per Common Share, if any, equal to the
amount per Common Share of any cash dividends declared by the board
of directors of the Company on the Common Shares to holders of
record on a date during the period from, and including, from
today's date to, but excluding, the date of the closing of the
Transaction, net of any applicable withholding taxes. A copy of the
Subscription Receipt Agreement will be made available under the
Company's profile on www.sedarplus.com.
The net proceeds from the Offering will be held in escrow
pursuant to the terms of the Subscription Receipt Agreement to be
released on closing of the Transaction and are intended to be used
by Exro to support the business plan of the Combined Company,
including but not limited to production, capital expenditures,
working capital requirements, and normal course corporate and
operating needs. For additional information on the Transaction, see
the Company's news release dated January 30,
2024. Closing of the Transaction is expected to occur late
in the first quarter or early in the second quarter of 2024,
subject to satisfaction of customary closing conditions and receipt
of all necessary regulatory and stock exchange approvals.
All securities issued in connection with the Offering are
subject to a four-month and one day hold period in Canada, during which time the securities may
not be traded.
The Offering was made through a syndicate of underwriters co-led
by Canaccord and Eight Capital.
Ms. Ozdemir is considered a "related party" of the Company and
the purchase of Subscription Receipts by a related party means that
the Offering is considered a "related party transaction" as such
terms are defined in Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI
61-101"). The Company relied on exemptions from the formal
valuation and minority shareholder approval requirements provided
under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that
participation in the Offering by Ms. Ozdemir does not exceed 25% of
the fair market value of the Company's market capitalization.
The Subscription Receipts issued pursuant to the Offering have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any applicable securities laws of any state of
the United States and may not be
offered or sold in the United
States or to, or for the account or benefit of, U.S. Persons
(as such term is defined in Rule 902 of Regulation S under the U.S.
Securities Act) absent such registration or applicable exemption
from such registration requirements. This news release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities described herein.
About Exro Technologies
Exro Technologies Inc. is a leading clean technology company
that has developed new generation power control electronics that
change how the world optimizes energy by expanding the capabilities
of electric motors and batteries. The company's innovative
technologies serve to bridge the performance-cost gap in e-mobility
(Coil Driver™) and stationary energy storage (Cell Driver™), and
act to accelerate adoption towards a circular electrified economy
by delivering more with less – minimum energy for maximum
results.
For more information visit our website at www.exro.com.
To view our Investor Presentation visit us at
www.exro.com/investors.
Visit us on social media @Exrotech.
Cautionary Statement Regarding
Forward Looking Statements
This news release contains forward-looking statements and
forward-looking information (together, "forward-looking
statements") within the meaning of applicable securities laws. All
statements, other than statements of historical facts, are
forward-looking statements. Generally, forward-looking statements
can be identified by the use of terminology such as "plans",
"expects", "estimates", "intends", "anticipates", "believes" or
variations of such words, or statements that certain actions,
events or results "may", "could", "would", "might", "will be
taken", "occur" or "be achieved". Forward looking statements are
necessarily based on estimates and assumptions made by management
in light of management's experience and perception of historical
trends, current conditions and expected future developments, as
well as factors management believe are appropriate, and involve
risks, uncertainties and other factors disclosed in the Company's
filings with Canadian securities regulators, that could cause
actual results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
statements. Forward-looking statements may include but are not
limited to statements respecting: the completion of the Transaction
or the realization of the benefits thereof by the Combined Company;
the receipt of all required regulatory and shareholder approvals of
the Transaction and the Offering; and the Company's (and following
the Transaction, the Combined Company's) ability to commercialize
its technology.
These forward-looking statements are based on the beliefs of the
management of Exro and on assumptions which such management
believes to be reasonable, based on information available at the
time such statements were made. However, there can be no assurance
that forward-looking statements will prove to be accurate. Such
assumptions and factors include, among other things: demand for the
technology of the Company (and following the Transaction, the
Combined Company); the Company's (and following the Transaction,
the Combined Company's) ability to maintain existing partners and
attract new partners; the impact of competition; the Company's (and
following the Transaction, the Combined Company's) ability to
obtain and maintain existing financing on acceptable terms; the
Company's (and following the Transaction, the Combined Company's)
ability to retain skilled management and staff; currency, exchange
and interest rates; the availability of financing opportunities,
risks associated with economic conditions, dependence on
management; volatility of stock price and market conditions;
technology risks and risks associated with the commercialization of
Company's (and following the Transaction, the Combined Company's)
technology; regulatory risks; the Company's reliance on key
personnel; the Company's limited operating history; market
uncertainties; the protection of patents and intellectual property;
conflicts of interest; market competition; and operating in an
environment subject to regulation.
Although the Company believes that the assumptions and factors
used in preparing these forward-looking statements are reasonable
based upon the information currently available to management as of
the date hereof, actual results and developments may differ
materially from those contemplated by these statements. Readers are
therefore cautioned not to place undue reliance on these
statements, which only apply as of the date of this news release,
and no assurance can be given that such events will occur in the
disclosed times frames or at all. Except where required by
applicable law, the Company disclaims any intention or obligation
to update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
This information is qualified in its entirety by cautionary
statements and risk factor disclosure contained in filings made by
the Company with the Canadian securities regulators, including the
Company's annual information form for the financial year ended
December 31, 2022, and financial
statements and related MD&A for the financial year ended
December 31, 2022, filed with the
securities regulatory authorities in certain provinces of
Canada and available at
www.sedarplus.com. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company
has attempted to identify important risks, uncertainties and
factors which could cause actual results to differ materially,
there may be others that cause results not to be as anticipated,
estimated or intended. The Company does not intend, and does not
assume any obligation, to update this forward-looking information
except as otherwise required by applicable law.
Neither the TSX nor the Canadian Investment Regulatory
Organization accepts responsibility for the adequacy or accuracy of
this press release.
SOURCE Exro Technologies Inc.