Critical Reagent Processing Corp. - Capital/Financing Update 2020

A copy of this amended and restated preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada other than Quebec, but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws. These securities will not be offered or sold to, or for the account or benefit of, persons within the United States or "U.S. persons", as such term is defined in Regulation S under the U.S. Securities Act unless the securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. See "Plan of Distribution". This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities offered hereby to, or for the account or benefit of, persons in the United States or U.S. persons.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at our head office located at 12-21 Highfield Circle SW, Calgary, Alberta, T2G 5N6, Telephone 587-619-1517, and are also available electronically at www.sedar.com.

New Issue

November 25, 2020

AMENDED AND RESTATED PRELIMINARY SHORT FORM PROSPECTUS AMENDING AND RESTATING A PRELIMINARY SHORT FORM PROSPECTUS DATED NOVEMBER 24, 2020

EXRO TECHNOLOGIES INC.

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Minimum Offering: $30,000,002.50 (9,230,770 Common Shares)

Maximum Offering: $ 36,499,999.25 (11,230,769 Common Shares)

This short form prospectus (this " Prospectus ") qualifies the distribution (the " Offering ") of a minimum of 9,230,770 (the " Minimum Offering ") and a maximum of up to 11,230,769 (the " Maximum Offering ") common shares (the " Common Shares ") of Exro Technologies Inc. (" Exro " or the " Company ") at a price of $3.25 per Common Share (the " Offering Price ") for minimum gross proceeds of $30,000,002.50 and maximum gross proceeds of up to $36,499,999.25. The Common Shares will be offered and sold pursuant to the terms of an agreement (the " Agency Agreement ") to be entered into between the Company, Raymond James Ltd. (" Raymond James ") and Gravitas Securities Inc. (" Gravitas ", and together with Raymond James, the " Lead Agents "), Eight Capital and Haywood Securities Inc. (collectively, with the Lead Agents, the " Agents "). The Offering Price and other terms of the Offering were determined by negotiation between the Company and the Lead Agents. See " Plan of Distribution ".

This Prospectus qualifies the distribution of the Common Shares, Compensation Warrants (as defined below) and the Corporate Finance Fee Shares (as defined below).

Exro is a British Columbia corporation incorporated under the Business Corporations Act (British Columbia). The outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the " TSXV ") under the trading symbol "EXRO" and trade in the United States on the OTCQB Venture Exchange (the " OTC Markets ") under the trading symbol "EXROF". On November 24, 2020, the last trading day prior to the filing of this Prospectus, the closing prices of the Common Shares on the TSXV and the OTC Markets were $4.44 and US$3.37, respectively.

Price: $3.25 per Common Share

Per Common Share Minimum Offering(3) Maximum Offering(4)	Price to Public $3.25 $30,000,002.50 $36,499,999.25	Agents’ Fee(1) $0.211 $1,950,000.16 $2,372,499.95	Net Proceeds to the Company(2)
			$3.039 $28,050,002.34 $34,127,499.30

Notes:

(1) In consideration of the services rendered by the Agents in connection with the Offering, the Company has agreed to pay the Agents, on the Closing Date, a commission equal to 6.50% of the gross proceeds of the Offering payable in cash (the " Agents' Fee "). In addition, the Company has agreed to issue to the Agents, on the Closing Date, such number of common share purchase warrants of the Company (the " Compensation Warrants ") as is equal to 6.50% of the aggregate number of Common Shares issued pursuant to the Offering. Each Compensation Warrant shall be exercisable to acquire one common share of the Company (a " Compensation Warrant Share ") at an exercise price of $3.25 per Compensation Share, until 5:00 p.m. (Toronto time) on the date that is 24 months from the Closing Date. The Company has also agreed to pay the Lead Agents, on the Closing Date, a corporate finance fee payable in common shares of the Company (the " Corporate Finance Fee Shares "), which corporate finance fee shall be equal to 5.0% of the aggregate number of Common Shares issued pursuant to the Offering . The Agents' Fee, Compensation Warrants and Corporate Finance Fee Shares will be payable on the total gross proceeds of the Offering and the total number of Common Shares issued, respectively, including any Additional Common Shares (as defined below) issued upon exercise of the Over-Allotment Option (as defined below).
(2) After deducting the Agents' Fee, but before deducting the expenses related to the Offering estimated at $300,000, which, together with the Agents' Fee, will be paid by the Company from the proceeds of the Offering. See " Use of Proceeds ".
(3) Pursuant to the terms of the Agency Agreement, all subscription funds received from subscribers will be retained in trust by the Agents until the Minimum Offering is obtained. Once the Minimum Offering has been obtained the sale of the Common Shares shall be completed in accordance with the Agency Agreement.
(4) The Company has agreed to grant the Agents an over-allotment option (the " Over-Allotment Option ") exercisable, in whole or in part, at the Agents' sole discretion, to purchase up to an additional number of common shares of the Company (the " Additional Common Shares ") as is equal to 15% of the number of Common Shares sold hereunder at a price equal to the Offering Price, to cover overallocations, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable, in whole or in part, at any time or times during the 30 days immediately following the final Closing Date. If the Offering is fully subscribed and the Agents exercise the Over-Allotment Option in full, the total price to the public, Agents' Fee and net proceeds to the Company (before deducting the expenses of the Offering which are estimated to be approximately $300,000) will be $41,974,998, $2,728,374.87 and $39,246,623.13, respectively. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of any Additional Common Shares issued or sold pursuant to the exercise of the Over-Allotment Option. A purchaser who acquires Additional Common Shares forming part of the Agents' over-allocation position acquires such Additional Common Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See " Plan of Distribution ".

This Prospectus also qualifies the grant of the Compensation Warrants and the Corporate Finance Fee Shares. See " Plan of Distribution ".

Unless the context otherwise requires, when used herein, all references to "Offering", "Common Shares", "Corporate Finance Fee Shares" and "Compensation Warrants" include the Additional Common Shares, Corporate Finance Fee Shares and Compensation Warrants issuable upon exercise of the Over-Allotment Option.

The following table sets out the number of securities that may be issued by the Company to the Agents pursuant to the Compensation Warrants and the Corporate Finance Fee Shares.

Agents' Position	Maximum Size or Number	Exercise Period	Exercise Price
	of Securities Available(1)
Over-Allotment Option	1,684,615 Additional	At any time, but not later	$3.25 per Additional
	Common Shares	than 30 days following the	Common Share
		Closing Date
Compensation Warrants	839,500 Compensation	At any time, but not later	$3.25 per Compensation
	Warrants	than 24 months following the	Warrant
		ClosingDate

iii

Agents' Position	Maximum Size or Number	Exercise Period	Exercise Price
	of Securities Available(1)
Corporate Finance Fee	645,769 Corporate Finance	N/A	N/A
Shares	Fee Shares

Note:

(1) Assuming completion of the Maximum Offering and exercise of the Over-Allotment Option in full.

The Company has made an application to the TSXV to list the Common Shares (including the Additional Common Shares issuable upon the exercise of the Over-Allotment Option), the Corporate Finance Fee Shares and the Compensation Warrant Shares offered under this Prospectus on the TSXV. Such listing will be subject to the fulfillment of all of the listing requirements of the TSXV. The Compensation Warrants will not be listed on the TSXV.

This Offering is not underwritten or guaranteed by any person. The Offering is being conducted on a best efforts agency basis by the Agents who conditionally offer the Common Shares for sale, if, as and when issued by the Company and delivered to and accepted by the Agents, in accordance with the terms and conditions contained in the Agency Agreement referred to under " Plan of Distribution " and subject to the approval of certain legal matters on behalf of the Company by Stikeman Elliott LLP, and on behalf of the Agents by DLA Piper (Canada) LLP.

Subscriptions for the Common Shares will be received subject to rejection or allotment in whole or in part and the Company has the right to reserve to close the subscription books at any time without notice. Provided that the Minimum Offering is met, it is expected that closing of the Offering will occur on or about December 8, 2020, or such other date not later than 90 days after the date of the receipt for the (final) short form prospectus (the " Closing Date "). If subscriptions for the Minimum Offering have not been received within 90 days following the date of issuance of a receipt for the final prospectus, the Offering will not continue and the subscription proceeds will be returned to subscribers, without interest or deduction. See " Plan of Distribution ".

Subject to applicable laws and in connection with this Offering, the Agents may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market in accordance with applicable stabilization rules. Such transactions, if commenced, may be discontinued at any time. See " Plan of Distribution ".

An investment in the Common Shares is highly speculative and involves significant risks. The risk factors outlined or incorporated by reference in this Prospectus should be carefully reviewed and considered by prospective purchasers in connection with their investment in the Common Shares. See " Cautionary Note Regarding Forward-Looking Information " and " Risk Factors ". Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess the income tax, legal and other aspects of the Offering.

Except as may be otherwise agreed by the Company and the Agents, it is expected that the Company will arrange for an instant deposit of the Common Shares to or for the account of the Agents with CDS Clearing and Depository Services Inc. (" CDS ") on the Closing Date, against payment of the aggregate purchase price for the Common Shares. Purchasers of Common Shares will receive only a customer confirmation from the Agents or other registered dealer that is a CDS participant and from or through which a beneficial interest in the Common Shares is purchased. See " Plan of Distribution ".

Certain legal matters relating to the Offering will be passed upon by Stikeman Elliott LLP, on behalf of the Company, and by DLA Piper (Canada) LLP, on behalf of the Agents.

In this Prospectus, references to "Exro", the "Company", "we", "us" and "our" refer to Exro Technologies Inc. and/or, as applicable, one or more of its subsidiaries.

Investors should rely only on the information contained in or incorporated by reference into this Prospectus. The Company has not authorized anyone to provide investors with different information. Neither the Company nor the Agents are making an offer of these securities in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front

of this Prospectus. The Company's business, operating results, financial condition and prospects may have changed since that date.

Information contained on the Company's website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and may not be relied upon by prospective investors for the purpose of determining whether to invest in the securities qualified for distribution under this Prospectus.

