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EV Technology Group Ltd — Annual Report 2022
Mar 31, 2023
44670_rns_2023-03-30_e261dd45-2ef6-46d3-838f-2cbde7446c99.pdf
Annual Report
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EV TECHNOLOGY GROUP LTD.
ANNUAL INFORMATION FORM
For the fiscal year ended December 31, 2022
March 30, 2023
| ABOUT THIS ANNUAL INFORMATION FORM 1 | |
|---|---|
| FORWARD-LOOKING STATEMENTS 1 | |
| GLOSSARY 2 | |
| CORPORATE STRUCTURE 5 | |
| GENERAL DEVELOPMENT OF THE BUSINESS 5 | |
| DESCRIPTION OF THE BUSINESS 9 | |
| DIVIDENDS AND DISTRIBUTIONS 21 | |
| DESCRIPTION OF CAPITAL STRUCTURE 21 | |
| MARKET FOR SECURITIES 23 | |
| ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ONTRANSFER 24 | |
| DIRECTORS AND OFFICERS 24 | |
| AUDIT COMMITTEE DISCLOSURE 26 | |
| INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 29 | |
| LEGAL PROCEEDINGS AND REGULATORY ACTIONS 30 | |
| TRANSFER AGENT AND REGISTRAR 30 | |
| MATERIAL CONTRACTS 30 | |
| INTERESTS OF EXPERTS 30 | |
| ADDITIONAL INFORMATION 31 |
ABOUT THIS ANNUAL INFORMATION FORM
In this annual information form, unless otherwise indicated, or the context otherwise requires, references to "EVT", "the Company", "we", "us" or "our" refer to EV Technology Group Ltd. and its subsidiaries, taken together, and all references to "$" or "dollars" are to Canadian dollars, unless otherwise indicated.
This Annual Information Form applies to the business activities and operations of the Company for the year ended December 31, 2022 as updated to March 30, 2023. Unless otherwise indicated, the information in this Annual Information Form is given as of the date hereof.
FORWARD-LOOKING STATEMENTS
This Annual Information Form contains "forward-looking information" within the meaning of applicable securities laws, including statements regarding the future success of our business, development strategies and future opportunities. Forward-looking information is generally identifiable by the use of the words or phrases such as "believes", "may", "plans", "will", "anticipates", "intends", "could", "should", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions.
This Annual Information Form includes forward-looking information pertaining to, among other factors, the following:
- timing and completion of the MIL Acquisition;
- timing and completion of the Fablink Acquisition;
- sales, production and delivery of Electric MOKEs;
- geographic expansion of EVT's operations;
- expectations as to future operations of EVT;
- EVT's expected operating costs, general and administrative expenses, costs of services and other costs and expenses;
- EVT's ability to meet current and future obligations;
- EVT's ability to obtain services in a timely manner or at all;
- EVT's ability to obtain financing on acceptable terms or at all;
- EVT's targeted business milestones and related timelines and costs;
- expectations about the electric vehicle market;
- expectations regarding future competitive conditions;
- the expected dividend policies of EVT; and
- the impact of future regulatory action.
Forward-looking information is based on a number of beliefs and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. With respect to forward-looking information contained herein, the assumptions made by the Company include but are not limited to:
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the ability of the Company to obtain financing to complete the MIL Acquisition;
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the ability of the Company to obtain financing to complete the Fablink Acquisition;
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efficient production of Electric MOKEs;
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success of the operations of EVT;
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EVT's ability to attract and retain key personnel in a timely and cost-efficient manner to meet demand;
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stable legislative and regulatory environments of jurisdictions where EVT carries on business or has operations;
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the impact of competition and the competitive response to EVT's business strategy;
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the timing and amount of EVT's capital and other expenditures;
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the conditions in the financial markets and the economy generally; and
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the ability of EVT to obtain additional financing, if and as needed, on satisfactory terms or at all.
Forward-looking information is based on current expectations, estimates and projections that involve a number of risks which could cause the actual results to vary and in some instances to differ materially from those described in the forward-looking information contained in this Annual Information Form. These material risks include, but are not limited to:
- EVT may not realize the anticipated benefits of the MIL Transaction;
- EVT may not realize the anticipated benefits of the Fablink Transaction;
- inability of EVT and its partners to produced sufficient quantity of Electric MOKEs on a costeffective basis;
- there may be limited demand for Electric MOKEs;
- EVT may require additional funds to finance its operations;
- the ongoing COVID-19 pandemic may have an adverse effect of the business of EVT;
- EVT may be unable to obtain adequate insurance to insure its operations;
- EVT has a limited operating history;
- EVT's business is dependent on the manufacture of a single vehicle which, if delayed, could have an adverse effect on the business of EVT;
- EVT is subject to competition from other electric vehicle companies; and
- the requirements of being a public company may strain EVT's resources, divert management attention and affect its ability to attract and retain management and qualified board members.
Readers are cautioned that the foregoing lists of factors are not exhaustive. There can be no assurances that forward-looking information will prove to be accurate. Forward-looking information is provided for the purpose of providing information about management's expectations and plans relating to the future. All forward-looking information in this Annual Information Form is qualified in its entirety by this cautionary statement and we disclaim any obligation to revise or update such forward-looking information to reflect future results, events, or developments, except as required by law.
GLOSSARY
Whenever used in this Annual Information Form including the summary hereof, unless the context otherwise requires, the following terms shall have the indicated meanings and grammatical variations of such words and terms have corresponding meanings. Words importing the singular number, where the context requires, include the plural and vice versa and words importing any gender include all genders.
