TORONTO, Feb. 9, 2024 /CNW/ – STEER Technologies Inc. (“STEER” or the “Company“) (TSXV: STER), (OTCQX: STEEF), an integrated ESG technology platform, is pleased to announce that it has closed its private placement offering of 12.0% secured convertible debentures (the “Debentures“) for aggregate gross proceeds of $3,536,400 (the “Private Placement“) previously announced on January 15, 2024. The proceeds from the Private Placement are expected to be used by the Company for working capital and general corporate purposes.
Secured Convertible Debentures
Each Debenture is convertible into units of the Company (each, a “Unit“), at a conversion price of $0.06 per Unit, at the sole option of the holder, at any time after the completion of the FoodsUp Distribution (as defined herein). Each Unit will consist of one common share in the capital of the Company (each, a “Common Share“) and one common share purchase warrant (each, a “Warrant“). Each Warrant is exercisable into one Common Share at the exercise price of $0.06 per Warrant at any time prior to February 8, 2025, subject to certain adjustments and acceleration provisions.
The Debentures will mature on the earliest of (i) February 8, 2025, (ii) the date that all obligations thereunder are converted into Units in accordance with the certificates representing the Debentures (the “Debenture Certificates“), and (iii) the date that all obligations thereunder may become due and payable in accordance with the terms of the Debenture Certificates (the “Maturity Date“). The Debentures shall accrue interest daily at the rate of 12.0% per annum, calculated on the basis of a 365- or 366-day year, as applicable, for the actual number of days elapsed and compounded monthly from the date of issue until conversion or payment in full, both before and after the Maturity Date. Accrued interest may be paid, at the holder’s sole option and discretion, in cash or by way of a shares for debt transaction; provided, however, that any payment of accrued interest as shares for debt is subject to the approval of the TSX Venture Exchange (the “TSXV“).
The Debentures may be prepaid by the Company upon the prior written consent of the Investors (as defined below) and are secured by a first ranking senior security interest in all of the present and after-acquired property and assets of the Company and certain of its subsidiaries, but excluding the Company’s indirect 62.5% equity interest in FoodsUp Inc. (“FoodsUp“). The repayment of the Debentures by the Company is further guaranteed by certain of the Company’s subsidiaries.
All of the investors that participated in the Private Placement, which included ESG Holdings Inc. (“ESG“) and Arichandran Investments Inc. (“Arichandran“), were at arm’s length to the Company (collectively, the “Investors“).
Per the terms of the Debenture Certificates and the definitive certificates representing the Warrants, and the policies of the TSXV, the Debentures and Warrants comprising the Units contain provisions that prohibit the conversion or exercise thereof, respectively, in whole or in part, where such conversion or exercise results in the Investor having beneficial ownership of, or control or direction over, directly or indirectly, over 19.99% of the Company’s then issued and outstanding Common Shares, unless and until disinterested shareholders of the Company approve the creation of an Investor as a “Control Person” (as such term is defined in the policies of the TSXV) of the Company.
The securities issued and issuable in connection with the Private Placement are subject to a statutory four-month and one-day hold period expiring on June 9, 2024.
All dollar amounts are stated in Canadian dollars.
In addition, upon the completion of the Private Placement, the Company’s board of directors (the “Board“) has been reconstituted through the appointment of two new director nominees selected by ESG and Arichandran. Effective as of yesterday, Mujir Muneeruddin and Susan Uthayakumar resigned from their positions as directors of the Company. To fill the vacancies created by each of their resignations, Qamar Qureshi and Praveen Arichandran have joined the Board. The new Board members bring a wealth of experience, having held senior executive roles in finance, technology, and product, leading business transformation and growth functions for several high-growth early stage and Fortune 50 companies.
The Private Placement remains subject to the final acceptance of the TSXV.
“We are pleased to announce the successful closing of this latest financing round with a group of strategic investors, marking a transformative moment for the company. With this influx of capital, we are poised for accelerated growth with exciting new developments on the horizon. I want to extend my deepest gratitude to Mujir Muneeruddin and Susan Uthayakumar, our outgoing board members, for their dedication to the Company and unwavering support throughout its journey. At the same time, we welcome our two new board members, whose expertise and vision will undoubtedly propel us forward on our path to success. Together, we are energized and ready to seize the opportunities ahead, driving innovation and delivering value to our stakeholders,” said Junaid Razvi, CEO and Chairman of the Board of STEER.