Daniel McGahn and Julie Wurmlinger, directors of the Company, reside outside of Canada and have appointed the following agent for service of process in Canada:

ervice of process in Canada:
Name of Persons	Name and Address of Agent
Daniel McGahn	152928 Canada Inc.
Julie Wurmlinger	c/o Stikeman Elliott LLP Suite 1700, 666 Burrard Street
	Vancouver, BC V6C 2X8

Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Unless otherwise indicated, all references to "$", "C$" or "dollars" in this Prospectus refer to Canadian dollars and all references to "US$" in this Prospectus refer to United States dollars. See " Currency and Exchange Rate Information ".

The Company's head office is at 12-21 Highfield Circle SW, Calgary, Alberta, T2G 5N6 and its registered and records office is at 1700 – 666 Burrard Street, Vancouver, BC V6C 2X8.

ELIGIBILITY FOR INVESTMENT......................................................................................................................... 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ............................................. 1 MARKET AND INDUSTRY DATA .......................................................................................................................... 3 PRESENTATION OF FINANCIAL INFORMATION ........................................................................................... 4 TRADEMARKS AND TRADE NAMES .................................................................................................................. 4 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................ 4 MARKETING MATERIALS ..................................................................................................................................... 5 CORPORATE STRUCTURE .................................................................................................................................... 5 DESCRIPTION OF BUSINESS ................................................................................................................................. 6 RECENT DEVELOPMENTS .................................................................................................................................... 7 CONSOLIDATED CAPITALIZATION ................................................................................................................... 8 USE OF PROCEEDS .................................................................................................................................................. 9 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ................................................................................ 11 PLAN OF DISTRIBUTION ..................................................................................................................................... 11 PRIOR SALES ........................................................................................................................................................... 14 TRADING PRICE AND VOLUME ........................................................................................................................ 16 RISK FACTORS ....................................................................................................................................................... 17 PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ....................................... 24 INTERESTS OF EXPERTS ..................................................................................................................................... 24 AUDITORS, TRANSFER AGENT AND REGISTRAR ....................................................................................... 24 CERTIFICATE OF THE COMPANY .................................................................................................................. C-1 CERTIFICATE OF THE AGENTS ...................................................................................................................... C-2

ELIGIBILITY FOR INVESTMENT

In the opinion of Stikeman Elliott LLP, counsel to the Company, and DLA Piper (Canada) LLP, counsel to the Agents, based on the current provisions of the Income Tax Act (Canada), including the regulations thereunder, (the " Tax Act "), the Common Shares, if issued on the date hereof, would be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (" RRSP "), a registered retirement income fund (" RRIF "), a registered education savings plan (" RESP "), a deferred profit sharing plan, a registered disability savings plan (" RDSP ") and a tax-free savings account (" TFSA "), as those terms are defined in the Tax Act, provided that, at such time, the Common Shares are listed on a "designated stock exchange" for the purposes of the Tax Act (which currently includes the TSXV).

Notwithstanding that a Common Shares may be a qualified investment for an RRSP, RRIF, RESP, RDSP or TFSA (each a " Deferred Income Plan ") as discussed above, if the Common Shares is a "prohibited investment" for the purposes of the Tax Act, the holder, annuitant or subscriber of a Deferred Income Plan, as the case may be, will be subject to penalty taxes as set out in the Tax Act. A Common Share generally will not be a prohibited investment for a Deferred Income Plan if the annuitant or holder or subscriber, as the case may be, deals at arm's length with the Company for the purposes of the Tax Act and does not have a "significant interest" (as defined in the Tax Act) in the Company. In addition, the Common Shares will not be a prohibited investment if such securities are "excluded property" as defined in the Tax Act, for a Deferred Income Plan. Prospective purchasers who intend to hold the Common Shares in a Deferred Income Plan should consult their own tax advisors with respect to the application of these rules in their particular circumstances.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain certain "forward-looking information" and "forward-looking statements" (collectively, " forward-looking information ") which are based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Such forward-looking information is as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document.

Forward-looking information contained in this Prospectus includes statements with respect to:

the timing and closing of the Offering;
the satisfaction of the conditions to closing of the Offering, including the receipt, in a timely manner, of regulatory and other required approvals;
the terms of the Offering and the exercise of the Over-Allotment Option;
the proposed use of the net proceeds of the Offering;
the performance of the Company's business and operations;
the effect of the novel coronavirus (" COVID-19 ") outbreak on the ability of the Company to carry on business;
the intention to grow the business and operations of the Company;
the intended expansion of the Company's services;
the competitive conditions of the industry;
the development of the Company's battery management software technology;
the development of new strategic partnerships;
the applicable laws, regulations and any amendments thereof; and

the competitive and business strategies of the Company.

Undue reliance should not be placed on such forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not be realized. These statements and information are only predictions based on current information and knowledge, some of which may be attributed to third party industry sources. Actual future events or results may differ materially. The forwardlooking information is based on a number of key expectations and assumptions made by our management including but not limited to:

our ability to attract and retain strategic partners;
our ability to license our technology and generate hardware/software sales and service revenue;
our ability to deliver our technology and services at expected volumes for expected prices;
our ability to control costs;
market demand for our technology;
the successful execution of our business plan;
achievement of current timetables for research and development programs and sales;
the availability and cost of raw materials, labour and supplies;
the availability of additional capital; and
global economic and financial market conditions.

Forward-looking information contained in or incorporated by reference in this Prospectus are based on the assumptions described in this Prospectus. Although management believes the expectations reflected in such forward-looking information are reasonable, forward-looking information is based on the opinions, assumptions and estimates of management at the date the statements are made, and is subject to a variety of risks and uncertainties and other factors, both known and unknown, that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include, but are not limited to:

the condition of the global economy, including trade, public health and other geopolitical risks;
our technology may not prove useful in some of the applications in which the Company envisages it being applied;
the rate of mass adoption of products using our technology;
changes in technology or service pricing or cost;
changes in our customers' and partners' requirements, the competitive environment and/or related market conditions;
the relative strength of the value proposition that we offer our customers and partners with our technology and services;
changes in the technology of our customers and partners, as well as changes in competitive technologies;
challenges or delays in our technology and product development activities;
changes in the availability or price of raw materials, labour and supplies;
our ability to attract and retain business partners, suppliers, employees and customers;
changing government or environmental regulations, including subsidies or incentives associated with the adoption of clean energy power systems;
potential fluctuations in our financial and business results make forecasting difficult and may restrict our access to funding for our commercialization plan;

we are subject to risks inherent in international operations;
our access to funding and our ability to provide the capital required for research and development, operations, marketing efforts and working capital requirements;
our ability to protect our intellectual property;
our ability to extract value from strategic partnerships;
currency fluctuations, including the magnitude of the rate of change of the Canadian dollar versus the United States dollar;
market instability, labour and supply issues due to the COVID-19 pandemic;
potential merger and acquisition activities, including risks related to integration, loss of key personnel, disruptions to operations, costs of integration, and the integration failing to achieve the expected benefits of the transaction; and
those risks discussed in this Prospectus under the heading " Risk Factors ".

These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully by prospective investors.

A number of factors could cause actual events, performance or results to differ materially from what is projected in forward-looking information. More detailed assessment of the risks that could cause actual events or results to materially differ from the Company's current expectations can be found in the Annual Information Form (as defined below) under the heading "Risk Factors" filed with the Canadian securities authorities (on SEDAR at www.sedar.com) and under the heading " Risk Factors " in this Prospectus. The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward-looking information may not be appropriate for any other purpose. You should not place undue reliance on forward-looking information contained in this Prospectus or in any document incorporated by reference. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no 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. The forward-looking information contained in this Prospectus and the documents incorporated by reference herein are expressly qualified in their entirety by this cautionary statement.

We qualify all the forward-looking information contained in this Prospectus and the documents incorporated by reference herein and therein by the foregoing cautionary statements.

MARKET AND INDUSTRY DATA

Certain information in this Prospectus or in documents incorporated by reference herein is obtained from third party sources (including industry publications surveys and forecasts), including public sources, as well as, and management studies and estimates. There can be no assurance as to the accuracy or completeness of such information.

Unless otherwise indicated, the Company's estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from its internal research, and include assumptions made by the Company which it believes to be reasonable based on its knowledge of the industry and markets in which it operates. Although the Company believes these sources to be generally reliable, market and industry data are subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in any statistical survey. Although believed to be reliable, management of the Company has not independently verified any of the data from third party sources unless otherwise stated.

While the Company believes the market position, market opportunity, and market share information included in this Prospectus are generally reliable, such information is inherently imprecise. In addition, projections, assumptions, and estimates of the future performance of the Company and the future performance of the industry and markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading " Cautionary Note Regarding Forward-Looking Information " and " Risk Factors ".

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise indicated, all references to "$", "C$" or "dollars" in this Prospectus refer to Canadian dollars, which is the Company's functional currency. References to "US$" in this Prospectus refer to United States dollars. The consolidated financial statements of the Company incorporated herein by reference are reported in Canadian dollars and are prepared in accordance with International Financial Reporting Standards (" IFRS ").

TRADEMARKS AND TRADE NAMES

The Company uses various trademarks, trade names and design marks in its business. This Prospectus may also contain trademarks and trade names of other businesses that are the property of their respective holders. The Company does not intend for its use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of it by, those other companies.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Exro at Suite 12-21 Highfield Circle SE, Calgary, Alberta, T2G 5N6, Telephone 587-619-1517 and are also available electronically at www.sedar.com.