"AIF" means this annual information form;
"Amalco" means EV Experiences Inc., being the corporation resulting from the Amalgamation;
"Amalgamation" means the amalgamation of Prior EVT and Subco under Section 174 of the OBCA completed on April 7, 2022 in accordance with the terms and conditions of the Amalgamation Agreement;
"Amalgamation Agreement" means the amalgamation agreement entered into on January 19, 2022 among Prior EVT, BSI and Subco;
"Board" means the board of directors of EVT;
"BSI" means the Company prior to completion of the Transaction, operating under the name Blue Sky Energy Inc.;
"BSI Shares" means the pre-Consolidation common shares in the capital of the Company;
"Common Shares" means the common shares in the capital of the Company, after taking into account the Consolidation and the Transaction;
"Consolidation" means the consolidation of the issued and outstanding BSI Shares on the basis of one (1) post-Consolidation Common Share for every four (4) pre-Consolidation BSI Shares held, completed on April 5, 2022;
"Delisting" means the voluntary delisting of the BSI Shares from trading on the NEX board of the TSXV which took effect on April 1, 2022;
"DSU" means the deferred share units to acquire Common Shares pursuant to the DSU Plan
"DSU Plan" means the deferred share unit plan of the Company;
"Escrow Agreement" means the escrow agreement entered into on April 7, 2022 among TSX Trust Company, the Company and certain shareholders of the Company, as subsequently assigned by TSX Trust Company to Odyssey Trust Company effective April 26, 2022;
"Escrowed Shares" means the Common Shares subject to escrow pursuant to the Escrow Agreement;
"MIL Investment Agreement" means the investment agreement dated September 30, 2021 between Prior EVT and MOKE International;
"MOKE Dealer Agreement" means the dealer agreement dated October 12, 2021 between MOKE France and MOKE International;
"MOKE France" means MOKE France SAS and any successor or assignee thereof, a wholly-owned subsidiary of Amalco;
"MOKE International" means MOKE International Limited;
"MOKE Share Exchange Agreement" means the share exchange agreement dated December 9, 2021 among Prior EVT, MOKE France and the common shareholders of MOKE France;
"Name Change" means the name change of the Company from "Blue Sky Energy Inc." to "EV Technology Group Ltd." effective April 5, 2022;
"NEO Exchange" means Neo Exchange Inc.;
"NEOs" means the CEO, the CFO and the three most highly paid executives of a corporation whose total individual compensation is at least C$150,000;
"OBCA" means the Business Corporations Act (Ontario) as amended, including the regulations promulgated thereunder;
"Options" means the stock options to acquire Common Shares;
"Prior EVT" means EV Technology Group Inc., a company previously existing under the laws of the Province of Ontario, which completed the Amalgamation with Subco pursuant to the terms of the Amalgamation Agreement and continued as Amalco, a wholly-owned subsidiary of the Company;
"Prior EVT Share" means the shares in the capital of Prior EVT;
"Stock Option Plan" means the stock option plan of the Company;
"Subco" means 1000082448 Ontario Inc., a wholly-owned subsidiary of BSI, which completed the Amalgamation with Prior EVT pursuant to the terms of the Amalgamation Agreement and continued as Amalco, a wholly-owned subsidiary of the Company;
"Subscription Receipts" means the subscription receipts issued under the Subscription Receipt Financing pursuant to the terms of the Subscription Receipt Agreement for a purchase price of C$1.00 per Subscription Receipt. Each Subscription Receipt was automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of a Prior EVT Share such that, upon completion of the Transaction, the prior holders of Subscription Receipts received one Common Share for each Subscription Receipt previously held;
"Subscription Receipt Agent" means TSX Trust Company;
"Subscription Receipt Agreement" means the subscription receipt agreement entered into on March 15, 2022 among the Subscription Receipt Agent, Prior EVT and BSI governing the terms and conditions of the Subscription Receipts;
"Subscription Receipt Financing" means the non-brokered sale by Prior EVT of Subscription Receipts pursuant to the Subscription Receipt Agreement;
"Transaction" means the reverse takeover transaction pursuant to which Subco and Prior EVT completed the Amalgamation and the Company indirectly acquired all of the issued and outstanding Prior EVT Shares in accordance with the terms and conditions of the Amalgamation Agreement and as more particularly described in this AIF; and
"TSXV" means the TSX Venture Exchange.
CORPORATE STRUCTURE
Name, Address and Incorporation
The full corporate name of the Company is "EV Technology Group Ltd." The Company was formed on March 23, 1998, pursuant to the Business Corporations Act (Alberta) under the name "Meta Health Services Ltd." and ultimately continued under the OBCA effective October 1, 2013. On April 7, 2022, the Company completed the Transaction pursuant to the terms of the Amalgamation Agreement among Prior EVT, BSI and Subco, in connection with which it completed the Consolidation and the Name Change.
The registered and head office of the Company is 198 Davenport Road, Toronto, Ontario M5R 1J2. The Company's website address is https://evtgroup.com/. The information on the Company's website is not incorporated by reference in this Annual Information Form.
Inter-Corporate Relationships
The following chart sets forth the intercorporate relationships of the Company.

GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History
The Period Prior to the Transaction
Prior to the completion of the Transaction, BSI was a Canadian oil and gas exploration company that was a reporting issuer under the securities laws of Alberta, British Columbia and Ontario. BSI did not conduct any active business in the three-year period ending December 31, 2021 and had no commercial operations other than identifying and evaluating acquisition opportunities.
On March 16, 2020, BSI received notice from the TSXV that effective the opening of trading on March 17, 2020, BSI's stock exchange listing would be transferred to the NEX board of the TSXV. In May 2020, the BSI Shares resumed trading on the NEX board under the symbol "BSI.H."
On December 31, 2021, the Company announced that it had entered into a binding letter of intent pursuant to which BSI agreed to acquire all of the issued and outstanding shares in the capital of Prior EVT, an arm's length third party, pursuant to the Transaction.
Financial Year Ended December 31, 2022
The Transaction and Listing on NEO Exchange
On April 7, 2022, the Company completed the Transaction by way of a three-cornered amalgamation pursuant to which, among other things: (a) Prior EVT amalgamated with Subco pursuant to Section 174 of the OBCA to form EV Experiences Inc.; (b) each common share in the capital of Prior EVT outstanding immediately prior to the Amalgamation, including each Prior EVT Share issued in exchange for the Subscription Receipts, was exchanged for Common Shares on the basis of one Prior EVT Share for 4.7 Common Shares, following which all Prior EVT Shares were cancelled; (c) the outstanding common shares of Subco were cancelled and replaced by common shares in the capital of Amalco on a one-for-one basis; (d) in consideration of the Common Shares issued to the previous holders of Prior EVT Shares, Amalco issued to the Company one common share in the capital of Amalco for each Common Share issued; and (e) Amalco continued as a wholly-owned subsidiary of the Company.
As a condition of closing of the Transaction pursuant to the Amalgamation Agreement, BSI entered into a share purchase agreement with a third-party purchaser pursuant to which BSI sold, and the purchaser purchased, 18 shares in the capital of BSI's wholly-owned subsidiary, Sonoro Energy Iraq B.V., being all of the issued and outstanding shares held by BSI, in exchange for the sum of $1.00.
Following the completion of the Transaction, the Company's initial business is that of Prior EVT, being an electric vehicle company that deals with ownership and operation of brands within its space through its Strategic Brands Group. EVT's business operations are conducted from Toronto, Ontario with business lines mostly situated in France. Following completion of the Transaction, the Common Shares were listed on the NEO Exchange under the ticker symbol "EVTG" effective April 12, 2022.
Further details of the Transaction are described in the filing statement of the Company dated April 4, 2022, which can be found on the Company's issuer profile on SEDAR at www.sedar.com.
Subscription Receipt Financing, Shares for Debt and Share Consolidation
On March 15, 2022, and March 25, 2022, Prior EVT completed the Subscription Receipt Financing pursuant to which it issued an aggregate of 5,811,500 Subscription Receipts at a price of $1.00 per Subscription Receipt for aggregate proceeds of $5,811,500.
As a condition of closing of the Transaction pursuant to the Amalgamation Agreement, BSI entered into shares for debt settlement agreements with certain creditors of BSI to which BSI was indebted in the aggregate amount of $2,633,293.88, pursuant to which BSI issued a total of 10,005,359 BSI Shares (on a pre-Consolidation Basis) to such creditors in full in final satisfaction of such debt effective April 4, 2022.
On April 5, 2022, prior to the completion of the Transaction, the Company effected the Consolidation and the Name Change. More specifically, BSI consolidated its outstanding common shares on the basis of one post-Consolidation common share for every four pre-Consolidation common shares and filed articles of amendment to affect a name change from "Blue Sky Energy Inc." to "EV Technology Group Ltd."
On closing of the Subscription Receipt Financing, the gross proceeds from the Subscription Receipt Financing (the "Escrowed Proceeds") were delivered to the Subscription Receipt Agent and were invested pursuant to the terms of the Subscription Receipt Agreement (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds"). The Escrowed Funds were released from escrow to Prior EVT pursuant to the terms of the Subscription Receipt Agreement on April 6, 2022.
On April 6, 2022, concurrent with the release of the Escrowed Funds, each Subscription Receipt was automatically exchanged, without payment of additional consideration or further action by the holder thereof, into a fraction of a Prior EVT Share equal to 1/4.7 (or approximately 0.21276596 of a Prior EVT Share) such that each Subscription Receipt was ultimately exchanged for one Common Share upon completion of the Amalgamation as herein described.
MOKE
On April 13, 2022, the Company announced the commencement of construction on a MOKE flagship store in St Tropez, France. The Company chose St Tropez, France because of its strong resonance in the worldwide collective imagery.
On April 21, 2022, the Company announced the launch of its pilot program for an electric vehicle subscription service ("Subscription Service"). The Subscription Service launched through the company's subsidiary, MOKE France. The Subscription Service gives users the opportunity to pay a monthly fee of €650 with an anticipated average contract length of 36 months. On May 5, 2022, the Company further announced that it signed luxury French hospitality collective Indie Group to its Subscription Service through MOKE France.
On May 19, 2022 the Company announced the production of the first fully electric MOKE vehicle by its partner MOKE International.
On May 31, 2022, the Company announced that MOKE France had generated Electric MOKE orders worth over €500,000 in total value following the opening of an initial pilot of its direct-to-consumer.
On June 29, 2022, the Company announced that MOKE France had partnered with GOMECANO, a company offering on-demand mobile mechanics to perform automotive repairs sales offering for the Electric MOKE.