Distribution of FoodsUp Shares
The Board has considered several possible opportunities to enhance value for the Company’s current shareholders, and is considering, among others, the distribution of most of its equity position in FoodsUp to current shareholders of the Company. The Debentures offered under the Private Placement are not convertible unless and until the Company completes the distribution of its equity interest in FoodsUp to the shareholders of the Company (the “FoodsUp Distribution“). The intention of the FoodsUp Distribution, if completed, is to maximize the value of the Common Shares held by the shareholders of the Company without dilution of such pro rata entitlement because of the Private Placement. The Company anticipates completing the FoodsUp Distribution by no later than May 31, 2024. The completion of the FoodsUp Distribution, if it occurs, will be subject to the final acceptance of the TSXV, the Board, shareholders of the Company, as the case may be, and any other approvals required under applicable laws.
It is anticipated that if the FoodsUp Distribution occurs, the Company will seek to distribute not more than, 78.8% of the Company’s equity interests in FoodsUp to the Company’s shareholders by way of a return of capital or other distribution on a pro rata basis. The Company has not yet determined how the shares of FoodsUp will be distributed, or if at all. It is possible that the FoodsUp Distribution will not occur on the terms or timing provided in this news release, or at all. Further details will be provided once known.
About the Company
STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on-demand services. The Company’s goal is to build a one-of-a-kind ecosystem that aggregates conscientious users, through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company’s offerings generally fall into two categories: subscription-based offerings led by its flagship electric vehicle subscription business, STEER EV, and on-demand services incorporating food delivery, Delivery-as-a-Service (DaaS) and rideshare businesses. The Company’s platform is also powered by EcoCRED, its big data, analytics and machine learning engine which seeks to capture, analyze, parse and report on key data points in ways that measure the Company’s impact on carbon reductions and offsets.
STEER 44 East Beaver Creek Road, Unit 16 Richmond Hill, Ontario, L4B 1G8 www.steeresg.com
Cautionary Statement Regarding Forward-Looking Information
Statements included in this news release, including any with respect to the TSXV’s final approval of the Private Placement, the use of proceeds therefrom, the completion of the FoodsUp Distribution, the conversion of the Debentures, the exercise of the Warrants, the Company’s strategic review of certain of its assets, prospects and/or development of the Company’s projects, other than statements of historical fact, constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws (collectively referred to herein as “forward-looking information”) and such forward-looking information is based on expectations, estimates and projections as of the date of this news release. Forward-looking information is provided for the purpose of providing information about management’s current expectations and plans relating to the future. Forward-looking information is generally identifiable by the use of words such as “may”, “will”, “should”, “continue”, “expect”, “budget”, “forecast”, “anticipate”, “estimate”, “believe”, “intend”, “plan”, “schedule”, “guidance”, “outlook”, “potential”, “seek”, “targets”, “suspended”, “strategy”, or “project” or the negative of these words or other variations on these words or comparable terminology.
The Company cautions the reader that forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, financial, operational and other risks, uncertainties, contingencies and other factors, including those described below, which could cause actual results, performance or achievements of the Company to be materially different from results, performance or achievements expressed or implied by such forward-looking information and, as such, undue reliance must not be placed on them. Forward-looking information is also based on numerous material factors and assumptions, including: TSXV final approval of the Private Placement; the completion of the FoodsUp Distribution; and the availability and timing of required regulatory and other approvals in connection with the transactions described in this news release.
Risks, uncertainties, contingencies and other factors that could cause actual results, performance or achievements of the Company to be materially different from results, performance or achievements expressed or implied by such forward-looking information include, without limitation: the inability of the Company to achieve positive cash flows from operations or obtain any necessary future financing to continue with its planned market expansion, the inability of the Company to complete the FoodsUp Distribution as contemplated or at all; the inability of the Company to obtain the approvals and authorizations required to complete the FoodsUp Distribution on a timely basis or at all; competition; litigation; lower than anticipated demand for the Company’s products and services; the Company’s failure to satisfy its covenants under the Debentures; changes in technology that adversely affect the Company’s products and services; the failure of the Company to successfully protect its intellectual property; and the attraction and retention of key employees and other qualified personnel. Please see the Company’s current management’s discussion & analysis available on SEDAR+ at www.sedarplus.ca for a comprehensive discussion of the risks faced by the Company and which may cause actual results, performance or achievements of the Company to be materially different from results, performance or achievements expressed or implied by forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise except as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.