The following documents of Exro filed with the securities commissions or similar authorities in Canada are incorporated by reference in this Prospectus:

the Company's annual information form dated June 1, 2020 (the " Annual Information Form ") in respect of the fiscal year ended December 31, 2019;
the audited consolidated financial statements of the Company and the notes thereto as at and for the year ended December 31, 2019, together with the auditors' report thereon;
the management's discussion and analysis of financial conditions and operations of the Company for the year ended December 31, 2019 filed on April 29, 2020 (the " Annual MD&A ");
the management information circular dated June 2, 2020 relating to the annual general meeting of shareholders of Exro to be held on July 7, 2020 (the " Information Circular ");
the unaudited condensed interim consolidated financial statements of the Company and the notes thereto as at and for the six months ended June 30, 2020 (the " Interim Financial Statements "), but excluding the "Notice of No Auditor Review of Condensed Interim Financial Statements" contained in the Interim Financial Statements;
management's discussion and analysis of financial conditions and operations of the Company for the six months ended June 30, 2020 filed on August 28, 2020 (the " Interim MD&A ");
the material change report dated March 10, 2020 in respect of a private placement of 12,284,545 Common Shares;
the material change report dated June 25, 2020 in respect of the increase in the size of the Company's public offering completed July 10, 2020;
the material change report dated June 25, 2020 in respect of the filing of a preliminary short form prospectus dated June 23, 2020;
the material change report dated July 10, 2020 in respect of the closing of a public offering of 11,428,571 units for aggregate gross proceeds to the Company of $8,000,000;

"template version" (as such term is identified in National Instrument 41-101 – General Prospectus Requirements (" NI 41-101 ")) of the term sheet (" Template Term Sheet ") and the investor presentation of the Company (" Template Investor Presentation " and together with the Template Term Sheet, the " Marketing Materials ") dated November 24, 2020 as filed on November 24, 2020;
the material change report dated November 24, 2020 in respect of the filing of a preliminary short form prospectus dated November 24, 2020; and
the amended Template Term Sheet of the Company dated November 25, 2020.

Any document of the type referred to in Section 11.1 of Form 44-101F1 – Short Form Prospectus Distributions (excluding confidential material change reports and excluding those portions of documents that are not required pursuant to National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference herein) filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to the termination of the distribution shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes that statement. Any statement so modified or superseded shall not constitute a part of this Prospectus except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

MARKETING MATERIALS

A "template version" of the following "marketing materials" (each such term as defined in NI 41-101) for the Offering filed with the securities commissions in each of the provinces of Canada, other than the Province of Quebec, are specifically incorporated by reference into this Prospectus:

(a) the Template Term Sheet, as amended; and
(b) the Template Investor Presentation.

Neither the Marketing Materials nor any "template version" of any "marketing materials" (as such terms are defined under applicable Canadian securities laws) that are utilized by the Agents in connection with the Offering are not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any marketing material that has been, or will be, filed on SEDAR before termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated into this Prospectus. The marketing materials can be viewed under the Company's profile on SEDAR at www.sedar.com.

CORPORATE STRUCTURE

The Company's full corporate name is "Exro Technologies Inc.". The Company's head office is at 12-21 Highfield Circle SW, Calgary, Alberta, T2G 5N6 and its registered and records office is at 1700 – 666 Burrard Street, Vancouver, BC V6C 2X8.

The Company was incorporated under the Business Corporation Act (British Columbia) on February 11, 2014 under the name "BioDE Ventures Ltd." (" BioDE ") as a wholly-owned subsidiary of Carrus Capital Corporation (" Carrus "). The Company entered into an arrangement agreement with Carrus on February 12, 2014, pursuant to which, Common

Shares were distributed to the shareholders of Carrus. Following completion of the arrangement, the Company became a reporting company in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Québec.

On July 26, 2017, BioDE and its wholly-owned subsidiary, 1089001 BC Ltd., completed a transaction with Exro Technologies Inc. (a predecessor entity to the Company) whereby, pursuant to an amalgamation agreement, 1089001 BC Ltd. amalgamated with Exro Technologies Inc. and became a wholly-owned subsidiary of BioDE, with holders of Exro Technologies Inc. holding approximately 86% of BioDE immediately after the amalgamation (the " RTO "). The RTO was accounted for as an acquisition of BioDE by Exro. Upon closing of the RTO, the Company changed its name to "Exro Technologies Inc.".

Intercorporate Relationships

The Company has two wholly-owned subsidiaries, DPM Technologies Inc. (" DPM "), incorporated under the laws of British Columbia and Exro Technologies USA Inc. (" Exro USA "), incorporated under the laws of Delaware, USA. The Company is the registered holder of 100% of the issued and outstanding shares of both DPM and Exro USA.

DESCRIPTION OF BUSINESS

Exro provides technology products and services to manufacturers in order to optimize the performance and efficiency of powertrains and systems, including electric motors, generators and batteries. Exro's patented technology has been designed to enhance energy systems by dynamically sensing and adapting variable inputs, and optimally matching them to desired outputs, creating measurable performance gains and extended lifespan, while allowing electric motors to consume less energy. The widespread applications of the technology have been designed to optimize the performance of the mobility industry, which includes all types of electric vehicles from scooters to electric buses or larger. Management of the Company believes most variable torque applications with the need for increased torque and speed will be suitable for Exro's technology, especially in the mobility and renewable energy industries. Given that Exro's technology endeavours to improve performance and reduce energy consumption in powertrains, management of the Company believes Exro's technology is attractive to the mobility and renewable energy sectors as a technology that will return incremental dollars to a user's bottom line, and is also attractive for the corresponding environmental benefits it offers. Many electric motors are powered by energy sources that create greenhouse gases. By helping electric motors consume less energy, Exro's technology has been designed to help reduce greenhouse gases, which will benefit the planet and our ecosystems.

Currently, about 40% of electricity produced is used in electric motors and related systems, making them significant in our economy and lives.[1] Despite such widespread use, the design and technology used for such systems have remained largely unchanged for decades. In the mobility space, inherent limitations of traditional electric motor and power technologies available today are unable to support the segment's requirements for torque and speed.[2] Instead, manufacturers have traditionally compensated by adding additional motors, including heavy two-speed gearboxes or oversized motors and gearboxes.

Exro offers a power electronics solution to system optimization through implementation of its technology which has been designed to increase drive cycle efficiency, reduce system volume, reduce weight, and expand torque and speed capabilities. Our power electronics technology provides a new brain via enhanced control for motors and batteries.

Exro's inaugural product derived from its technology is the Intelligent Coil Driver (the " Coil Driver "). The Coil Driver is similar to the electric gearbox for an internal combustion engine and allows a motor to switch coil configurations to permit increased torque or increased speed. Management of the Company believes this product could have utility in many applications, particularly in the transportation and mobility sectors. In a standard motor, each pair of poles has a coil, and when that pair is energized, the magnetic field pulls the rotor. Utilizing the Coil Driver, Exro takes each

1 https://www.iea.org/reports/energy-efficiency-policy-opportunities-for-electric-motor-driven-systems; https://cleantechnica.com/2011/06/16/electric-motors-consume-45-of-global-electricity-europe-responding-electric-motorefficiency-infographic

2 https://cleantechnica.com/2019/07/22/ev-transmissions-are-coming-and-its-a-good-thing/; https://www.thedrive.com/tech/17505/the-secrets-of-electric-cars-and-their-motors-its-not-all-about-the-battery-folks

coil and breaks it into two or more coils. The switching circuitry puts the coils in series, parallel, or a combination, depending on load and speed demands at that moment.

Exro is also currently developing a new battery management software (" BMS ") technology called the Intelligent Battery Management System (the " IBMS "). Exro expects the IBMS to provide an improvement over existing BMS applications and provide the opportunity for utilizing batteries in secondary life applications, such as stationary storage. Management of the Company believes the IBMS, when fully commercialized, will allow for constant monitoring and manipulation of energy inflows and outflows. The goal is total control over the flow of energy, which would allow enhanced and more balanced storage of energy, even under changing conditions, while also making battery banks of any size inherently electrical. The first IBMS proof of concept is scheduled to be completed by the end of Q4 2020, with a stationary test storage pilot project forecast during the first half of 2021.

Exro's business model is to develop strategic partnerships with companies that are established in their respective markets, specifically those that welcome potentially disruptive innovation in their product lines and have adequate internal engineering capacity, growing sales and an existing customer base. These include companies that manufacture automotive equipment such as electric bikes, electric cars and commercial electric fleet vehicles. Management of the Company believe manufacturers of motors, generators, e-axles or power electronics would also be ideal partners for the Company, since Exro's patented technology and engineering capabilities have been designed to enhance performance characteristics of overall power systems.

RECENT DEVELOPMENTS

On January 15, 2020, the Company announced plans to open a 6,500 sq. ft. innovation center in Calgary, Alberta, to demonstrate how the Company's technology can improves the performance of electric motors. The Exro Innovation Center (" EIC ") will also increase the Company's laboratory space, allowing it to expand its service capabilities to customers and showcase areas in which the Company's technology can be applied to key sectors of the economy. The Company expects the EIC will also host collaborative events to explore advances in energy consumption and electric motor innovations, with participants from Calgary, across Canada and international jurisdictions. The relocation of the Company's laboratory space from Victoria, British Columbia, to Calgary, Alberta was completed in June, 2020.

On February 6, 2020, the Company announced a partnership with Finland's Aurora Powertrains Oy (" Aurora "), which in 2019 released an all-electric production snowmobile: the "eSled". The Company and Aurora have agreed to work to both increase motor performance and decrease production costs for future production of the eSled and other Aurora products. The Company's technology is to be added to the Aurora electric powertrain, a further move to global commercialization of the Company's technology.

On April 28, 2020, the Company announced it signed a collaboration and supply agreement (the " Supply Agreement ") with Clean Seed Capital Group Ltd. (" Clean Seed ") to integrate the Company's technology into Clean Seed's high-tech agricultural seeder and planter platforms, in an effort to advance the electrification of heavy-farm equipment. Under the Supply Agreement, Clean Seed will issue a purchase order to integrate the Company's electricmotor-enhancing technology into Clean Seed's latest technology offerings and beyond. Clean Seed, in collaboration with the Company, anticipates building a working prototype that is expected to be implemented in the field by late 2021.

On June 12, 2020, the Company sold its wholly-owned subsidiary, Exro Europe AS (" Exro Europe ") and related technology, back to RAW Holdings AS for a purchase price of $16,250. The sale was completed pursuant to the exercise of a re-purchase right as part of the Company's acquisition of Adaptive Technologies AS (" Adaptive ") on August 29, 2018 (the " Adaptive Agreement "). Adaptive was subsequently renamed Exro Europe. Under the Adaptive Agreement, Adaptive shareholders had a right to re-purchase Exro Europe at 130% of the original purchase price in the event the Company elected not to commercialize certain technology acquired from Adaptive.