On July 28, 2022, the Company announced that MOKE France had finished renovating its flagship MOKE showroom and was open for business in the heart of Saint-Tropez.
On October 17, 2022, the Company announced that MOKE International would bring the MOKE brand back to America after 40 years, with the more powerful and highway-legal Electric MOKE Californian – a zero-emissions reimagination of the original 1964 Mini Moke. MOKE International owns the original 1964 British Motor Corporation MOKE trademarks and is recognized in over 100 jurisdictions as the owner of the MOKE brand.
Proposed Acquisition of MOKE International
On July 20, 2022, the Company entered into a definitive agreement (the "MIL Definitive Agreement") with the shareholders of MOKE International (the "MIL Shareholders") to acquire up to 100% of MOKE International, its first purchase of a major iconic brand. Pursuant to the MIL Investment Agreement, the Company previously acquired a 15.5% equity interest in MOKE International on September 30, 2021. Under the terms set out in the MIL Definitive Agreement, the Company shall pay (a) US$31.9 million to certain shareholders of MOKE International in exchange for 53% of the total issued and outstanding common shares that the Company does not currently own, (b) US$21.3 million of outstanding debt of MOKE International owing to certain shareholders and (c) US$2 million to certain management of MOKE International as a transaction bonus (together, the "MIL Acquisition"). The Company also entered into an Option Deed agreement with the MIL Shareholders which provides the Company the option, for 24 months from the date of closing, to acquire all the remaining shares of MOKE International at an equity value of US$120 million, subject to certain adjustments (the "MIL Option"). The completion of the MIL Acquisition and the MIL Option and are subject to customary closing conditions, including any related financing, due diligence, the Company raising an amount sufficient to pay the aggregate consideration for pursuant to the MIL Definitive Agreement and approvals by the NEO Exchange. The Company anticipates funding the MIL Acquisition through a combination of debt and equity financing, the terms of which will be determined in the context of the market. No finder fees are payable in connection with, and no change of control of the Company will result from, the MIL Acquisition.
Proposed Acquisition of Fablink Group
On August 3, 2022, the Company entered into a purchase agreement with the shareholders of Fablink Group (the "Fablink Definitive Agreement") to acquire 76% of Fablink Group Holdings ("Fablink Group"), a leading British Tier 1 supplier and specialist manufacturer specializing in the manufacturing of metal pressings, operator cab assemblies, fuel and hydraulic tanks and complex structures as well as 'clean build' of vehicle assemblies (the "Fablink Acquisition") and a share exchange agreement (the "Fablink Option Agreement") with certain shareholders of Fablink Group which provides them with an option to sell the remaining 24% of Fablink Group to the Company. Under the terms set out in the Fablink Definitive Agreement, the Company shall pay (a) £29.5 million to certain shareholders of Fablink Group in exchange for 76% of the total issued and outstanding common shares and (b) £719,000 to acquire existing shareholder debt of Fablink Group. Furthermore, under the terms set out in the Fablink Option Agreement, certain shareholders of Fablink will maintain an option, for one year from the date of the Fablink Option Agreement, to sell the remaining 24% of Fablink Group in exchange for Common Shares, subject to certain adjustments (the "Fablink Option"). The completion of the Fablink Acquisition and the Fablink Option and are subject to customary closing conditions, including any related financing, due diligence, the Company raising an amount sufficient to pay the aggregate consideration for pursuant to the Fablink Definitive Agreement and approvals by the NEO Exchange. The Company anticipates funding the Fablink Acquisition through a combination of debt and equity financing, the terms of which will be determined in the context of the market. No finder fees are payable in connection with, and no change of control of the Company will result from, the Fablink Acquisition.
Center of Excellence
On August 9, 2022, the Company announced that it had entered into terms with MEPC Silverstone Park ("Silverstone Park"), securing a 90,000 sq ft industrial lease at the historic motoring site. The new facility comprises the Company's "EV Centre of Excellence", and has been constructed by MEPC, and is a part of MEPC's latest 265,000 sq ft development at Silverstone Park.
Acquisition of Portfolio of Brands
On September 16, 2022, the Company entered into a share exchange agreement (the "IP Definitive Agreement") with 1000310362 Ontario Inc. (the "IP Target") and its shareholder, to acquire a portfolio of intellectual property including iconic brands Officine Stampaggi Industriali, Fantuzzi, Marazzi and
Brewster & Co. (the "IP Transaction"). Pursuant to the IP Definitive Agreement, the Company issued a total of 1,950,000 Common Shares (the "IP Payment Shares") to the shareholder of the IP Target in exchange for all of the issued and outstanding shares of the IP Target, with a number of the IP Payment Shares subject to contractual lock-up restrictions. No finder fees were paid in connection with the IP Transaction. The IP Transaction was completed on September 29, 2022.
Directors, Officers and Employees
On April 14, 2022, the Company appointed Wijnand Donkers as an independent board member of the Company. Wijnand Donkers is an experienced, independent, non-executive director in both public and private equity portfolio companies. He is a non-executive director of Brenntag SE, the world leader in chemical distribution and a DAX 40 company. Furthermore, he is a senior adviser to Cerberus Capital Management LLC and serves on several of its portfolio companies. Wijnand Donkers was the CEO of Deutsche Annington SE/Vonovia SE from 2007 to 2012 and prepared the firm for its successful IPO, negotiated the successful GRAND refinancing, and modernised the firm during his tenure. He previously spent 22 years at BP PLC in several senior positions in Petrochemicals, Gas, Optimization & Trading, and was Head of Group Strategy and Planning when BP combined with Amoco, acquired Arco and Castrol. He graduated with an MBA from Erasmus University in Rotterdam, completed the AMP at Harvard Business School, as well as several post graduate programmes at Stanford Business School, Kellogg School of Management, and the University of Cambridge.
