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Edison Motors Positive Financing Update
Golden, British Columbia, May 16, 2025 - Edison Motors Ltd. (“Edison” or the “Company”) is pleased to to announce today that it has closed C$8.5M through its non-brokered private placement financing announced on October 18, 2024.
The company will hold a general and special meeting of shareholders (“AGM”) of Edison Motors Ltd. at 2815 Donald Rd, Golden, BC V0A 1H1 at 11:00am MT on June 6th 2025. The company has engaged Odyssey Trust Company as transfer agent who will be assisting with the upcoming AMG.
Due to overwhelming interest, the Company intends to commence a non-brokered private placement financing under an Offering Memorandum for non-qualifying issuers (“OM”) under Form 45-106F2, such that non-accredited investors may have an opportunity to subscribe to a private placement under similar financial terms. The Company will provide an update on its proposed OM offering in the coming weeks.
The total offering, including any future OM, continues to consist of up to 500,000 common shares of the Company ("Common Shares”) issued at a price of $55 CAD ($40 USD) per Common Share for gross proceeds of up to $27.5 million CAD (the “Offering”). The aggregate value of the Common Shares to be distributed under the Offering is less than 12.5% of the deemed market capitalization of the Company.
The Company intends to use the net proceeds from the Offering to (i) construct the necessary production facilities in Golden B.C. in order to build and commission additional vehicles including prototypes and eventual commercial orders, and (ii) increase its general working capital. The Company’s objective is to bring Class 8, Heavy Duty, Speciality Service Vehicles and Commercial Vehicles Conversion kits into production in 2026 using Electric, Hybrid Electric & Diesel propulsion. The company has entered into agreements to commence working on its property facilities which includes a 30,000sqft production facility and off-road test track.
Compensation will be paid in respect of the Offering to Frontfundr who has been contracted to manage the private placement subscription agreements through its on-line portal. No other commissions or agent fees are expected to be paid as part of the Offering.
The Offering is currently being offered by way of private placement in all provinces of Canada to investors who qualify as accredited investors under National Instrument 45-102 or who are otherwise exempt from prospectus delivery requirements. The Offering may also be subscribed to by International investors and 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 amended, and in such other jurisdictions outside of Canada in accordance with applicable local laws.
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 based company focused on the development and commercialization of Class 8 and specialty service vehicles with electric and electric-hybrid propulsion and conversion kits of the same for heavy duty trucks. In 2024, the company successfully licensed and tested its Class 8 production prototype ’’Topsy’’, on Canadian public roads. In 2023, Edison built North America’s first EV Plug-in Hybrid semi truck fully assembled in British Columbia, Canada.
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, the Company carrying out a private placement under the OM exemption, the payment of any commissions or agent fees in connection with the Offering, and the potential for the development and commercialization of Class 8, speciality service, electric, electric-hybrid, diesel, commercial vehicles and electric conversion kits for existing light, medium and heavy duty trucks and its objective to bring Electric, Hybrid Electric & amp; Diesel Commercial Vehicles Conversion kits into production in 2026 or later (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.