STEER Technologies Inc. (“STEER” or the “Company”)
(TSXV: STER), (OTCQX: STEEF), an integrated ESG technology
platform, is pleased to announce that it has entered into a binding
offer letter with a group of arm’s length Investors (as defined
herein), providing for the purchase and sale of secured convertible
debentures of the Company (the “Debentures”) in the
principal amount of a minimum of C$3,000,000 and up to a maximum of
C$3,536,400 (the “Private Placement”).
Each Debenture will be convertible, at a conversion price of
$0.06 and at the sole option of the holder, at any time after the
completion of the FoodsUp Distribution (as defined below), into
units of the Company (each, a “Unit”). Each Unit will be
comprised of one (1) common share in the capital of the Company (a
“Common Share”) and one (1) Common Share purchase warrant (a
“Warrant”), which may be exercised into one (1) Common Share
at $0.06 (as requested herein) for a period of 12 months from the
date of issue. The Debentures will mature on the date that is 12
months from the date of issue (the “Maturity Date”) and
accrue interest daily at the rate of 12.0% per annum, calculated on
the basis of a 365-day year for the actual number of days elapsed
and compounded monthly from the date of issue until conversion or
payment in full, both before and after the Maturity Date. Accrued
interest shall be paid, at the holder’s sole option and discretion,
in cash or by way of a shares for debt transaction. Any payment of
accrued interest as shares for debt shall be subject to the TSXV
approval.
The Private Placement will be made to certain subscribers, which
are expected to be ESG Holdings Inc. (“ESG”), Arichandran
Investments Inc. (“Arichandran”) and one or more additional
investors (such additional investors, collectively with ESG and
Arichandran, the “Investors”). In no case shall any single
Investor subscribe for Debentures which, on conversion, would
result in such Investor holding more than 19.99% of the total
issued and outstanding Common Shares on a partially-diluted basis
(i.e., inclusive of the exercise of the Warrants (as defined
herein) attaching to the Debentures). In addition, the aggregate
number of Common Shares reserved for issuance pursuant to the
Private Placement shall not exceed 117,880,000 Common Shares. No
single Investor will own or control, directly or indirectly, over
19.99% of the Common Shares (on a partially diluted basis).
The Private Placement, which is expected to close on or before
February 5, 2024, or such other date as is agreeable to the
parties, acting reasonably, and acceptable to the TSXV, and will
not result in a change of control of STEER. The Debentures, which
may not be prepaid by the Company without the prior written consent
of the Investors, are a senior secured obligation, secured by a
first ranking security interest in all of the assets of STEER and
its subsidiaries, but excluding a pledge of the equity interests
held by STEER in FoodsUp Inc. (“FoodsUp”), a subsidiary
entity in which the Company, indirectly through its wholly-owned
subsidiary, Food Highway, owns a 62.5% interest, which is subject
to a call option held by FoodGrowup Partner Group
(“FoodGrowup”) that, once vested, provides FoodGrowup with
the right to purchase 12% of STEER’s equity interest in FoodsUp,
being 7,500 shares of FoodsUp, at a price of $0.01 per share (the
“Call Option”). The Call Option is subject to vesting and
exercise conditions previously disclosed in the Company’s press
release dated March 24, 2023.
The proceeds from the Private Placement are expected to be used
by the Company for working capital and general corporate
purposes.
On the closing date of the Private Placement, the board of
directors of the Company (the “Board”) shall be
reconstituted through the appointment of two new director nominees
to be selected by the Investors and subject to the approval of the
TSXV. It is expected that two current directors of the Company will
resign and be replaced by one nominee of each of ESG and
Arichandran, who are expected to be Praveen Arichandran and Qamar
Qureshi. No changes to the senior management team of the Company
are expected to occur. Further information regarding the proposed
director nominees of the Investors will be provided at a later
date.
Closing of the Private Placement remains subject to the
satisfaction of certain customary conditions, including, but not
limited to, the approval of the TSX Venture Exchange (the
“TSXV”).
Today, Junaid Razvi, CEO and Chairman of the Board of STEER
said: “We are thrilled to announce an important milestone in
STEER’s journey and confirm the execution of a binding offer letter
with a group of strategic investors. This is a pivotal step that
doubles down on the Company’s commitment to delivering value to its
stakeholders. As we turn the page to a new chapter, our unwavering
focus is on returning this value to our loyal shareholders and
channeling the newfound resources towards further enhancing our
capabilities and solidifying our position as a pure play ESG,
shared economy, and gig platform powerhouse. As we navigate this
transformative phase, we invite our shareholders, partners, and
stakeholders to join us on this journey. Together we will continue
to shape a future where innovation meets sustainability, creating
lasting value for all.”
Possible Distribution of FoodsUp Shares
The Board has considered a number of possible opportunities to
enhance value for the current shareholders of the Company, and is
considering, among others, the distribution of the majority of its
equity position in FoodsUp to current shareholders of the Company.
The Debentures to be offered under the Private Placement will not
be convertible into Units unless and until STEER completes the
distribution of its shares of FoodsUp to the current shareholders
of the Company on a pro rata basis (the “FoodsUp
Distribution”). The intention of the FoodsUp Distribution, if
completed, is to maximize the value of the Common Shares held by
the current shareholders of the Company without dilution of such
pro rata entitlement as a result of the Private Placement. The
Company is considering completion of the FoodsUp Distribution prior
to, or as soon as possible after, the closing of the Private
Placement. The completion of the FoodsUp Distribution, if it
occurs, will be subject to the final acceptance of the TSXV, the
Board, and any other approvals required under applicable laws
including the policies of the TSXV.