On April 25, 2022, the Company appointed Dan Burges as Chief Product Officer. He is expected to play a key role in building out the product team at the Company, focusing on incubating new models, brands and other opportunities. Dan Burges will also be responsible for opening and running a newly formed US office for the Company based in California. Dan Burges previously held the role of Chief Executive Officer at Radford, Commercial Director of Lotus Engineering, and senior commercial and programme roles at Williams Advanced Engineering and Prodrive Automotive Technologies.
On August 2, 2022, the Company announced the appointment of Mark Stubbs as Head of Design of the Company. Marc is an ex-Radford Motors executive and designer at automotive brands such as Ford, Bugatti, Nissan and General Motors.
DESCRIPTION OF THE BUSINESS
Overview
General Overview
EVT is in the business of developing and commercializing electric vehicle technologies that have growth potential in unique, niche, and underserved markets. EVT realizes this strategy through its sole business line, MOKE France, by dealing and distributing newly developed MOKE electric vehicles. In addition to dealing and distributing, EVT has a strategic plan to rent MOKE electric vehicles in locations with significant demand, particularly in the summer months, such as the South of France. The Company has adopted a direct-to-consumer (D2C) distribution model to deliver a premium unified brand experience through flagship locations, online experiences, and marketing activations.
Industry Overview
Electric vehicles are cars or other vehicles with motors that are powered by electricity rather than liquid fuels. Electric vehicles first appeared in the mid-19th century, holding the vehicular land speed record until
around 19001 . In the early 20th-century, internal combustion engine vehicles gained market share as the leading type of private motor vehicle due to their superior range and cost; although electric vehicles have continued to be used in the form of loading and freight equipment and public transport – especially rail vehicles.
Fast-forward to today, and the tide is again turning. The electric vehicle market is reaching an 'inflection point' in its growth. In 2020, approximately 3 million electric vehicles were sold globally; this is expected to grow by 11 million in 2025 and 28 million by 2030; an 833% total increase or 30%+ CAGR.2 This growth has been enabled by several key factors:
First, regulation. Governments around the world are accelerating the adoption of electric vehicles through policy. In the United States, President Joe Biden set a goal for 50% of new US vehicles to be electric by 2030; this implies up to 8 million+ vehicles sold per year in the United States could be electric instead of gas-powered.3 In Europe, by 2030-2035, no new gas vehicles will be permitted to be sold in 12 countries including Germany, Sweden and the UK.4 China, the world's largest auto market, has also stated that no new gas vehicles will be permitted to be sold following the year 2040.5 Many regulators see electric vehicle policy as an important method to meet international climate obligations and to spur innovation in their own economies.6
Second, technological development, including most notably the 'lithium-ion' breakthrough. Over the last decade, lithium-ion battery production prices have declined 85%7 , making electric vehicle development commercially viable for the first time in history and unleashing consumer demand. Additional innovation in manufacturing processes have lowered the cost of EV manufacturing and, combined with lower maintenance costs, have contributed to a reduced 'total cost of ownership' for EVs as compared to gaspowered vehicles going forward.8
Third, consumer preferences. Led by prominent EV brands such as Tesla, EVs are gaining mainstream consumer awareness. As availability of EVs increases, the corresponding EV infrastructure, advertising and number of vehicles on road creates a virtuous cycle for consumers to shift their vehicle purchasing habits.9 EV designs are maturing to meet a diverse range of consumer needs: from the Rimac Hypercar through to mass market to smaller light electric vehicles.
Forward-looking markets have been willing to reward tomorrow's EV leaders. Of today's 10 largest automotive companies globally, EV players such as Tesla, Rivian and BYD make up a substantial share of market capitalization.10 Legacy automotive players such as Toyota and Volkswagen are investing heavily to transition their production to electric.11
1 https://www.georgeherald.com/News/Article/Motoring/first-electric-car-set-landspeed-record-in-1900-
201909101029#:~:text=Electric%20cars%20have%20only%20been,arrival%20of%20the%20Tesla%20Roadster.&text=Thomas%20Edison %20took%20an%20interest,record%20on%206%20September%201900. 2
https://www.ft.com/content/fb4d1d64-5d90-4e27-b77f-6e221bc02696 3
https://www.theguardian.com/environment/2021/aug/05/biden-electric-vehicles-goal-2030-climate-crisis 4
https://thedriven.io/2020/11/12/the-countries-and-states-leading-the-phase-out-of-fossil-fuel-cars/ 5
https://www.weforum.org/agenda/2020/11/china-bans-fossil-fuel-vehicles-electric/
6 https://www.chargedfuture.com/countries-and-states-with-gas-car-bans/
https://insideevs.com/news/527165/study-evs-ownership-40percent-lower/ 9
https://www.financialexpress.com/auto/electric-vehicles/shift-in-consumer-behavior-electric-vehicles-ev-electric-cars-electric-scooters-electricbikes/2110749/ 10 https://en.wikipedia.org/wiki/List\_of\_manufacturers\_by\_motor\_vehicle\_production 11 https://www.bloomberg.com/news/articles/2021-12-14/toyota-accelerates-electric-vehicle-shift-with-30-
models#:~:text=Toyota%20will%20roll%20out%2030,15%20EVs%20globally%20by%202025.&text=Toyota's%20been%20slower%20to %20release,hybrids%20to%20hydrogen%2Dpowered%20cars.
