Exro Announces Closing of Brokered Public Offering and Update on Concurrent Non-Brokered Private Placement

September 1, 2022

At a Glance

Exro Announces Closing of Brokered Public Offering and Update on Concurrent Non-Brokered Private Placement

Calgary, Alberta (September 1, 2022) – 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 public offering (the "Offering"). Pursuant to the Offering, Exro sold 7,920,000 units ("Units") at a price of $1.05 per Unit (the "Issue Price") for aggregate gross proceeds of $8,316,000. Each Unit consists of one common share of the Company (each, a "Common Share") and one share purchase warrant of the Company (each, a "Warrant") entitling the holder thereof to acquire, subject to adjustment in certain circumstances, an additional Common Share at an exercise price of $1.36 for a period of 48 months following the closing of the Offering (the "Closing Date"), provided that if at any time after the Closing Date the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX"), or such other stock exchange where the majority of the trading volume occurs, exceeds or is equal to $2.72 per Common Share (on a volume-weighted adjusted basis) for a period of twenty (20) 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. The Warrants are governed by the terms of a warrant indenture (the "Indenture") dated September 1, 2022 between the Company and Computershare Trust Company of Canada, as warrant agent, a copy of which will be available under the Company's profile on SEDAR at www.sedar.com. For further details regarding the Warrants, please refer to the Indenture.

"In the years ahead, we know that the transition to electric in the transportation and energy storage sectors will accelerate and the sources of this electricity will be sustainable", said Chief Executive Officer Sue Ozdemir. "We understand that these are challenging markets for both companies and investors. Between the brokered public offering closing today, and the concurrent non-brokered private placement set to close near mid-September, the Company is through our $10 million target. We are happy to have the support of shareholders to continue our mission to deliver transformative technology to customers that differentiates their product offerings from the competition while bridging the cost-performance gap."

The Company intends to use the net proceeds from the Offering to support the Company's growth plans through the development of key partnerships, R&D investments, manufacturing facilities, working capital and for general corporate purposes which advance Exro's mission to deliver industry disruptive next-generation power control technology that bridges the cost-performance gap and accelerates the electrification transition in mobility and energy storage.

The Offering was completed pursuant to an agency agreement ("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 (collectively, the "Agents"). The Agents were paid a commission of 6% in respect of Units sold by them in the Offering.

The Units were offered by way of a prospectus supplement dated August 25, 2022 (the "Prospectus Supplement") to the Company's base shelf prospectus dated December 16, 2021 (the "Base Shelf Prospectus"), which Prospectus Supplement was filed with the securities regulators in each of the provinces of Canada, other than Québec. Copies of the Prospectus Supplement, accompanying Base Shelf Prospectus and Agency Agreement are available under the Company's profile on SEDAR at www.sedar.com.

Concurrent Private Placement

The Company is also pleased to provide an update on the anticipated timing for closing its non-brokered private placement for up to 2,857,142 Units (the "Concurrent Private Placement"), which is currently expected to close on or about September 15, 2022 and is subject to customary closing conditions, including listing of the Common Shares and Warrant Shares on the TSX and any required approvals of the TSX and applicable securities regulatory authorities. All securities to be issued pursuant to the Concurrent Private Placement will be subject to a four month hold period from the date of issue.

No securities regulatory authority has either approved or disapproved of the contents of this press release. 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 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 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.


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: ir@exro.com

Canada investors: Jake Bouma at 604-317-3936

United States investors: Vic Allgeier at 646-841-4220

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, the timing and completion of the Concurrent Private Placement, the satisfaction and timing of the receipt of required stock exchange approvals and other conditions to closing of the Concurrent Private Placement and the intended use of the net proceeds of the Offering and the Concurrent Private Placement. 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 complete the Concurrent Private Placement; the risk that the Concurrent Private Placement may not be completed on the anticipated terms; the risk that required regulatory approvals for the 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.

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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