On June 15, 2020, the Company announced it had initiated a collaboration agreement with Zero Motorcycles Inc. (" Zero ") to evaluate Exro's patented coil drive technology using Zero's SR/S powertrain platform. Zero is a developer of electric-powered motorcycles offering what Zero believes to be a superior riding experience. Exro and Zero have agreed to collaborate to integrate Exro's Coil Drive technology into a Zero ZF75-10 based motorcycle. The agreement will involve motor technology and integration support from Zero, while Exro will provide power electronics design and supply.

On July 10, 2020, the Company completed a short form prospectus offering (the " July 2020 Offering ") of 11,428,571 units at a price of $0.70 per unit for gross proceeds of $8,000,000. Each unit was comprised of one Common Share and one-half of one common share purchase warrant of the Company. Each whole common share purchase warrant is exercisable to acquire one Common Share at an exercise price of $0.90 per share until June 10, 2022, subject to adjustment in certain events. In connection with the July 2020 Offering, the Company issued 571,428 Common Shares and 914,285 broker warrants, each exercisable to acquire one Common Share at an exercise price of $0.70 per share until July 10, 2022, as compensation for services rendered in connection with the July 2020 Offering.

On July 15, 2020, the Company announced that it will be partnering with Australia's SEA Electric Pty Ltd. (" Sea Electric "), a global leader in the electrification of commercial vehicles, to enhance electric powertrain technology for heavy duty trucks and delivery vehicles. SEA Electric and Exro have agreed to co-develop and test powertrains based on Exro's Coil Driver and the SEA-Drive technologies.

On September 22, 2020, the Company was listed on the TSXV and the Common Shares began trading under the symbol "EXRO".

On September 24, 2020, the Company announced it had entered into a collaboration agreement with Heinzmann GMBH & Co. KG (" Heinzmann ") to integrate Coil Driver technology with Heinzmann's advanced motor designs for mobility applications. The agreement will involve motor technology and integration support from Heinzmann, while the Company will provide testing, power electronics design, and supply. The parties are proposing to utilize Exro's Coil Driver to improve the speed range and torque output capabilities of Heinzmann's traction applications in an effort to optimize Heinzmann's powertrains and improve performance in the gradeability, power density and top speed of Heinzmann's products.

On October 7, 2020, the Company announced test results of a field test of the Company's technology conducted by Motorino Electric (" Motorino "), one of the Company's early partners, against a standard electric bike. Motorino's testing found that the Exro-enhanced electric bike saw its performance increase by more than 20 per cent, and up to 50 per cent in climbing conditions. Following these results, Exro has begun negotiations with Motorino regarding the production of a commercial Exro-enhanced electric bike for late 2021.

On October 15, 2020, the Company announced it has begun working with Traktionssysteme Austria GmbH ( "TSA" ) to develop enhanced commercial vehicles by integrating TSA's traction motor systems with Exro's Coil Driver technology. Exro and TSA will collaborate on a technology update for heavy duty electric vehicles and traction motors and drives. Examples of heavy-duty vehicles include delivery vans, buses, and trucks. According to MarketsAndMarkets Inc., the global traction inverter market is projected to grow at a CAGR of 17.57% from USD $2.5 billion in 2018 to reach USD $7.7 billion by 2025.[3]

On October 20, 2020, the Company opened the doors to the Company's EIC. The EIC has been designed to allow inhouse design, testing, and assembly of manufactured products to enhance the performance of electric motors and powertrains. The Company is proposing to feature small and large test bays to demonstrate the Company's patented technology in relevant environments and accelerate prototypes in operating applications. The Company believes the EIC will expand the potential for more strategic partnerships while also creating a platform for proof of concepts in new research and development projects. Exro will continue to be focused on its mission to deliver intelligent innovations in electrification with minimum energy and maximum results.

CONSOLIDATED CAPITALIZATION

The following table summarizes the Company's capitalization as at June 30, 2020 (the date of the consolidated financial statements for its most recently completed interim consolidated financial period included in this Prospectus) and after giving effect to the Offering. This table should be read in conjunction with the Interim Financial Statements and the related notes and management's discussion and analysis of financial condition and results of operations in respect of those statements that are incorporated by reference in this Prospectus.

3 https://www.marketsandmarkets.com/PressReleases/vehicle-inverter.asp

	As at June 30, 2020 before giving effect to the Offering (unaudited)	As at June 30, 2020 after giving effect to the Offering (unaudited)	As at June 30, 2020 after giving effect to the Offering and the Over- Allotment(3) (unaudited)
Share Capital(1)	$28,668,728 83,836,229 Common Shares	$58,668,730.50 95,066,998 Common Shares	$65,168,727.25 96,751,613 Common Shares
Warrants	650,000	650,000	650,000
BrokerWarrants	710,801	1,440,801(2)	1,550,301(2)(4)
Stock Options	9,132,500	9,132,500	9,132,500

Notes:

(1) The Company is authorized to issue an unlimited number of Common Shares, of which 103,137,580 Common Shares are issued and outstanding as fully paid and non-assessable shares as at November 24, 2020.

(2) This amount includes 730,000 Compensation Warrants issuable pursuant to the Offering.

(3) Assuming the exercise of the Over-Allotment Option in full.
(4) The Agents will receive an aggregate of 839,500 Compensation Warrants, assuming the Maximum Offering is completed and if the Over-Allotment Option is exercised in full.

Other than as listed in the " Prior Sales " section of this Prospectus, which includes securities issued in connection with the July 2020 Offering, and other than as a result of this Offering, there have been no material changes in the Company's capital structure on a consolidated basis since the Company's Interim Financial Statements.

USE OF PROCEEDS

Principal Purposes

The Offering will not be completed and subscription funds will not be advanced to the Company unless the Minimum Offering has been raised. In the event of the Minimum Offering, the net proceeds to the Company from the Offering will be approximately $27,750,002 after deducting the Agents' Fee of $1,950,000 and the estimated offering expenses of $300,000. In the event of the Maximum Offering, the net proceeds to the Company of the Offering will be approximately $33,827,500, after deducting the Agents' Fee of $2,372,500, and the estimated offering expenses of $300,000.

The following table summarizes the expenditures anticipated by the Company required to achieve its business objectives, with a working capital balance of approximately $9,850,000 as of October 31, 2020 during the 12 months following the date hereof, assuming both the Minimum Offering and the Maximum Offering:

	Approximate Use of Proceeds($)	Approximate Use of Proceeds($)
Principal Purpose	Minimum Offering	Maximum Offering

Expenses relating to the Offering (Agents' Fee and estimated Offering expenses)	2,250,000	2,672,500
Research and development	12,250,000	12,250,000
Operations	2,400,000	2,400,000
Marketing and sales	7,300,000	7,300,000
General and administrative	9,300,000	9,300,000
Acquisition	1,825,000	1,825,000
Working Capital	4,525,003	10,602,499
Total use of existing cash and net proceeds	39,850,003	46,349,999

As at October 31, 2020, the Company had a negative operating cash flow for the year. The Company anticipates that the proceeds of the Minimum Offering will enable the Company to achieve the business objectives set out above and to fund the Company's operations for the next three years before it projects to be cash flow positive on its own operations. The Company is dependent on the Minimum Offering to fund its operations, and if the Minimum Offering is not completed, the Company may continue to incur negative operating cash flows and will require additional financing in late 2021 to continue its operations and achieve its business objectives, as there is no assurance that sufficient revenues will be generated in the near future. See " Risk Factors ".

Subscription proceeds will be held by the Agents in trust until subscriptions for the Minimum Offering are received and other closing conditions of the Offering have been satisfied. See " Plan of Distribution ".

Since the fall of 2019, the Company has entered into eight partnerships with various types of electric vehicle production companies: Motorino, Potencia, Templar Marine Group Ltd. (" Templar "), Aurora, Clean Seed, Zero, SEA Electric and Heinzmann. The Company's current objective is to continue adding more partnerships, through discussions with potential partners and increased brand awareness with continued marketing campaigns and trade shows.

Assuming completion of the Minimum Offering, the Company intends to use a portion of the net proceeds of the Offering for research and development activities necessary to complete the proof-of-concept to market process for the Company's technology, building a functional prototype with full drivability and a high level of maturity, with the Company's current partners in the following three segments of the electric vehicle (" EV ") and IBMS markets:

ompany's technology, buil ompany's current partners i	ing a functional proto the following three se	ype with full drivability gments of the electric ve	and a high level of m hicle ("EV") and IBM	, with the ts:
Segment	Coil Driver	Target Time	Partner examples	Budget ($)
Micro & Light EVs	48 to 100 Volts	December 2020, March 2021	Motorino, Potencia, Zero	2,500,000
Medium EVs	400 Volts	December 2021	SEA Electric, Clean Seed	2,700,000
Heavy EVs	800 Volts	December 2021	SEA Electric,	3,000,000
IBMS		July 2021	In discussion	3,200,000
Capital investment				850,000
Research and development total				12,250,000

All of the Company's research and development activities are undertaken in-house. Exro has been actively building its engineering team and continues to seek to recruit top talent. The Company subcontracts only material items such as mechanical build-ups. For the Company's Coil Driver, the Company subcontracts out the hardware build-up to speed up the proof-of-concept to market process to meet the target timeline. If the Maximum Offering is completed, additional funds will be available for the Company's research and development activities.

In order to continue to secure new strategic partnership arrangements, the Company requires a full business development team, including two key account managers and a project manager to develop proposals for prospective partners, and to track progress milestones closely with partners. The estimated salaries and wages for the next three years are approximately $4,900,000. The Company has also allocated $2,400,000 for conducting market research, marketing campaigns, participating in tradeshows, investor conferences, updating web content and marketing materials. If the Maximum Offering is completed, additional funds will be available for the Company's business development and marketing activities.

General and administrative expenses consist of $5,400,000 in salaries and wages for Exro's executives, accounting, and administrative staff, and $3,900,000 in regulatory fees and professional fees such as consulting, legal and audit fees, as well as other office expenses.