Tesla was the first to be rewarded by markets for bringing 'every day' electric vehicles to market; it has enjoyed substantial share price appreciation over the last three years12, and correspondingly triggered a wave of EV player IPOs/SPACs. Some of these players include Nio (a Chinese EV player), Rivian (EV SUVs), Acrimoto (fun utility EVs), Fisker Motors (EV SUVs) and Lucid Motors (luxury EVs); in addition to an ecosystem of companies plying electric vehicle technology such as Quantumscape (solid state Lithium batteries). There is also a robust private and start-up market of players entering the space as well as legacy gas-powered vehicle players investing in the transition.
EVT's Business
EVT's mission statement is "to electrify iconic brands." Its strategic focus is on developing and commercializing electric vehicle technologies that have growth potential in unique, niche, and underserved markets. It was founded on the belief that in the rush to electrification of vehicles, which has primarily focused on electrifying mass market vehicles to help drivers get 'from A to B', there is a space for a player to champion the joy of motoring. EVT does this by working with iconic brands such as MOKE and helping them to electrify.
On September 30, 2021, Prior EVT entered into the MIL Investment Agreement, pursuant to which, Prior EVT made a loan of US$5,000,000 to MIL, which loan accrues interest at a rate of 6% per annum and matures on December 31, 2026. As consideration for the loan, Prior EVT also received 372 ordinary shares of MOKE International for £0.10 per ordinary share for an approximate 15.5% equity interest in MOKE International. Pursuant to the MIL Investment Agreement, Prior EVT was granted the right to nominate a director to the board of directors of MOKE International, and EVT's CEO, Wouter Witvoet, was nominated and appointed.
In December 2021, Prior EVT acquired 100% of the issued and outstanding shares of MOKE France pursuant to the MOKE Share Exchange Agreement, including, indirectly, MOKE France's rights and interests in the MOKE Dealer Agreement between MOKE France and MOKE International. The consideration for the acquisition of MOKE France was the issuance of 6,000,000 Prior EVT Shares to the former shareholders of MOKE France.
Pursuant to the MOKE Dealer Agreement, MOKE International, as the manufacturer of MOKE products, has granted to MOKE France the non-exclusive right to import, market, sell or rent MOKE products and perform after-sales and customer relations services in France. The MOKE Dealer Agreement may be terminated by either party on twelve months' notice to the other, or immediately in the event of breach by the other party.
On December 28, 2021, MOKE France ordered 100 MOKE electric vehicles from MIL, with a deposit paid to secure the order. MOKE France has since been primarily operating a sales business, capitalizing on the demand for the MOKE Electric vehicle. As at February 28, 2023, MOKE international has received a total of 394 MOKE electric orders. This strong demand is expected to continue over the remainder of the year as MOKE international increases its marketing efforts.
EVT's Strategy
Through its wholly-owned subsidiary, MOKE France, EVT intends to focus and develop four key business segments in order to fully capitalize on the value of the MOKE brand. These include:
12 https://www.bloomberg.com/quote/TSLA:US
Sales – MOKE France will seek to sell MOKE vehicles to its pipeline of clients in France. These are primarily direct-to-consumer sales but can include top hotels, clubs, restaurants, and notable personalities in the region, as well as open retail sales. In conjunction with new car sales, MOKE France is also exploring opportunities in the secondary market in order to capitalize on refurbished secondhand MOKE sales. In addition to sales there is the potential to offer customization and accessories to vehicles sold, increasing average revenues per vehicle, and delivering a compelling customer experience.
Rentals – From its flagship store in Saint Tropez, MOKE France will operate a rental business. The MOKE electric vehicle is anticipated to be popular and distinct – and previous gas-powered versions of the MOKE vehicle have been in short supply and commanding high prices of €180-260+ per day in the region13. The MOKE Electric offers a compelling, new driving experience without the guilt of combustion in a market with low rental saturation, inviting high margins and the potential for near total utilization throughout the peak summer months.
Experiences – Driving a MOKE is about more than going from A to B. MOKE France expects to provide a full set of planned experiences for customers, including tours of beaches in Saint Tropez and MOKEs with ready-fitted picnics and merchandise.
Merchandise – The MOKE brand has many long-time backers who would potentially have interest in purchasing merchandise – for example to remember the holiday in which they rented a MOKE, or to gift to family and friends. MOKE merchandise will be designed to high specifications in keeping with the brand's image and products will target practical items, particularly for the beach (e.g. T-shirts, towels, water bottles). Merchandise is expected to increase the average revenue and gross margin per customer while allowing customers to continue sharing the brand experience beyond the initial point of purchase.
EVT intends to broaden the MOKE France model to other countries based on the lessons learned from the MOKE France launch and experience. EVT sees the potential for high demand in other markets such as Spain, Portugal, UAE, Brazil, Thailand and the Americas – which will be analyzed for expansion opportunities. MOKE France will consider expansion by a combination of organic and inorganic growth strategies. EVT's demonstrated performance in building MOKE France and strategic partnership with and investment into MOKE International provide it with a strategic position to negotiate additional dealership agreements in markets other than France.
