Exro Technologies Inc. (
TSX: EXRO, OTCQB: EXROF)
(the "
Company" or "
Exro"), a
leading clean technology company that has developed industry
disruptive next generation power electronics that expands the
capabilities of electric motors and batteries, announced today that
it has closed its previously announced brokered private placement
offering (the "
Offering"). Pursuant to the
Offering, Exro sold 15,000 units of the Company
("
Units") at a price of $1,000 per Unit, for
aggregate gross proceeds of $15,000,000. Each Unit consists of one
senior secured convertible debenture in the principal amount of
$1,000 (each, a
"Debenture") and 416 common share
purchase warrants of the Company (each, a
"
Warrant"). The Offering was completed pursuant to
an underwriting agreement ("
Underwriting
Agreement") dated December 30, 2022, among the Company and
Eight Capital acting as co-lead underwriter and sole book runner,
National Bank Financial Inc., acting as co-lead underwriter, ATB
Capital Markets Inc. and Stifel Nicolaus Canada Inc. (collectively,
the "
Underwriters"). The Underwriters were paid a
commission of 5% in respect of Units sold by them in the Offering.
The Company intends to use the net proceeds from the Offering for
working capital and general corporate purposes.
The Debentures
The Debentures are created and issued pursuant
to an indenture (the "Indenture") dated December
30, 2022 entered into between the Company and Odyssey Trust
Company, as trustee. The Debentures will mature on December 31,
2027 (the "Maturity Date") and will accrue
interest at the rate of 12.0% per annum, payable semi-annually in
arrears beginning on June 30, 2023 (the
"Interest"). Subject to applicable regulatory
approvals and provided no event of default has occurred and is
continuing, at the Company's option, the Interest may be paid in
common shares of the Company at a price equal to the volume
weighted average price (the "VWAP") of the
Company's common shares on the Toronto Stock Exchange (the
"TSX") for the five (5) trading days immediately
prior to the date of the press release issued by the Company
announcing that it has elected to satisfy its Interest obligations
in common shares.
At the holders' option, the Debentures may be
converted into common shares of the Company at any time and from
time to time, up to the earlier of the Maturity Date and the date
fixed for redemption of the Debentures, at a conversion price of
$2.40 per common share, subject to adjustment in certain
circumstances.
The Company is entitled to redeem the Debentures
at 105% of the principal amount thereof plus accrued and unpaid
Interest at any time following December 31, 2024.
The Debentures are secured by a first priority
floating charge over all the Company's present and after-acquired
personal property, an assignment of all present and after-acquired
intellectual property and a pledge of the securities of the
Company's material subsidiaries, provided the Company shall be
permitted to incur an operating line of credit of up to $10
million, secured by inventory and/or the accounts receivable of the
Company, which permitted indebtedness may rank equally with the
Debentures.
The Warrants
The Warrants are created and issued pursuant to
a warrant indenture (the "Warrant Indenture")
dated December 30, 2022 entered into between the Company and
Odyssey Trust Company, as warrant agent. Each Warrant is
exercisable for one common share of the Company for a period of
five years from the closing of the Offering (the "Closing
Date"), at an exercise price of $2.40 per common share,
subject to adjustment in certain events.
If at any time following the date that is four
months and one day following the Closing Date, the VWAP of the
common shares of the Company on the TSX, or such other stock
exchange where the majority of the trading volume in the Company's
common shares occurs, exceeds or is equal to $4.80 per share for a
period of twenty consecutive trading days, the Company may, at its
sole discretion, elect to accelerate the expiry date of the
Warrants to the date that is 30 calendar days after the Company
issues a press release announcing that it has exercised such
acceleration right.
All securities issued pursuant to the Offering
are subject to a four month hold period under applicable securities
laws expiring on May 1, 2023. Copies of the Underwriting Agreement,
the Indenture and the Warrant Indenture are available on the
Company's profile at www.sedar.com.
No securities regulatory authority has either
approved or disapproved of the contents of this press release. The
securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption
from the registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
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 (Coil DriverTM) and stationary energy storage (Cell
DriverTM), 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.
CONTACT INFORMATION
Contact InformationInvestor inquiries: Darrell
Bishop, President | Finance & Investor Relations:
dbishop@exro.com Media inquiries: media@exro.com
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 Offering generally and the intended use
of the net proceeds of the Offering. Forward looking statements
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. 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 financial statements
and related MD&A for the financial year ended December 31,
2021, filed with the securities regulatory authorities in all of
the 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.
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