To achieve the research and development objectives of building commercially viable prototypes, the Company has expanded a testing and laboratory facility in its Calgary innovation centre. The testing facility currently has testing benches with dynamometer bays with high power programmable electronic load machines and inverter, device under test power supplies and battery bank for IBMS. The Company may acquire a manufacturing/technology company in order to assemble the Coil Driver and IBMS products once the Company's partners validate Exro's technologies and place purchase orders. Whether the Company will complete such an acquisition and on what terms has not yet been determined. If the Company does not complete such an acquisition, it is anticipated that the proceeds allocated thereto in the table above would instead be used by the Company for future research and development and working capital requirements.

The above-noted allocation represents the Company's intention with respect to its use of proceeds based on current knowledge and planning by management of the Company. Actual expenditures may differ from the estimates set forth above. There may be circumstances where, for sound business reasons, the Company reallocates the use of proceeds. See " Risk Factors – Discretion in the Use of Proceeds ".

Until applied, the net proceeds of the Offering will be held as cash balances in the Company's bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof or the Government of the United States or any state thereof.

The Company's goal is to become profitable as quickly as possible without stunting growth. This is expected to take place primarily through revenue generated from strategic partnerships which may include: licensing the Company's technology, hardware/software sales and service revenue.

Exro's future is focused on securing and processing strategic partnership arrangements. It is the Company's goal to evolve every collaboration into a commercial licensing arrangement. The central purpose of a collaboration will be to determine the economic benefits when the Company's technology is integrated into an electric motor and/or a generator for a particular application. This process will become more systematized as third-party commercial case studies demonstrate efficiencies in target applications.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The authorized capital of the Company is an unlimited number of Common Shares without par value. As at November 24, 2020, the Company had 103,137,580 Common Shares issued and outstanding, 10,990,168 options outstanding (of which, 5,434,655 had vested) and common share purchase warrants outstanding to purchase up to 2,614,901 Common Shares.

The Common Shares are not subject to any further call or assessment, do not have any pre-emptive, conversion or redemption rights, and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the Common Shares, all of which rank equally as to benefits that may accrue to the holders of the Common Shares. All holders of Common Shares are entitled to receive a notice of any meeting of the shareholders of Exro. Voting rights may be exercised in person or by proxy. The holders of Common Shares are entitled to share rateably in any distribution of the assets of the Company upon liquidation, dissolution or winding-up, after satisfaction of all debts and other liabilities. The board of directors of the Company (the " Board ") is authorized to issue additional Common Shares on such terms and conditions and for such consideration as the Board may deem appropriate without further security holder action, subject to applicable laws and the TSXV policies.

Holders of Common Shares are entitled to receive dividends on a pro rata basis if, as and when declared by the Board in respect of the Common Shares. The Board has no current intention to declare dividends on the Common Shares. See " Risk Factors ".

PLAN OF DISTRIBUTION

Pursuant to the terms and conditions of the Agency Agreement, the Company has engaged the Agents as its agents to offer for sale to the public, on a best efforts agency basis, 9,230,770 Common Shares in the case of the Minimum

Offering and up to 11,230,769 Common Shares in the case of the Maximum Offering at a price of $3.25 per Common Share, for aggregate gross consideration of $30,000,002.50 in the case of the Minimum Offering and up to $36,499,999.25 in the case of the Maximum Offering, payable in cash to the Company against delivery of the Common Shares. The Offering Price and certain other terms of the Offering have been determined by negotiation between the Company and the Lead Agents in the context of the market. The obligations of the Agents under the Agency Agreement are several (and not joint or joint and several), are subject to certain closing conditions and may be terminated at their discretion on the basis of "material change out", "disaster out", "regulatory out", "market out", "due diligence out" and "breach out" provisions in the Agency Agreement and may also be terminated upon the occurrence of certain other stated events. The Agents are not obligated to purchase any Common Shares under the Agency Agreement.

The Company has agreed to grant to the Agents the Over-Allotment Option, exercisable in whole or in part, at the Agents' sole discretion, to purchase up to such number of Additional Common Shares as is equal to 15% of the number of Common Shares sold pursuant to the Offering at the Offering Price, to cover over-allocations, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable, in whole or in part, at any time or times during the 30-day period immediately following the Closing Date. The grant of the Over-Allotment Option is qualified for distribution under this Prospectus. A purchaser who acquires securities forming part of the Agents' over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services provided by the Agents in connection with the Offering, and pursuant to the terms of the Agency Agreement, the Company has agreed to pay the Agents the Agents' Fee equal to 6.50% of the gross proceeds of the Offering (including any gross proceeds raised on the exercise of the Over-Allotment Option) and to issue to the Agents such number of Compensation Warrants as is equal to 6.50% of the aggregate number of Common Shares issued under the Offering (including any Additional Common Shares issued and sold by the Company pursuant to the exercise of the Over-Allotment Option). Each Compensation Warrant will be exercisable to acquire one Compensation Warrant Share at an exercise price of $3.25 per share for a period of 24 month following the Closing Date, subject to adjustment in certain events. In addition, the Company has agreed to issue the Lead Agents such number of Corporate Finance Fee Shares as is equal to 5% of the total number of Common Shares issued under the Offering (including any Additional Common Shares issued and sold by the Company pursuant to the exercise of the Over-Allotment Option) in consideration for services rendered to the Company in connection with the Offering.

The Offering is being made in each of the provinces of Canada other than Quebec. The Common Shares will be offered in each of the provinces of Canada other than Quebec through those Agents or their affiliates who are registered to offer the Common Shares for sale in such provinces and such other registered dealers as may be designated by the Agents. The Common Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws. Subject to applicable law, the Agents may offer the Common Shares in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Agents.

The Company has made an application to the TSXV to list the Common Shares, the Corporate Finance Fee Shares and the Compensation Warrant Shares offered under this Prospectus on the TSXV. Such listing will be subject to the fulfillment of all of the listing requirements of the TSXV. The Compensation Warrants will not be listed on the TSXV.

Pursuant to the Agency Agreement to be entered into between the Agents and the Company, the Company and its senior officers and directors will agree not to issue, sell, or otherwise transfer any Common Shares or securities convertible into Common Shares for 90 days from the date of closing of the Offering without prior written consent of the Lead Agents except in conjunction with: (i) the grant of stock options and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements, provided that the exercise price thereof shall not be less than the offering price of the Common Shares; (ii) the exercise of outstanding stock options and warrants; (iii) the issuance of securities by the Company in connection with acquisitions in the normal course of business; or (iv) in the case of a person other than the Company, in order to accept a bona fide take-over bid made to all securityholders of the Company or similar business combination transaction.

Pursuant to the Agency Agreement to be entered into between the Agents and the Company, upon and contingent upon closing of the Offering until a period that is one year from the Closing Date, the Lead Agents will be granted a right of first refusal to co-lead manage any offering of securities by the Company in Canada or the United States. In the event the Company terminates the Agency Agreement before the closing of the Offering and the Company enters

into an agreement or makes a public announcement to enter into an alternative transaction, namely any agreement to issue securities in excess of 10% of the total number of securities currently outstanding on a fully-diluted basis or a merger, business combination, take-over bid or similar involving an arm's length party, within six months of such termination, the Company will agree to pay the Lead Agents all expenses related to the Offering and upon the closing of such alternative transaction, a fee equal to 100% of the Agency Fee that would have otherwise been payable upon the successful completion of the Offering (assuming the Maximum Offering is completed).

Pursuant to policy statements of certain securities regulators, the Agents may not, throughout the period of distribution, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions including (i) a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and passive market making activities, (ii) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of the distribution, provided that the bid or purchase was for the purpose of maintaining a fair and orderly market and not engaged in for the purpose of creating actual or apparent active trading in, or raising the price of, such securities, or (iii) a bid or purchase to cover a short position entered into prior to the commencement of a prescribed restricted period.

The Offering is not underwritten or guaranteed by any person. Subscriptions will be received subject to rejection or allotment in whole or in part and the Agents reserve the right to close the subscription books at any time without notice. Subscription proceeds will be received by the Agents, or by any other securities dealer authorized by the Agents, and will be held by the Agents in trust until subscriptions for the Minimum Offering are received and other closing conditions of the Offering have been satisfied. If subscriptions for the Minimum Offering have not been received within 90 days following the date of issuance of a receipt for the final prospectus, the Offering will not continue and the subscription proceeds will be returned to subscribers, without interest or deduction. In any event, the total period of the distribution will not end more than 90 days from the date of issuance of a receipt for the final prospectus. Should a closing occur in respect of the Minimum Offering, one or more additional closings, if necessary, may occur until the earlier of the Maximum Offering being subscribed and the expiry of the 90-day period. Provided the Minimum Offering is met, closing of the Offering is expected to take place on or about December 8, 2020, or such other date as may be agreed upon by the Company and the Agents.

It is anticipated that the Common Shares will be delivered under the book-based system through CDS or its nominee and deposited in electronic form. A purchaser of Common Shares will receive only a customer confirmation from the registered dealer from or through which the Common Shares are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Common Shares on behalf of owners who have purchased Common Shares in accordance with the book-based system. No certificates will be issued unless specifically requested or required.

Pursuant to the terms of the Agency Agreement, the Company will agree to reimburse the Agents for certain expenses incurred in connection with the Offering and to indemnify the Agents and their directors, officers, employees, and agents against, certain liabilities and expenses and to contribute to payments the Agents may be required to make in respect thereof, whether or not the Offering is completed.

Any Common Shares offered hereby have not been and will not be registered under the U.S. Securities Act or any state securities laws, and accordingly such securities may not be offered or sold in the United States (if at all) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Agents may offer and sell the Common Shares to persons who are "qualified institutional buyers", as such term is defined in Rule 144A under the U.S. Securities Act (" Qualified Institutional Buyers "), in compliance with Rule 144A under the U.S. Securities Act and applicable United States state securities laws, and on a substitutedpurchaser basis to "accredited investors" (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) pursuant to Regulation D under the U.S. Securities Act and similar exemptions under any applicable securities laws of any state of the United States. The Agents will offer and sell the Common Shares outside the United States only in accordance with Regulation S under the U.S. Securities Act. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Common Shares offered under the Offering in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Common Shares in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from such registration requirements.