Competition and Market Participants
In general, MOKE France faces competition from other players in the sales, rental and experience business lines, focused on the South of France, notably with electric and/or niche vehicles. Specifically, Citroen Mehari is a competitor vehicle to MOKE. Additionally, a small number of businesses offer heritage gaspowered MOKEs for rent and sale in the country. Lastly, general purpose car dealerships and rental players in the region may offer vehicles that compete in the same consideration set (e.g. sportscars).
The Company believes MOKE has clear differentiation from many of these competitors in three ways. Firstly, it is the first heritage marque to go fully electric; a key differentiating factor for many consumers. Secondly, the specific history of MOKE as it relates to the South of France makes it an iconic experience to be driven in the region. Lastly, MOKE France distinguishes itself through its location, service and brand identity – creating a compelling experience compared to the typical rental location.
Risk Factors
13 https://www.luxury-rent-car.com/rental-mini-moke; https://www.mokeazurcars.com/index.php?lang=en
Prior to making an investment decision, investors should consider the investment risks set forth below and those described elsewhere in this document, which are in addition to the usual risks associated with such an investment. The directors of EVT consider the risks set forth below to be the most significant, but do not consider them to be all the risks associated with an investment in securities of EVT. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors are currently unaware or which they consider not to be material in connection with EVT's business, actually occur, EVT's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of EVT's securities could decline and investors may lose all or part of their investment.
EVT has a limited operating history
EVT has a limited history of operations and is in the early stage of development. As such, EVT will be subject to many risks common to early-stage enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources, and lack of revenue. There is no assurance that EVT will achieve its operating goals. There is no assurance that EVT will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that EVT will be able to earn material revenue or that any of its activities will generate positive cash flow.
EVT has incurred net losses since our inception and expects to incur increasing expenses and substantial losses for the foreseeable future.
Prior EVT has incurred net losses since its inception, including net loss and comprehensive loss of approximately C$21,333,735 for the period from its inception to December 31, 2022. EVT expects to continue to incur substantial losses and increasing expenses in the foreseeable future.
EVT may require additional funds to finance its operations
Additional funds raised through debt or equity offerings may be needed to finance EVT's ongoing and future activities. There can be no assurance that EVT will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain additional financing could cause EVT to reduce or terminate its operations.
If additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of securities of EVT. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for EVT to obtain additional capital and to pursue business opportunities.
The Fablink Acquisition and MIL Acquisition may not be completed
There can be no assurance that either of the Fablink Acquisition and MIL Acquisition will be completed in accordance with the terms of the Fablink Definitive Agreement and MIL Definitive Agreement, respectively, or at all. The completion of each of the Fablink Acquisition and the MIL Acquisition is subject to a number of closing conditions including, but not limited to, the Company having received financing of an amount sufficient to enable the Company to pay the aggregate consideration payable pursuant to the Fablink Definitive Agreement and MIL Definitive Agreement, respectively, and receipt of the requisite approvals of the NEO Exchange.
EVT is subject to competition from other electric vehicle companies
EVT will compete with other automobile and technology businesses within the electric vehicle sector and such competition is likely to increase if early entrants in the sector perform well. Competition could result in EVT being unable to: make accretive acquisitions; recruit or retain qualified employees or consultants; obtain necessary financing or capital; or achieve its projected financial performance. Increased competition could result in increased costs and lower prices for EVT's products which, in turn, could reduce profitability. Consequently, EVT's revenues, operations and financial condition could be materially adversely affected.
Single Vehicle Manufacturing Risk
Initially, EVT will rely primarily on EVT's MOKE business for revenue. If MOKE International, for whatever reason, fails to deliver on its contract with MOKE France to deliver such vehicles on time, EVT's car rental business could be materially adversely impacted by the lack of supply.
EVT may require authorizations as it expands the scope of its business
As the Company expands the scope of its business and investment strategy, aspects of its operations may require registration with regulatory authorities in the jurisdictions in which it operates. There can be no assurance that all required approvals or authorizations will be obtained on a timely basis or at all. If such approvals or authorizations are obtained, there can be no assurance that the Company will be successful in obtaining such approvals or authorizations on terms that permit the Company to expand the scope of its business and investment strategy successfully and realize potential benefits.
The ongoing COVID-19 pandemic may have an adverse effect of the business of EVT
The global COVID-19 pandemic continues to rapidly evolve and we cannot anticipate with any certainty the length or severity of the effects of COVID-19. The extent to which COVID-19 adversely impacts EVT's business will depend on future developments that are highly uncertain, such as the following: the ultimate severity of the disease; the duration of the outbreak or future outbreaks; travel restrictions imposed by governments or businesses in the markets in which EVT operates; the duration and scope of business closures or business disruptions; changes in customer travel preferences and demand; the impact of increasing unemployment on discretionary spending; the length of time it takes for rental pricing and volume and normal economic conditions to return; technology disruptions; EVT's relationships with vehicle manufacturers; EVT's liquidity position; the development of effective vaccines or treatments; and the effectiveness of actions taken to contain the disease and future outbreaks. COVID-19 could have a material adverse impact on EVT's customer demand, revenues and profitability. If the COVID-19 pandemic persists, EVT could experience rental cancellations and a material decline in forward bookings due to decreased customer demand as a result of a decrease in travel to France and fewer tourists.
