NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Calgary, Alberta - January 27, 2022 – 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, announced today that it has entered into an amended agreement with Eight Capital and Raymond James Ltd., as lead underwriters and joint bookrunners on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have now agreed to purchase, on a bought deal basis, 10,938,000 units of the Company (the “Units”) at a price of $1.60 per Unit (the“Issue Price“) for aggregate gross proceeds of $17,500,800 (the “Offering”). Each Unit consists of one common share in the capital of the Company, and one half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant is exercisable into one common share of the Company at an exercise price of $2.00for a period of 36 months from the closing of the Offering.
In addition, Exro has granted the Underwriters an option(the “Over-Allotment Option“), exercisable at any time, in whole or in part, for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,640,700 Units(or the components thereof) at the Issue Price to cover over-allotments, if any, and for market stabilization purposes. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be $20,125,920.
The Company intends to use the proceeds from the Offering for working capital and general corporate purposes.
The Offering will be conducted in each of the provinces of Canada, other than Quebec, by way of a prospectus supplement to the Company's short form base shelf prospectus dated December 16, 2021 (the “Prospectus Supplement“) and elsewhere on a private placement basis. Exro intends to file the Prospectus Supplement with the securities regulatory authorities in each of the provinces of Canada, other than Quebec, which will be available on SEDAR under the Company's profile at www.sedar.com.
The Offering is scheduled to close on or about February 4,2022 and is subject to customary closing conditions, including listing of the Shares on the Toronto Stock Exchange and any required approvals of the exchange and applicable securities regulatory authorities.
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 state securities laws. Accordingly, the Units may not be offered or sold within the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the "United States") except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Units within the United States.