Any Common Shares offered or sold in the United States will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Certificates issued representing such securities (if any) will bear a legend to the effect that the securities represented thereby are not registered under the U.S. Securities Act or any applicable United States state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and any applicable United States state securities laws.

PRIOR SALES

The following table summarizes the issuances by the Company of Common Shares, and stock options and common share purchase warrants exercised for or converted into Common Shares within the 12 months prior to the date of this Prospectus:

:

Date	Type of Security	Price per Security	Number of Securities
January 7, 2020	Warrant exercise	$0.35	110,600
January 8, 2020	Warrant exercise	$0.35	17,500
January 9, 2020	Warrant exercise	$0.35	160,935
January 14, 2020	Warrant exercise	$0.35	24,500
January 16, 2020	Option exercise	$0.20	127,500
January 17, 2020	Warrant exercise	$0.35	122,800
February 5, 2020	Warrant exercise	$0.35	28,000
February 14, 2020(1)	Common Shares	$0.35	10,030,648
February 17, 2020	Warrant exercise	$0.35	62,125
February 27, 2020(1)	Common Shares	$0.35	2,253,897
March 10, 2020	Warrant exercise	$0.25	65,000
May 28, 2020	Warrant exercise	$0.40	53,655
May 29, 2020	Warrant exercise	$0.40	26,250
June 8, 2020	Option exercise	$0.41	200,000
June 8, 2020	Warrant exercise	$0.42	60,305
June 9, 2020	Warrant exercise	$0.40	84,013
June 9, 2020	Warrant exercise	$0.42	15,750
June 10, 2020	Warrant exercise	$0.40	55,966
June 15, 2020	Option exercise	$0.20	100,000
June 16, 2020	Warrant exercise	$0.42	7,210
June 17, 2020	Warrant exercise	$0.42	15,400
June 19, 2020	Warrant exercise	$0.42	7,000
June 19, 2020	Warrant exercise	$0.40	4,234
June 23, 2020	Common Shares	$0.40	287,500
June 24, 2020	Warrant exercise	$0.42	22,947
June 30, 2020	Warrant exercise	$0.42	15,750
July 10, 2020(2)	Common Shares	$0.70	11,428,571
July 10, 2020(2)	Common Shares	-	571,428

Date	Type of Security	Price per Security	Number of Securities
July 20, 2020	Warrant exercise	$0.42	10,000
July 24, 2020	Warrant exercise	$0.42	13,100
August, 2020	Common Shares	$0.20	22,500
August, 2020	Common Shares	$0.29	165,000
August, 2020	Common Shares	$0.41	600,000
August, 2020	Warrant exercise	$0.42	43,235
August, 2020	Warrant exercise	$0.70	64,860
August, 2020	Warrant exercise	$0.90	312,100
September, 2020	Common Shares	$0.20	110,000
September, 2020	Common Shares	$0.40	26,250
September, 2020	Warrant exercise	$0.41	100,000
September, 2020	Warrant exercise	$0.42	157,596
September, 2020	Warrant exercise	$0.70	59,900
September, 2020	Warrant exercise	$0.90	616,400
October, 2020	Common Shares	$0.20	415,000
October, 2020	Common Shares	$0.25	149,666
October, 2020	Common Shares	$0.26	300,000
October, 2020	Common Shares	$0.27	38,500
October, 2020	Common Shares	$0.38	16,666
October, 2020	Common Shares	$0.41	125,000
October, 2020	Warrant exercise	$0.40	50,000
October, 2020	Warrant exercise	$0.42	239,048
October, 2020	Warrant exercise	$0.70	346,380
October, 2020	Warrant exercise	$0.90	2,684,893
November 1-24, 2020	Common Shares	$0.20	175,000
November 1-24, 2020	Warrant exercise	$0.42	21,000
November 1-24, 2020	Warrant exercise	$0.70	155,250
November 1-24, 2020	Warrant exercise	$0.90	111,041
Notes:

(1) On February 14, 2020, the Company closed the first tranche of a private placement (the “ Private Placement ”) of 10,030,648 Common Shares at a price of $0.35 per Common Share for gross proceeds of $3,510,727. The Company paid finders fees of $289,962 and issued 683,967 broker warrants exercisable into Common Shares at a price of $0.42 per Common Share with a 12-month expiry. In connection with the closing of the second tranche of the Private Placement on February 27, 2020, pursuant to which 2,253,897 additional Common Shares were issued, 144,946 broker warrants were issued exercisable into Common Shares at a price of $0.42 per Common Share with a 12-month expiry.

(2) On July 10, 2020, the Company closed the July 2020 Offering of 11,428,571 units of the Company at a price of $0.70 per unit, with each unit being comprised of one Common Share and one-half of one common share purchase warrant exercisable at a price of $0.90 per Common Share with a 24-month expiry. In connection with the closing of the July 2020 Offering, 571,428 corporate finance fee shares and 5,714,285 broker warrants exercisable into Common Shares at an exercise price of $0.70 per Common Share with a 24-month expiry were issued.

The net proceeds from the Private Placement were $4,009,628 after payment of the agents' fee of $289,962. The net proceeds from the July 2020 Offering were $7,160,000 after payment of the agent's fee of $640,000 and other expenses of $200,000. The Company also received total cash of $4,682,096 through options and warrants exercises. To date, the Company has used approximately $6,050,000 in proceeds from the Private Placement, the July 2020 Offering and options and warrants exercises as follows: $705,000 for office space and rent; $2,960,000 for payroll and consulting fees related to research and development, and marketing as well as general and administrative expenses; $720,000 for third party research and development expenses; $565,000 for legal and accounting professional fees; and $1,100,000 for equipment. The remaining funds of approximately $9,850,000 will be part of the use of proceeds from the current Offering.

TRADING PRICE AND VOLUME

Since September 22, 2020, the Company's outstanding Common Shares have been listed for trading on the TSXV under the symbol "EXRO", prior to which the Company's outstanding Common Shares were listed for trading on the CSE under the symbol "XRO". The following table sets forth the high and low trading price and trading volumes of the Common Shares as reported by the TSXV and CSE, as applicable, for the periods indicated:

Shares as reported by the TSXV and CSE, as applicable, for the periods indicated:	Shares as reported by the TSXV and CSE, as applicable, for the periods indicated:	Shares as reported by the TSXV and CSE, as applicable, for the periods indicated:	Shares as reported by the TSXV and CSE, as applicable, for the periods indicated:

	COMMON SHARES
Month	High($)	Low($)	Volume
November 2019	$0.34	$0.26	1,845,684
December 2019	$0.335	$0.285	1,629,726
January 2020	$0.62	$0.35	9.028,585
February 2020	$0.54	$0.38	4,467,655
March 2020	$0.47	$0.22	5,682,773
April 2020	$0.43	$0.285	3,983,912
May 2020	$0.55	$0.40	8,193,272
June 2020	$1.23	$0.57	26,147,418
July 2020	$1.18	$0.77	13,636,713
August 2020	$1.16	$0.90	8,427,689
September 2020	$1.83	$0.89	10,123,048
October 2020	$3.25	$1.69	22,559,576
November 1- 24, 2020	$4.80	$2.41	12,025,607

RISK FACTORS

An investment in the Common Shares involves a high degree of risk. Before making an investment decision, prospective purchasers should carefully consider the risks and uncertainties described below, as well as the other information contained in or incorporated by reference in this Prospectus, including without limitation the risk factors described under the section "Risk Factors" in the Annual Information Form and under "Risks and Uncertainties" in the Annual MD&A.

These risks and uncertainties are not the only ones facing the Company. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company's business and operations. If any such risks actually occur, the Company's business, financial condition and operating results could be materially harmed.

Failure to develop our internal controls over financial reporting as we grow could have an adverse impact on us.

As Exro matures, it will need to continue to develop and improve its current internal control systems and procedures to manage its growth. Exro is required to establish and maintain appropriate internal controls over financial reporting. Failure to establish appropriate controls, or any failure of those controls once established, could adversely impact Exro's public disclosures regarding its business, financial condition or results of operations. In addition, management's assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in the Company's internal controls over financial reporting, disclosure of management's assessment of internal controls over financial reporting or disclosure of Exro's public accounting firm's attestation to or report on management's assessment of internal controls over financial reporting may have an adverse impact on the price of the Common Shares.

Reliance on Management and Employees

Our performance will be largely dependent on the talents and efforts of highly skilled individuals. The loss of one or more members of our management team or other key employees or consultants could materially harm our business, financial condition, results of operations and prospects. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. We face competition for personnel and consultants from other companies, universities, public and private research institutions, government entities and other organizations. If we do not succeed in attracting the necessary personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success will depend in large part on our ability to retain key consultants and advisors. It cannot be assured that any skilled individuals will agree to become an employee, consultant, or independent contractor of the Company. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

The Company is subject to various government laws and regulations.

We are subject to various federal, provincial and local laws and regulations affecting corporations and the trading of our securities including, but not limited to, the Business Corporations Act (British Columbia), the Securities Act (British Columbia), the Income Tax Act (Canada) and the Income Tax Act (British Columbia), as well as various regulatory bodies such as the British Columbia Securities Commission, the TSXV and the OTCQB Venture Market. In the event we are unable to remain in compliance with all of the regulations applicable to the Company and its operations it could negatively impact our business and our ability to execute our business strategy.

Further, as our technology is commercialized, products using our technology may be subject to a variety of laws and regulations both domestic and international. In the event we are unable to comply with any laws and regulations affecting such products, it may have a negative material impact on our business, operations, and financial performance.

The technology industry is very competitive, and we may be unable to compete with companies with greater financial or technical resources than us, which could negatively affect our operations.

The technology industry is characterized by rapid technological developments and a high degree of competition. Access to patents and other protection for technology and products, the ability to commercialize technological

developments, access to necessary capital, access to market channels and the ability to obtain necessary approvals for testing, manufacturing and commercialization will impact our potential success. Continued development in different product ranges will require continued investment in research and development. Lab equipment and capital expenditures will also be required for growing to larger ratings.

