Business

Exro Technologies Inc. Embarks on a New Era with SEA Electric Merger, Strengthening Leadership in Clean Technology and E-mobility

CALGARY, AB – April 5, 2024 – Exro Technologies Inc. (TSX: EXRO) (OTCQB: EXROF), a pioneer in the clean technology sector, has reached a significant milestone with the successful completion of its highly-anticipated merger with SEA Electric Inc. This transformative deal was finalized following affirmative votes at a special meeting of Exro shareholders on April 4, 2024, marking the harmonious unification of the two entities.

With the merger's conclusion, Exro has acquired every issued and outstanding share of SEA Electric's common and preferred stock that it did not previously possess. This strategic move brings together SEA Electric's hallmark electric drivetrain systems with Exro's advanced power control electronics, setting the stage for unprecedented achievements in the realm of electric motors and batteries.

The transactional terms dictated that former SEA Electric stockholders received 31.463 common shares of Exro and 34.4999 convertible preferred shares of Exro for each share of SEA Electric. The outcome of this exchange resulted in Exro issuing a total of 146,453,200 common shares and 160,589,446 preferred shares. This strategic acquisition has transformed SEA Electric into a wholly-owned subsidiary of Exro, thereby reinforcing Exro's market position as a leader in sustainable energy solutions.

In the wake of the merger, the newly formed corporate entity will operate under the name of Exro Technologies Inc. and continues its tenure on the Toronto Stock Exchange under the symbol "EXRO". The consolidation ushers in changes to the board of directors, with Tony Fairweather and John MacLeod of SEA Electric joining Exro's board, while Terence Johnsson and Anita Ganti step down, signaling a refreshing infusion of leadership to guide the future trajectory of the unified company.

Concurrently with the transaction's close, the net proceeds from the issuance of 31,600,000 subscription receipts, amounting to approximately $27.85 million, have been released to Exro. This financial injection is part of a previously announced bought deal private placement, with the net proceeds poised to accelerate the combined company's ambitions. These funds are earmarked for fostering production growth, capital expenditures, fulfilling working capital requirements, and supporting the business's standard operational and corporate needs.

Shareholders Reshape Ownership Landscape Post-Merger

In the wake of the merger's finalization, significant shifts in ownership structure have emerged. John Bell-Allen, a prior shareholder of SEA Electric, has now taken a prominent stake within Exro, amassing approximately 9.00% of the issued and outstanding Common Shares and 19.46% of the Preferred Shares. Post-conversion of his Preferred Shares and restricted stock units, Bell-Allen's ownership could potentially escalate to approximately 12.67% of the Common Shares.

Comparison of pre and post-transaction holdings paints a similar picture for Warren Fairweather, another SEA Electric shareholder. Warren, who previously held a notable amount of SEA Common and Preferred Stock, now controls roughly 12.51% of Exro's Common Shares and a substantial 27.04% of the Preferred Shares. This consolidation strengthens his position further, showcasing individual investors' commitment to the burgeoning success of Exro Technologies.

Both Bell-Allen and Fairweather's acquisitions mainly serve investment purposes, with the potential of strategic actions in the future hinged on prevailing market conditions and in adherence to the applicable legal framework and stockholders' agreement of SEA Electric. Their movements within the company are indicative of the high-stake investment opportunities surfacing within the clean technology sector.

Furthermore, detailed information about these substantial changes in shareholdings and future plans of both individuals is readily available in the early warning reports filed in accordance with Canadian securities laws. Interested parties seeking intricate details can access these reports through the Company's website or by contacting the Corporate Secretary of Exro.

For further details on the early warning disclosures, reference to the respective reports can be made on SEDAR+ at www.sedarplus.ca, providing stakeholders and potential investors with a comprehensive view of the corporate shifts happening within Exro Technologies Inc.

