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Edison Motors Announces Update on Financing
Merritt, British Columbia, December 18, 2024 - Edison Motors Ltd. (“Edison” or the “Company”) is pleased to provide an update on our non-brokered private placement financing announced on October 18, 2024. Due to overwhelming interest, particularly from subscribers who reside in the United States (US), the Company has been advised to rely upon a different securities exemption than was originally contemplated. The Offering will now be offered by way of private placement to residents of the United States who qualify as accredited investors pursuant to Rule 506(c) and Regulation D under the United States Securities Act of 1933.
As a result, all US subscribers who have already subscribed and those who wish to subscribe must complete and return the accreditation form and sufficient supporting information in order to satisfy Rule 506(c) under Regulation D. We apologize in advance for this additional accredited investor verification step if you have already submitted your subscription agreement. Those US subscribers who have previously submitted documentation and either do not satisfy the definition of an accredited investor, or who do not wish to submit the additional documents required for the accredited investor verification process, will be refunded their subscription amount in full.
The total offering consists of up to 500,000 common shares of the Company (Common Shares) issued at a price of $40 USD per Common Share for gross proceeds of up to $20 million USD (the “Offering”). Assuming the Offering is fully subscribed, the post-closing valuation of the Company will be approximately $212 Million USD.
The net proceeds from the Offering will be used (i) to construct a large production facility in order to build and commission additional prototype vehicles, and (ii) to increase working capital. The Company’s objective is to bring Electric, Hybrid Electric & Diesel Commercial Vehicles Conversion kits into production in 2026.
The Offering is expected to close on or before February 25, 2025. No commissions or agent fees will be paid as part of the financing. The Company has contracted the services of Novation Solutions Inc. (O/A Dealmaker) to provide the online platform including 506c accreditation verification for the US subscribers.
The Company is not a reporting issuer in any province or territory in Canada and its securities are not listed on any stock exchange in Canada and there is currently no public market for its securities to be resold. As such, the common shares will be subject to a hold period pursuant to applicable statutory exemptions, until the date that is four months and one day, after the date the Company becomes a Reporting Issuer in any province or territory of Canada (subject to any control person distribution restrictions) in accordance with National Instrument 45-102 – Resale of Securities.
Readers can find additional information about the Company on our website https://www.edisonmotors.ca/investing.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
About Edison Motors Edison Motors Ltd. is a Canadian company focused on the development and commercialization of electric commercial vehicles and electric conversion kits for existing light, medium and heavy-duty trucks. In 2024, the company successfully tested and licensed its heavy truck production prototype “Topsy”, for use on Canadian public roads. In 2023, Edison built North America’s first EV Plug-in Hybrid commercial semi-truck. Both vehicles were developed and assembled in British Columbia, Canada, where the Company is headquartered.
For further information please contact Eric Little, Co-Founder, at eric.little@edisonmotors.ca
Cautionary Statement: This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections, and interpretations as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance including in respect of the size and use of proceeds of the Offering, the timing and ability of the Company to close the Offering, if at all and the potential for the development and commercialization of electric commercial vehicles and electric conversion kits for existing light, medium and heavy duty trucks and its objective to bring Electric, Hybrid Electric & Diesel Commercial Vehicles Conversion kits into production in 2026 (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. This forward-looking information is based on reasonable assumptions and estimates of management of the Company, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.