Exro will be competing with other technology firms in the clean technology space or with other companies with similar technologies. These companies, as well as academic institutions, government agencies and private research organizations, also compete with us in research and development, product development, and market and brand development. Additionally, these companies all compete for highly qualified scientific personnel and consultants, and capital from investors.

Timing of the market introduction of our technology or of competitors' technologies or products may be an important competitive factor. Accordingly, the relative speed with which we can complete project development, conduct appropriate safety testing and manufacture, will also be determining factors in our ability to compete successfully in the markets we enter.

Reliance on Partners

The Company assumes that the collaborating partners will perform and deliver on development targets as agreed and planned, although there is a risk that they won't, and the corporation operates under the constraint that the partner is not under its control. A larger tier partnership may require longer development times compared to a smaller company. A smaller tier partnership may not hold enough sales volume to be worth the development efforts and resources.

Reliance on Suppliers

The Company faces a third-party risk, should suppliers for components and power electronics not deliver on one or more dimensions of scope, time and cost. The Company will reduce the probability of occurrence by ensuring that the suppliers have clear statements of work, and comprehensive design specifications to work to that are documented, reviewed and approved with participation of the supplier as well as the partner.

Management of Growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

Unexpected challenges during product development are inherent in new technology, in that an early stage technology could present unexpected challenges that exceed the allocated resources. The Company will reduce the probability of occurrence by careful project management.

The Company expects to continue to increase operating expenses as it implements initiatives to continue to grow its business. If the Company does not achieve revenues to offset these expected operating expenses, the Company will never be profitable which would, among other things, limit the Company's ability to grow.

Technology cannot be effectively commercialized

The Company's technology is currently in the commercialization phase. There is a risk that the technology and the Company's products will not perform as expected in certain applications and therefore, the Company may encounter delays to commercialization or may run the risk that the technologies will never be successfully commercialized. This means that the Company may never receive revenues or return on its technology development.

Technical Risks

Technical risks are inherent in the development and commercialization process, in that an immature technology could present unexpected challenges that exceed the planned time or financial resources to overcome. There can be no

guarantee that the Company will be able to overcome technical risks associated with the development of its technology.

Additional Financing

Since inception, the Company has not generated revenues and has incurred losses and has an accumulated deficit of $25,268,264 as of December 31, 2019. As the Company has no revenue, in order to execute the anticipated growth strategy, the Company will require additional equity and/or debt financing to support on-going operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance that additional financing will be available to the Company when needed or on terms which are acceptable. The Company's inability to raise financing to support on-going operations or to fund capital expenditures or acquisitions could limit the Company's growth and may have a material adverse effect on the development of the technology and upon future profitability.

Ability to Protect Proprietary Rights

The Company's success will depend in part on its ability and that of its corporate collaborators to obtain and enforce and protect patents and maintain trade secrets, in Canada, the United States and in other countries. There is a risk that the Company may not be able to obtain and enforce patents and maintain its trade secrets.

Patent law relating to the scope and enforceability of claims in the fields in which we operate is still evolving. There can be no assurance that patents will issue from any of the pending patent applications. In addition, there may be issued patents and pending applications owned by others directed to technologies relevant to our or our collaborators' research, development and commercialization efforts. There can be no assurance that our or any corporate collaborators' technology can be developed and commercialized without a license to such patents or that such patent applications will not be granted priority over patent applications filed by us or one of our collaborators.

Our commercial success depends significantly on our ability to operate without infringing the patents and proprietary rights of third parties, and there can be no assurance that our and our collaborators' technologies and products do not or will not infringe the patents or proprietary rights of others.

There can be no assurance that third parties will not independently develop similar or alternative technologies to ours, duplicate any of our technologies or the technologies of our collaborators or our licensors, or design around the patented technologies developed by us, our collaborators or our licensors. The occurrence of any of these events would have a material adverse effect on our business, financial condition and results of operations.

Litigation may also be necessary to enforce patents issued or licensed to us or our collaborators or to determine the scope and validity of a third party's proprietary rights. We could incur substantial costs if litigation is required to defend ourselves in patent suits brought by third parties, if we participate in patent suits brought against or initiated by our collaborators or if we initiate such suits, and there can be no assurance that funds or resources would be available in the event of any such litigation. An adverse outcome in litigation or an interference to determine priority or other proceeding in a court or patent office could subject us to significant liabilities, require disputed rights to be licensed from other parties or require us or our collaborators to cease using certain technology or products, any of which may have a material adverse effect on our business, financial condition and results of operations.

Project Management

The Company on its own or in collaboration with partners, is involved in various projects to commercialize the technology. There is inherent risk in project execution due to the structure of the project, which involves several parties undertaking specific work in different geographic locations, and having to coordinate in real time.

Operating Risk and Insurance Coverage

We currently carry insurance to protect our assets, operations and employees. While Exro believes insurance coverage can adequately address many of the material risks to which it may be exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for all risks and hazards to which we may become exposed. In addition, no assurance can be given that such insurance will

be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if Exro were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Our technology may be unable to achieve broad market acceptance and, consequently, limit our ability to generate revenue and profits from new products.

Even when product development is successful our ability to generate significant revenue and profits depends on the acceptance of our products by our customers and end users of the products, such as companies or individuals purchasing vehicles incorporating our technology. The market acceptance of any product depends on a number of factors, including but not limited to awareness of a product's availability and benefits, the price and cost-effectiveness of our products relative to competing products; general competition, and the effectiveness of marketing and distribution efforts. Any factors preventing or limiting the market acceptance of our technology could have a material adverse effect on our business, results of operations and financial condition.

Product liability lawsuits against us could cause us to incur substantial liabilities, and we may be subject to product recalls for product defects that are self-imposed or imposed by regulators.

In the event of a failure of a future product incorporating our technology, such as a recreational vehicle or truck, we may be subject to potential product liability lawsuits. Under certain circumstances, our customers may be required to recall or withdraw the products incorporating our technology. Even if a situation does not necessitate a recall or market withdrawal, product liability claims may be asserted against the Company. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that the products caused illness or physical harm could adversely affect the Company's reputation and brand equity.

COVID-19 Pandemic

The outbreak of the COVID-19 pandemic and government actions to address it may have a material adverse effect on Exro's business, financial conditions and results of operation, all of which could be rapid and unexpected. The Company may face disruption to operations, supply chain delays, travel and trade restrictions and impacts on economic activity in affected countries or regions that could reduce demand for applications of Exro's technology. COVID-19 may further prevent or cause delays in delivering our technology and services, whether by direct impacts to our operations or impacts to the operations of our suppliers, customers or financial markets. Exro's strategic partnerships may similarly be affected.

The COVID-19 pandemic continues to evolve rapidly and, as a result, it is difficult to accurately assess its continued magnitude, outcome and duration. The COVID-19 pandemic could: negatively impact levels of investment in deployments of Exro's technology; lead to prolonged disruptions of critical components, including as a result of the bankruptcy/insolvency of one or more suppliers due to worsening economic conditions; impact our customers' and partners' production volume levels, including as a result of prolonged unscheduled facility shutdowns; and result in government regulation that may adversely impact our business. COVID-19 may also represent a serious threat to the Company maintaining a skilled workforce and could be a healthcare challenge for the Company, its customers, suppliers and partners. There can be no assurance that Exro's personnel will not be impacted by COVID-19 and ultimately the Company may see its workforce productivity reduced or incur increased medical costs/insurance premiums as a result of these health risks. Additional cybersecurity risks also exist due to personnel working remotely. In addition, the COVID-19 pandemic has created a dramatic slowdown in the global economy generally and transportation sectors specifically, and thus demand for consumer goods with potential applications for Exro's technology. The duration of the COVID-19 outbreak and the resultant travel restrictions, social distancing, government response actions, business closures and business disruptions, can all have an impact on the Company's operations and access to capital. There can be no assurance that Exro will not be impacted by adverse consequences that may be brought about by the COVID-19 pandemic on global financial markets which may reduce share prices and financial liquidity and thereby severely limit the capital available to the Company.

Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations

Our business prospects and results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn, such as the recent global financial crisis, could result in a variety of risks to our business, including weaker demand for our product candidates and impairment of our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services. Any of the foregoing could harm our business, and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

If we are unable to develop sales, marketing and distribution capabilities or enter into agreements with third parties to perform these functions on acceptable terms, we may be unable to generate revenue.

Exro is still in the early stages of developing our marketing and sales capabilities. For any products we intend to introduce into the market, we will be required, at least initially, to enter into collaborations with customers and partners to perform these services. There can be no assurance that we will be able to enter into such arrangements on acceptable terms or at all. Any revenue we receive will depend upon the efforts of our customers and/or partners and there can be no assurance that our customers and. or partners will establish adequate sales and distribution capabilities or be successful in gaining market acceptance of any product. If we are not successful in commercializing any products in the future, either on our own or our customers and/or with partners, our business, financial condition and results of operations could be materially adversely affected.

Litigation

Exro may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company, such a decision could adversely affect Exro's ability to continue operating and the market price for Exro's common shares and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant company resources.

The market price of the Common Shares may be subject to wide price fluctuations

The Common Shares currently trade on the TSXV in Canada and the OTCQB Venture Exchange in the United States. The market price of the Common Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Company, divergence in financial results from analysts' expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Company, general economic conditions, legislative changes, and other events and factors outside of the Company's control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, such as the COVID-19 pandemic, could adversely affect the market price for the Common Shares.

Offering Amount

Completion of the Offering is subject to achievement of the Minimum Offering amount. Completion of the Offering also remains subject to a number of conditions precedent. There can be no certainty that the Offering will be completed. If the Offering is not completed, the Company may not be able to raise the funds required for the purposes contemplated under "Use of Proceeds" from other sources on commercially reasonable terms or at all.

If the Maximum Offering is not achieved, the Company may need significant additional financing, which it may seek to raise through, among other things, public and private equity offerings. Any equity financings will be dilutive to existing shareholders of the Company and additional financing may not be available on acceptable terms, or at all. If additional capital is not available, the Company may not be able to continue to operate its business pursuant to its business plan or the Company may have to discontinue its operations entirely.

