NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
CALGARY, Alberta, Aug. 25, 2022 (GLOBE NEWSWIRE) — Exro Technologies Inc. (TSX: EXRO, OTCQB: EXROF) (the “Company” or “Exro“), a leading clean technology company that has developed a new class of power electronics for electric motors and batteries, is pleased to announce that it has filed a prospectus supplement (the “Prospectus Supplement“) respect of the marketed public offering announced by the Company on August 23, 2022 (the “Brokered Offering“).
The Prospectus Supplement, with the accompanying short form base shelf prospectus dated December 16, 2021 (the “Prospectus“) qualifies the distribution of up to 8,400,000 units (the “Units“) the Company at a price of $1.05 per Unit (the “Offering Price“) for aggregate gross proceeds to the Company of up to $8,820,000. Each Unit consists of one common share of the Company and one share purchase warrant of the Company entitling the holder thereof to acquire, subject to adjustment in certain circumstances, an additional common share of the Company at an exercise price of $1.36 for a period of 48 months following closing. The Brokered Offering is being made pursuant to an agency agreement dated August 25, 2022 among the Company and National Bank Financial Inc. as lead agent and sole book-runner, and Stifel GMP, ATB Capital Markets Inc. and Eight Capital. A commission of 6% is payable to the agents in respect of Units sold by them in the Brokered Offering.
As further announced in its August 23, 2023 news release, in addition to the Brokered Offering, the Company is undertaking a non-brokered private placement of Units (the “Concurrent Private Placement“). The Concurrent Private Placement will involve the sale of up to 2,857,142 Units at the Offering Price for additional aggregate gross proceeds to the Company of a maximum of $3,000,000. No commission or finder’s fee is payable to the agents in connection with the Concurrent Private Placement. The Prospectus Supplement does not qualify the distribution of the Units issuable pursuant to the Concurrent Private Placement, which will be subject to a four month hold period under Canadian securities laws.
Closing of the Brokered Offering is not conditional upon the closing of the Concurrent Private Placement, and closing of the Concurrent Private Placement is not conditional upon the closing of the Brokered Offering. Further information respecting the Brokered Offering and the Concurrent Private Placement may be found in the Prospectus Supplement, which is filed under the Company’s profile at www.sedar.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any Units in the United States or to, or for the account or benefit of, a U.S. person. The Units 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 securities laws of any state of the United States. Accordingly, the Units may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. United States and U.S. person are as defined in Regulation S under the U.S. Securities Act.
ABOUT EXRO TECHNOLOGIES INC.
Exro is a clean technology company pioneering intelligent control solutions in power electronics to help solve the most challenging problems in electrification. Exro has developed a new class of control technology that expands the capabilities of electric motors, generators, and batteries. Exro enables the application to achieve more with less energy consumed.
Exro’s advanced motor control technology, the Coil Driverᵀᴹ, expands the capabilities of electric powertrains by enabling intelligent optimization for efficient energy consumption. Exro is working with many partners from all over the world to bring their technology to the electric mobility industries and beyond.
For more information visit our website at www.exro.com.
Visit us on social media @exrotech.
Investor inquiries: email@example.com
Canada investors: Jake Bouma at 604-317-3936
United States investors: Vic Allgeier at 646-841-4220
Media inquiries: firstname.lastname@example.org
Cautionary Statement Regarding Forward-Looking Information
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”. These forward-looking statements include, but are not limited to, statements relating to the filing of the Prospectus Supplement, the timing and completion of the Brokered Offering and the Concurrent Private Placement, the satisfaction and timing of the receipt of required stock exchange approvals and other conditions to closing of the Brokered Offering and the Concurrent Private Placement and the intended use of the net proceeds of such financings. Forward looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements, including, among others: the risk that the Company may not file the Prospectus Supplement to qualify the distribution of the Units issued pursuant to the Brokered Offering; the risk that the Company may not complete the Brokered Offering or the Concurrent Private Placement; the risk that the Brokered Offering or the Concurrent Private Placement may not be completed on the anticipated terms; the risk that required regulatory approvals for the Brokered Offering and Concurrent Private Placement are not obtained; the state of the financial markets for the Company’s securities; recent market volatility and potentially negative capital raising conditions resulting from the continued COVID-19 pandemic and risks relating to the extent and duration of such pandemic and its impact on global markets; the conflict in Eastern Europe; the Company’s ability to raise the necessary capital or to be fully able to implement its business strategies; other risk factors disclosed under the heading “Risk Factors” in the Prospectus and elsewhere in the Company’s filings with Canadian securities regulators; and other risks and factors that the Company is unaware of at this time. 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, 2021 and the six month period ended June 30, 2022, and financial statements and related MD&A for the financial year ended December 31, 2021 and the six month period ended June 30, 2022, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.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 Toronto Stock Exchange, The Nasdaq Stock Market LLC nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this press release.