It is anticipated that if the FoodsUp Distribution occurs, the
Company will seek to distribute not more than, 78.8% of STEER’s
equity interests in FoodsUp to all of the holders of the Common
Shares, issued and outstanding as of the record date to be set for
the FoodsUp Distribution, by way of a return of capital or other
distribution on a pro rata basis. The Company has not yet
determined how the FoodsUp Shares will be distributed, or if at
all. It is possible that the FoodsUp Distribution will not occur on
the terms or timing provided in this news release, or at all.
Further details will be provided once known.
About the Company
STEER is an integrated ESG technology platform that moves people
and delivers things through subscription and on-demand services.
The Company’s goal is to build a one-of-a-kind ecosystem that
aggregates conscientious users, through a series of connected
offerings, and enables them to buy, sell, or invest with the same
platform, STEER. The Company’s offerings generally fall into two
categories: subscription-based offerings led by its flagship
electric vehicle subscription business, STEER EV, and on-demand
services incorporating food delivery, Delivery-as-a-Service (DaaS)
and rideshare businesses. The Company’s platform is also powered by
EcoCRED, its big data, analytics and machine learning engine which
seeks to capture, analyze, parse and report on key data points in
ways that measure the Company’s impact on carbon reductions and
offsets.
For more about the Company, visit www.steeresg.com.
Junaid Razvi, CEO junaid@steeresg.com
STEER 100 Consilium Pl, Unit 400 Scarborough, ON Canada M1H 3E3
www.steeresg.com
Cautionary Statement Regarding Forward-Looking
Information
Statements included in this news release, including any with
respect to the Company's future financial or operating performance
and other statements that express management's expectations or
estimates of future performance, including statements in respect of
the completion of the Private Placement, the use of proceeds
therefrom, the completion of the FoodsUp Distribution, the
conversion of the Debentures, prospects and/or development of the
Company's projects, other than statements of historical fact,
constitute forward-looking information or forward-looking
statements within the meaning of applicable securities laws
(collectively referred to herein as "forward-looking statements")
and such forward-looking statements are based on expectations,
estimates and projections as of the date of this news release.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to: the Private Placement;
the appointment and resignation of new directors; the Company's
strategic review of certain of its assets; requirements for
additional capital; the Company's capital allocation; and the
FoodsUp Distribution. Forward-looking statements are provided for
the purpose of providing information about management's current
expectations and plans relating to the future. Forward-looking
statements are generally identifiable by the use of words such as
"may", "will", "should", "continue", "expect", "budget",
"forecast", "anticipate", "estimate", "believe", "intend", "plan",
"schedule", "guidance", "outlook", "potential", "seek", "targets",
"suspended", "strategy", or "project" or the negative of these
words or other variations on these words or comparable
terminology.
The Company cautions the reader that forward-looking statements
are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by management, are inherently
subject to significant business, financial, operational and other
risks, uncertainties, contingencies and other factors, including
those described below, which could cause actual results,
performance or achievements of the Company to be materially
different from results, performance or achievements expressed or
implied by such forward-looking statements and, as such, undue
reliance must not be placed on them. Forward-looking statements are
also based on numerous material factors and assumptions, including
as described in this news release, including with respect to: the
completion of the Private Placement including the use of proceeds
therefrom, the Company's present and future business strategies,
operations performance within expected ranges, local and global
economic conditions and the economic environment in which the
Company will operate in the future, legal and political
developments in the jurisdictions in which the Company operates,
anticipated capital and operating costs; the completion of the
FoodsUp Distribution; and the availability and timing of required
regulatory and other approvals in connection with the transactions
described in this news release.
Risks, uncertainties, contingencies and other factors that could
cause actual results, performance or achievements of the Company to
be materially different from results, performance or achievements
expressed or implied by such forward-looking statements include,
without limitation: the Company's business strategies and its
ability to execute thereon, including the ongoing strategic review
of certain of the Company's assets; the volatility of the Company's
securities; the inability of the Company to complete the FoodsUp
Distribution; the inability of the Company to obtain the required
approvals and authorizations required to complete the Private
Placement and the FoodsUp Distribution; the change in the board
composition of the Company; business risks; potential shareholder
dilution; increasing competition in the technology sector; legal,
litigation, legislative, political or economic risks; government
actions taken in response to potential future public health
emergencies and pandemics; changes in taxes; the failure to obtain
in a timely manner approvals from regulators; development of the
Company’s operations; the availability of capital; statements
relating to the Company’s revenue streams and financial
performance; future growth and profitability of the Company the
level of liquidity and capital resources; access to capital markets
and financing; the Company's level of indebtedness; the Company's
ability to satisfy covenants under the Debentures; changes in
interest rates; the Company's choices in capital allocation; risks
related to third-party contractors; the speculative nature of the
technology sector; the ability of the Company to secure its
intellectual property; the potential direct or indirect operational
impacts resulting from external factors, including infectious
diseases, public health emergencies or pandemics; attraction and
retention of key employees and other qualified personnel; and the
inherent risks involved in the technology sector generally. Please
see the Company's current management’s discussion & analysis
available on SEDAR+ at www.sedarplus.ca for a comprehensive
discussion of the risks faced by the Company and which may cause
actual results, performance or achievements of the Company to be
materially different from results, performance or achievements
expressed or implied by forward-looking statements. Although the
Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. The
Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new
information, future events or otherwise except as required by
applicable law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240115229833/en/
For further information:
Company: Junaid Razvi, junaid@steeresg.com Media: Maria
Verbytska, maria@steeresg.com, Tel: 1-888-300-2228
Sterling Check (NASDAQ:STER)
Historical Stock Chart
From Apr 2024 to May 2024
Sterling Check (NASDAQ:STER)
Historical Stock Chart
From May 2023 to May 2024