Exro and SEA Electric Announce Completion of Merger

6 April 2024

Exro Technologies Inc.and SEA Electric Inc. are pleased to announce the closing of the previously announced merger (the "Transaction"), pursuant to which Exro acquired all of the issued and outstanding shares of common stock and preferred stock of SEA Electric ("SEA Stock") that it did not already own. The Transaction was approved at a special meeting of shareholders of Exro held on April 4, 2024.

Pursuant to the Transaction, former SEA Electric stockholders received 31.463 common shares of Exro ("Common Shares") and 34.4999 convertible preferred shares of Exro ("Preferred Shares") for each share of SEA Stock. As a result of the Transaction, Exro issued an aggregate of 146,453,200 Common Shares and 160,589,446 Preferred Shares and SEA Electric became an indirect wholly-owned subsidiary of Exro.

Following closing of the Transaction, the combined company (the "Combined Company") will continue to operate under the name Exro Technologies Inc. and continue to be listed and trade on the Toronto Stock Exchange ("TSX") under the ticker symbol "EXRO". Concurrent with the closing of the Transaction, Tony Fairweather, CEO of SEA Electric, and John MacLeod, a director of SEA Electric, have joined the board of directors of the Combined Company and Terence Johnsson and Anita Ganti have resigned from the board of directors.

In addition, concurrently with the closing of the Transaction, 31,600,000 subscription receipts of Exro ("Subscription Receipts") issued pursuant to the previously announced bought deal private placement of subscription receipts (the "Offering") were automatically converted into 31,600,000 Common Shares and the net proceeds of the Offering of approximately $27.85 million were released to Exro in accordance with the subscription receipt agreement dated February 16, 2024 between Exro, Canaccord Genuity Corp. and Odyssey Trust Company. Settlement of the Common Shares issued on conversion of the Subscription Receipts through the facilities of CDS Clearing and Depository Services Inc. will occur on April 8, 2024 with an effective issuance date of April 5, 2024. Exro intends to use the net proceeds from the Offering to support the business plan of the Combined Company, including but not limited to production, capital expenditures, working capital requirements, and normal course corporate and operating needs.

 

Source:prnewswire.com