Exro Technologies Inc. (TSX: EXRO), a leading clean technology company specializing in power control solutions for electric vehicles and energy storage, is pleased to announce a funding commitment from a long-term institutional shareholder (the “Lender”) to provide up to US$30 million pursuant to a senior secured loan facility (the “Facility”).
The proceeds of the Facility will enable Exro to maintain operations and execute its business plan while advancing a strategic review process supported by an independent strategic advisor (the “Strategic Advisor”) who has been retained by the Company. The review is intended to evaluate a range of outcomes including strategic partnerships, capital restructuring, M&A opportunities, and other corporate transactions.
The Facility
The Facility is a secured, non-revolving, multiple-draw credit facility. Highlights include:
Facility Size: Up to US$30 million Disbursements: Funds will be advanced in milestone-based tranches, with the initial tranche of US$2 million expected to be advanced on May 20, 2025. Milestones are set out below. Convertible Debenture Condition: A condition of the second milestone-based tranche is that the Company shall have either (1) obtained a postponement of security from a requisite majority of debentures issued pursuant to an indenture dated December 30, 2022 (the “Convertible Debentures”), or (2) issued a redemption notice pursuant to which the Convertible Debentures would be redeemed in exchange for shares. Use of Proceeds: Working capital, implementation of the strategic plan, and retention of advisors and legal support. Non-Convertible: The facility is not convertible into equity. Warrants: Subject to receipt of TSX approval, the Lender will be issued warrants to purchase up to 75 million common shares at a nominal price.
Milestones
The milestones for advances under the Facility are as follows:
Milestones 1 – funds to be advanced no earlier than June 6, 2024
May 20, 2025
- Establish initial operating plan for the Company acceptable to the Lender
- Establish initial 13 week Cash Flow acceptable to the Lender
May 30, 2025
- Engagement Letter(s) executed by Exro with such external advisors recommended by the Strategic Advisor and acceptable to the Lender
June 3, 2025
- Holders of the Convertible Debentures consent to the postponement of security in favour of the Interim Lender or notices of redemption issued in respect of the Convertible Debentures
Milestones 2 – funds to be advanced no earlier than July 15, 2025
June 15, 2025
- Execution of operating plan by Exro acceptable to the Lender
July 1, 2025
- If not otherwise postponed to the Interim Lender per the terms of the Facility, conclusion of the redemption of the Convertible Debentures and issuance of common shares in the capital of Exro in payment thereof.
July 15, 2025
- Evidence of active engagement with at least three (3) credible strategic partners in accordance with operating plan, as assessed by the Strategic Advisor
Milestone 3 – funds to be advanced no earlier than September 30, 2025
July 15, 2025
- Execution of operating plan by Exro in a manner acceptable to the Lender
Sept 1, 2025
- Execution of definitive contract(s) with credible strategic partners in accordance with operating plan, as assessed by the Strategic Advisor
Debentureholder Consent
Exro has C$15 million of senior secured Convertible Debentures outstanding, with a first lien over substantially all of the Company’s assets. Exro also has senior secured notes (the “Notes”) outstanding, secured by substantially all of the Company’s assets but subordinate to the Convertible Debentures.
The Company intends to solicit a postponement of security from a requisite majority of the Convertible Debentures. The postponement of security, if obtained, would result in:
- the Facility and the Notes being secured by a first lien; and
- the Convertible Debentures being secured by a second lien.
In the alternative, the Company has the contractual right (subject to TSX approval) to redeem the Convertible Debentures for shares. Pursuant to the Indenture, the redemption price is equal to 105% of par value plus 100% of accrued interest, with consideration being common shares issued at a share price based on the 5-day volume weighted average price of the shares for the five business days preceding issuance of the redemption notice.
Strategic Wind-Down of APAC Subsidiary
As part of its focus on core markets and capital efficiency, Exro has initiated an orderly wind-down of its Australia-based subsidiary. Legal counsel has been retained, and the Company is working to resolve all lease, employment, and regulatory matters. This strategic decision supports the Company’s ongoing focus on cost reductions and reallocation of resources to high-impact markets with stronger commercial traction and more efficient capital deployment.
Looking Ahead
Exro is entering a pivotal phase with the financial flexibility and strategic lens to evaluate a range of opportunities that align with its core technology and market focus. The ongoing strategic process is designed to unlock value—whether through partnerships, transactions, or focused execution on high-impact initiatives. With strengthened capital backing and a clear mandate, Exro remains committed to pursuing the best path forward for its shareholders.