Exro Technologies: Pioneering a Brighter Future for Clean Energy

Exro Technologies, headquartered at the forefront of innovation in Calgary, Alberta, leverages cutting-edge technology to reshape the global energy landscape. Its Coil Driver™ and Cell Driver™ systems represent a leap forward in optimizing the efficiency and performance of electric motors and batteries, driving a significant shift toward a sustainable and electrified future.

The inexhaustible drive for maximizing results with minimal energy use embodies the company's philosophy – to facilitate a swift transition to a circular economy anchored by electrification. With its strategic base at 12–21 Highfield Circle S.E., Calgary, Exro is well-positioned to surge ahead in its pursuit of clean energy technologies that promise a greener tomorrow.

For a deeper dive into Exro's mission and solutions, the company extends an open invitation for everyone to explore their website at www.exro.com, featuring a wealth of information about their revolutionary approaches to e-mobility and energy storage. An even more comprehensive understanding can be gleaned by reviewing their Investor Presentation at www.exro.com/investors.

Supporters, enthusiasts, and investors alike are also encouraged to engage with Exro through its active presence on social media @Exrotech, where continuous updates and insights into its progressive initiatives can be followed.

SEA Electric: Accelerating the Electric Drivetrain Revolution

SEA Electric stands as an integral player in the automotive transformation, energizing the industry with its 100% electric drivetrain solutions. With its extensive global outreach, SEA Electric propels electric mobility forward, having demonstrated its systems' reliability and efficiency over three million miles of independent testing and real-world application.

SEA Electric’s international impact stretches across the United States, Canada, Australia, New Zealand, Thailand, Indonesia, India, and South Africa. This broad footprint underscores the company’s commitment to propelling e-mobility to every corner of the globe, marking a significant boon to the environment and communities worldwide.

Forward-Looking Statements: Charting Exro’s Path Forward

This news article contains forward-looking statements reflective of management's vision on Exro's continued growth and performance, underlying expectations, and prospective endeavors. Although these statements are prognostic, they are rooted in a thorough understanding of industry trends, market conditions, and robust managerial experience.

Such forward-looking statements are inherently speculative, based upon estimations and assumptions deemed reasonable by Exro management. They span across various aspects of the company's future, including the perceived benefits of the merger, allocation of the offering's net proceeds, and the commercial viability of the company's disruptive technologies.

The assumptions feeding these forward-looking statements include, but are not limited to, sustained demand for Exec's combined technology suite, the maintenance and expansion of partnerships, resilience against competitive forces, financial stability, and retention of skilled personnel. Questions of currency stability, market accessibility, and regulatory environments also figure into these projections.

For comprehensive risk assessment, a closer look at the management information circular dated March 6, 2024, the Company's Annual Information Form, and several continuous disclosure documents are available to the public. These documents, which provide a deeper analysis of the various risks and uncertainties that may influence Exro's future, can be sourced from the Company's profile on SEDAR+ at www.sedarplus.com.

While forward-looking statements project an optimistic picture, they should not be viewed as guarantees of forthcoming results. These projections are subject to ever-changing risks and uncertainties, and actual outcomes might diverge from the management's current anticipations. Nevertheless, Exro pledges to update its forward-looking information in keeping with securities law requisites.

It should be noted with emphasis that neither the Toronto Stock Exchange nor the Canadian Investment Regulatory Organization carries any obligation or assumes any responsibility for the veracity or completeness of this announcement.

In summation, Exro Technologies Inc. strides into a future bright with potential, bolstered by the recent acquisition of SEA Electric. This merger not only signifies unification but also underscores a determined vision to redefine the energy landscape. Growth, innovation, and sustainable practices remain at the core of Exro's business ethos, an ethos now amplified by SEA Electric's proven electric drivetrain technologies.

Henceforth, Exro Technologies and SEA Electric together charter a course set on electrification of vehicles and energy systems, committing to environmental stewardship and industry leadership. This collaborative journey is powered by shared ambitions, technical expertise, and a mission—to empower a cleaner, more energy-efficient world for generations to come.

(Please note that Exro Technologies Inc. is the sole source of the content published in this news article.)