/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, Sept. 4, 2024 /CNW/ - Exro Technologies
Inc. (TSX: EXRO) (OTCQB: EXROF) (the "Company" or
"Exro"), a leading clean-technology company that provides
proprietary motor-control and complete electric propulsion system
technology for e-mobility, announces that it has commenced a
marketed public offering (the "Offering") of up to
85,715,000 units ("Units") of the Company, at a price of
$0.35 per Unit (the "Offering
Price"), for aggregate gross proceeds of up to approximately
$30 million. The Offering will be
conducted on a best efforts agency basis pursuant to the terms and
conditions of an agency agreement to be entered into between the
Company and Stifel Nicolaus Canada Inc. (the "Lead Agent")
as lead agent and sole bookrunner, together with other members of
an agency syndicate which may be formed in connection with the
Offering (together with the Lead Agent, the "Agents").
Additionally, the Company has engaged Centurion One Capital Corp.
to act as special advisor.
Each Unit shall consist of one (1) common share
of the Company (a "Share") and one-half of one (1/2) Share
purchase warrant (each whole warrant, a "Warrant"), with
each Warrant exercisable to acquire one (1) additional Share (a
"Warrant Share") at a price of $0.42 per Warrant Share for a period of 36 months
following the issuance date of the Warrants (the "Closing
Date"). The Company anticipates that the Warrants will be
governed by a warrant indenture to be entered into between the
Company and Odyssey Trust Company, as warrant agent, on or before
the Closing Date.
The Company has agreed to grant the Agents an
option to increase the size of the Offering by up to 12,857,250
Units, Shares, Warrants, or any combination thereof (the
"Over-Allotment Option"), exercisable in whole or in part at
any time for a period of 30 days after the Closing Date.
In consideration for the Agents' services with
respect to the Offering, the Company has agreed to (i) pay the
Agents a cash commission of 8.0% of the aggregate gross proceeds of
the Offering (including the Over-Allotment Option), payable on the
Closing Date (and the closing date of the Over-Allotment Option, if
applicable), and (ii) issue to the Agents that number of broker
warrants to acquire that number of Units which is equal to 4.0% of
the number of Units sold under the Offering (including Units sold
under the Over-Allotment Option) (each, a "Broker Warrant")
issuable on the Closing Date (and the closing date of the
Over-Allotment Option, if applicable). Each Broker Warrant will
entitle the holder thereof to acquire one (1) Share for a period of
36 months from the Closing Date at the Offering Price.
It is anticipated that the net proceeds of the
Offering will be used for working capital (primarily inventory and
parts), SG&A and for general corporate purposes. The proceeds
of this Offering are intended to fund the Company through to cash
flow positive in 2025.
The Offering will be conducted: (i) in each of
the provinces and territories of Canada, other than Québec, by way of a
prospectus supplement (the "Prospectus Supplement") to the
Company's amended and restated short form base shelf prospectus
dated January 15, 2024 (the "Base
Shelf Prospectus"); (ii) in the
United States (as defined in Regulation S under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act")) or for the account or benefit of U.S. persons (as
defined in Regulation S under the U.S. Securities Act) on a private
placement basis to a limited number of institutional "accredited
investors" (as defined in Rule 501(a)(1), (2), (3), (7), (8), (9),
(12) or (13) of Regulation D under the U.S. Securities Act)
("Institutional Accredited Investors") and to "qualified
institutional buyers" (as defined in Rule 144A under the U.S.
Securities Act) who are also Institutional Accredited Investors, in
each case, pursuant to the exemption from the registration
requirements under the U.S. Securities Act provided by Rule 506(b)
of Regulation D thereunder and/or Section 4(a)(2) thereof and
similar exemptions under applicable securities laws of any state of
the United States; and (iii) in
such other jurisdictions outside of Canada and the
United States as may be agreed to by the Company and the
Lead Agent, each acting reasonably. Exro intends to file the
Prospectus Supplement with the securities regulatory authorities in
each of the provinces and territories of Canada, other than Québec, which will be
available on SEDAR+ under the Company's profile at
www.sedarplus.ca.
The Offering is expected to close on or about
September 11, 2024 and is subject to
customary closing conditions, including listing of the Shares and
Warrant Shares on the Toronto Stock Exchange (the "TSX") and
any required approvals of the TSX and applicable securities
regulatory authorities.
This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities
described herein in the United
States or to, or for the account or benefit of, a U.S.
person. The securities described herein have not been and will not
be registered under the U.S. Securities Act, or any securities laws
of any state of the United States.
Accordingly, the securities 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 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 (Exro Coil Driver®) and stationary energy storage (Exro
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.
Visit us on social media @exrotech.
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 Offering, the satisfaction and timing
of the receipt of required stock exchange approvals and other
conditions to closing of the Offering, the intended use of the net
proceeds of the Offering and the expectation that the net proceeds
of the Offering will fund the Company through to cash flow positive
in 2025. 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 Offering; the risk that the Company may not complete the
Offering; the risk that the Offering may not be completed on the
anticipated terms; the risk that required regulatory approvals for
the Offering are not obtained; the risk that the conditions to the
completion of the Offering may not be satisfied, including, without
limitation, satisfactory completion of due diligence by the Agents;
the state of the financial markets for the Company's securities;
recent market volatility and potentially negative capital raising
conditions resulting from macro-economic trends and inflationary
pressures and risks relating to the extent and duration of such
forces and its impact on global markets; the conflict in
Eastern Europe and the
Middle East; 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 Base Shelf Prospectus, most recent annual
information form 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,
2023, and financial statements and related MD&A for the
financial year ended December 31,
2023 and the six month period ended June 30, 2024, filed with the securities
regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.
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 nor the
Canadian Investment Regulatory Organization accepts responsibility
for the adequacy or accuracy of this press release.
SOURCE Exro Technologies Inc.