Dilution

As Exro has no revenue, we rely on raising additional equity capital or incur borrowings from third parties to finance our business. The Board has the authority, without the consent of any of the Company's shareholders, to cause the Company to issue more Common Shares. Consequently, shareholders may experience more dilution in their ownership of Exro in the future. The issuance of additional Common Shares would dilute shareholders' ownership in Exro.

Limited Operating History

The Company is an early-stage business venture focused on electric motor and generator technology, and is currently pre-revenue. The Company is therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of the early stage of operations.

Operating results for future periods are subject to numerous uncertainties and it cannot be assured that the Company will achieve or sustain profitability. The Company's prospects must be considered in light of the risks encountered by companies in the early stage of development, particularly companies in new and rapidly evolving markets. Future operating results will depend upon many factors, including, but not limited to, the Company's success in attracting necessary financing, the Company's ability to establish credit or operating facilities, the Company's ability to develop and commercialize existing and new products, the Company's ability to successfully market the Company's products, the Company's ability to attract repeat customers, the Company's ability to control operational costs, the Company's ability in retaining motivated and qualified personnel, legal and regulatory developments in the jurisdictions in which the Company operates, as well as general economic conditions. It cannot be assured that the Company will successfully address any of these risks.

Dividends

The Company has no earnings or history of paying dividends, and does not anticipate paying any dividends in the foreseeable future. In the event that the Company were to pay dividends such dividends would be subject to tax and potentially, statutory withholdings.

Securities or Industry Analysts

The trading market for the Common Shares will depend in part on the research and reports that securities or industry analysts publish about the Company or its business. To the best of the Company's knowledge, it has research coverage from one securities analyst. If more securities or industry analysts do not commence covering the Company, the trading price for the Common Shares may be negatively impacted. If the Company obtains securities or industry analyst coverage and if one or more of the analysts who cover it downgrade the Common Shares or publish inaccurate or unfavorable research about its business, the trading price of the Common Shares may decline. If one or more of these analysts cease coverage of the Company or fails to publish reports on it regularly, demand for the Common Shares could decrease, which could cause the trading price and volume of the Common Shares to decline.

No Guarantee of a Positive Return in an Investment

There is no guarantee that an investment in the Common Shares will earn any positive return in the short term or long term. An investment in the Common Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Common Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Discretion in the Use of Proceeds

The Company intends to spend the funds available as stated in this Prospectus. See " Use of Proceeds ". However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. In such circumstances, the net proceeds will be reallocated at the Company's sole discretion. Management will have discretion concerning the use of proceeds of the Offering, as well as the timing of their expenditures. As a result, an

investor will be relying on the judgment of management for the application of the proceeds of the Offering.

Management may use the net proceeds of the Offering in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company's results of operations may suffer.

Negative Cash Flows

The Company had a negative operating cash flow for the financial years ended December 31, 2019 and 2018 and for the six months ended June 30, 2020. To the extent that the Company has negative cash flow in any future period, the Company may be required to use net proceeds from the Offering to fund such negative cash flow from operating activities. In order to stay in business, in the absence of cash flow from operations, the Company will have to raise funding through financing activities. However, there is no certainty the Company will be able to raise funds at all or on terms acceptable to the Company in the event it needs to do so. Furthermore, additional funds raised by the Company through the issuance of equity or convertible debt securities would cause the Company's current shareholders to experience dilution. Such securities also may grant rights, preferences or privileges senior to those of the Company's shareholders. The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain restrictive covenants, which likely would restrict the Company's operations. See "Use of Proceeds".

Conflict of Interest

Certain of the Company's directors and officers may, from time to time, serve as directors or officers of other companies involved in similar businesses to the Company and, to the extent that such other companies may participate in the same ventures in which the Company may seek to participate, such directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. Such conflicts of the Company's directors and officers may result in a material and adverse effect on Company's results of operations and financial condition.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking information.

As a venture issuer, the Company is not required to make representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting

In contrast to the certificate required for non-venture issues under National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings (" NI 52-109 "), our certifying officers, as a venture issuer, are not required to make representations relating to the establishment and maintenance of disclosure controls and procedures (" DC&P ") and internal control over financial reporting (" ICFR "), as defined in NI 52-109. In particular, the certifying officers of the Company are not required to make any representations that they have:

(a) designed, or caused to be designed, DC&P to provide reasonable assurance that information required to be disclosed by Exro in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed, or caused to be designed, ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Acquisition Risks

The Company may acquire other companies in the future and there are risks inherent in any such acquisition. Specifically, there could be unknown or undisclosed risks or liabilities of such companies for which the Company is not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Company's financial performance and results of operations. The Company could encounter additional transaction and integration related costs or other factors such as the failure to realize all of the benefits from such acquisitions. All of these factors could cause dilution to the Company's earnings per share or decrease or delay the anticipated accretive effect of the acquisition and cause a decrease in the market price of the Company's securities. The Company may not be able to successfully integrate and combine the operations, personnel and technology infrastructure of any such acquired entity with its existing operations. If integration is not managed successfully by the Company's management, the Company may experience interruptions in its business activities, deterioration in its employee and customer relationships, increased costs of integration and harm to its reputation, all of which could have a material adverse effect on the Company's business, financial condition and results of operations. The Company may experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. The integration of any such acquired companies may also impose substantial demands on management. There is no assurance that any such acquisitions will be successfully integrated in a timely manner.

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a Prospectus and any amendment. In certain provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

INTERESTS OF EXPERTS

Certain legal matters in connection with this Offering will be passed upon by Stikeman Elliott LLP, on behalf of the Company, and by DLA Piper (Canada) LLP, on behalf of the Agents. As at the date hereof, the designated professionals of Stikeman Elliott LLP, as a group, and the designated professionals of DLA Piper (Canada) LLP, as a group, each beneficially own, directly or indirectly, less than one percent of the securities of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Dale Matheson Carr-Hilton Labonte LLP, the Company's auditors, have confirmed with respect to the Company, that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

The registrar and transfer agent for the Common Shares is TMX Equity Transfer Services Inc. at its offices in Vancouver, British Columbia.

C-1

CERTIFICATE OF THE COMPANY

Dated: November 25, 2020

This amended and restated short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated short form prospectus as required by the securities legislation of each of the provinces of Canada, other than the Province of Quebec.

EXRO TECHNOLOGIES INC.

By: (Signed) SUE OZDEMIR Chief Executive Officer

By: (Signed) JOHN MEEKISON Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

By: (Signed) MARK GODSY Director

By: (Signed) JILL BODKIN Director

C-2

CERTIFICATE OF THE AGENTS

Dated: November 25, 2020

To the best of our knowledge, information and belief, this amended and restated short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated short form prospectus as required by the securities legislation of each of the provinces of Canada, other than the Province of Quebec.

RAYMOND JAMES LTD.

By: (Signed) Jimmy Leung Managing Director, Head of Cleantech Investment Banking

GRAVITAS SECURITIES INC.

By: (Signed) Blayne Creed Chief Executive Officer

EIGHT CAPITAL

By: (Signed) Tony Loria Principal, Head of Investment Banking - Calgary

HAYWOOD SECURITIES INC.

By: (Signed) Victor Rodberg Managing Director, Energy Investment Banking

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Critical Reagent Processing Corp. — Capital/Financing Update 2020

47438_rns_2020-11-26_d94e6a87-c16d-49ce-b294-d03f9b0ee2ed.pdf

New Issue

AMENDED AND RESTATED PRELIMINARY SHORT FORM PROSPECTUS AMENDING AND RESTATING A PRELIMINARY SHORT FORM PROSPECTUS DATED NOVEMBER 24, 2020

EXRO TECHNOLOGIES INC.

Minimum Offering: $30,000,002.50 (9,230,770 Common Shares)

Maximum Offering: $ 36,499,999.25 (11,230,769 Common Shares)

Price: $3.25 per Common Share

TABLE OF CONTENTS

ELIGIBILITY FOR INVESTMENT

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

We qualify all the forward-looking information contained in this Prospectus and the documents incorporated by reference herein and therein by the foregoing cautionary statements.

MARKET AND INDUSTRY DATA

PRESENTATION OF FINANCIAL INFORMATION

TRADEMARKS AND TRADE NAMES

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

CORPORATE STRUCTURE

Intercorporate Relationships

DESCRIPTION OF BUSINESS

RECENT DEVELOPMENTS

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

Principal Purposes

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

PLAN OF DISTRIBUTION

PRIOR SALES

TRADING PRICE AND VOLUME

RISK FACTORS

Reliance on Management and Employees

The Company is subject to various government laws and regulations.

The technology industry is very competitive, and we may be unable to compete with companies with greater financial or technical resources than us, which could negatively affect our operations.

Reliance on Partners

Reliance on Suppliers

Management of Growth

Technology cannot be effectively commercialized

Technical Risks

Additional Financing

Ability to Protect Proprietary Rights

Project Management

Operating Risk and Insurance Coverage

Our technology may be unable to achieve broad market acceptance and, consequently, limit our ability to generate revenue and profits from new products.

Product liability lawsuits against us could cause us to incur substantial liabilities, and we may be subject to product recalls for product defects that are self-imposed or imposed by regulators.

COVID-19 Pandemic

Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations

If we are unable to develop sales, marketing and distribution capabilities or enter into agreements with third parties to perform these functions on acceptable terms, we may be unable to generate revenue.

Litigation

The market price of the Common Shares may be subject to wide price fluctuations

Offering Amount

Dilution

Limited Operating History

Dividends

Securities or Industry Analysts

No Guarantee of a Positive Return in an Investment

Discretion in the Use of Proceeds

Negative Cash Flows

Conflict of Interest

As a venture issuer, the Company is not required to make representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting

Acquisition Risks

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

INTERESTS OF EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

CERTIFICATE OF THE COMPANY

EXRO TECHNOLOGIES INC.

ON BEHALF OF THE BOARD OF DIRECTORS

CERTIFICATE OF THE AGENTS

RAYMOND JAMES LTD.

GRAVITAS SECURITIES INC.

EIGHT CAPITAL

HAYWOOD SECURITIES INC.

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