Moreover, EVT expects the second and third quarter of the year to be the strongest quarters for its MOKE France rental business due to increased levels of leisure travel. COVID-19 has the potential to disrupt EVT's business during this period as governments try to take a grip on the new Omicron variant. Whether these disruptions during EVT's peak season will have a material adverse effect on its results of operations, financial condition, and cash flows depends on the severity of the government-imposed restrictions.
Seasonality Risks
EVT expects that most of its revenue from MOKE France will be made during peak season between June and September each year. If any issues arise (such as another wave of COVID-19) that prevent EVT from operating at a high level during its peak season, there could be a material adverse impact on its revenues and profitability.
Supply Chain Risk
EVT will rely on MOKE International to produce the MOKE Electric on time and to deliver it against a reasonable wholesale price that leaves enough margin for MOKE France to have a profitable business. Through MOKE International, EVT is indirectly exposed to supply chain risk in areas such as: commodity prices and availability (particularly steel), rare earth metals (mainly cobalt), worldwide freight availability, semiconductors, and more. While the MOKE Electric does not have the complexity from an engineering and parts perspective as more complicated vehicles, supply chain risk remains a possible issue.
Counterfeit Risk
Like most luxury brands, MOKE France and MOKE International must deal with the existence of counterfeit or "look-a-like" products that aim to leverage the MOKE brand equity for economic gain. While there are several on-going processes aimed at stopping such counterfeits from being sold, it will remain difficult to completely stop counterfeits in the market. The impact on the business will be that EVT, whether as a group or through one of its subsidiaries, will have to invest in legal action, public relations and/or marketing to protect it and its partner's intellectual property and make customers aware of the difference between counterfeits and the genuine MOKE Electric produced by MOKE International. For example, MOKE International has been pursuing litigation against MOKE America for unauthorized use of the MOKE trademark.
Going Concern Risk
EVT's financial statements have been prepared on a going concern basis under which an entity is able to realize its assets and satisfy its liabilities in the ordinary course of business. EVT's future operations are dependent upon the identification and successful completion of equity or debt financings and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that EVT will be successful in completing equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should EVT be unable to continue as a going concern.
The electric vehicle 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 electric vehicle 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 EVT's 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.
EVT will be competing with other technology firms in the electric vehicle 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 EVT's technology or of competitors' technologies or products may be an important competitive factor. Accordingly, the relative speed with which EVT can complete project development, conduct appropriate safety testing and manufacture, will also be determining factors in its ability to compete successfully in the markets it enters.
Ability to expand business and operations internationally may be affected by legal, regulatory, political, and economic risk
Expanding business and operations into new geographic markets will create certain challenges and risks as each geographic market has their own competitive conditions, user preferences, and discretionary spending patterns that are difficult to predict. EVT's limited operating experience in these markets contributes to the challenges and risks that EVT may face as it could prohibit its ability to benefit from any first-to-market advantages. International expansion could result in EVT requiring significant capital investment, which could strain the resources and adversely impact performance, while adding complexity to the current operations.
In addition, EVT may face operational issues that could have a material adverse effect on its reputation, business, and results of operations if certain factors are not addressed. These factors include but are not limited to the following: lack of acceptance of products and services; conforming products to regulatory and safety requirements; failure to attract and retain capable talents with international perspectives; availability, reliability, and security of international payment systems; and exchange rate fluctuations.
EVT may be unable to adequately control the costs associated with its operations, even with continued refinement of its budget. Significant costs are expected related to procuring raw materials required to manufacture and assemble vehicles, which may be passed on to EVT. The prices for and availability of these raw materials fluctuate depending on factors beyond EVT's control. EVT's business also depends on the continued supply of battery cells for the vehicles to be provided by MOKE International, as the manufacturer of MOKE products. EVT is exposed to multiple risks relating to availability and pricing of quality lithium-ion battery cells. In addition, a global semiconductor supply shortage is having wide-ranging effects across the automotive industry and may negatively impact the supply needed for our testing and production timeline.
The COVID-19 crisis has caused and may continue to cause (i) disruptions to supply chains, including access to critical raw materials and components, many of which require substantial lead time, or cause a substantial increase in the price of those items, (ii) an increase in other costs as a result of EVT's efforts to mitigate the effects of COVID-19, and (iii) delays in commercial production of the products to ultimately be sold by EVT. Furthermore, currency fluctuations, tariffs or shortages in petroleum, steel and aluminum or other raw materials and other economic or political conditions have resulted and may continue to result in significant increases in freight charges and raw material costs, delays in obtaining critical materials or changes in the specifications for those materials. Substantial increases in the prices for our raw materials or components have increased and may continue to increase our operating costs, and could reduce our margins. In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity or sufficient availability of semiconductors could result in shortages, which would increase our cost of materials or impact our prospects. These factors could also delay our overall production timeline and limit production volume.
Regulatory risks
Vehicles manufactured must comply with the applicable federal, state and provincial motor vehicle safety standards. In Canada, the United States, the United Kingdom and the European Union, vehicles that meet or exceed all legally mandated safety standards are certified under the federal regulations. In this regard, Canadian and U.S. motor vehicle safety standards are substantially the same, with additional requirements in the United Kingdom and European Union. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. In addition, as electric vehicles increase in popularity, the inherit complexity of manufacturing these vehicles may result in manufacturing defective vehicles or vehicles with errors, which would adversely impact the Company.
Ability to Generate Profits
There can be no assurance that EVT will generate net profits in future periods. Further, there can be no assurance that EVT will be cash flow positive in future periods. In the event that EVT fails to achieve profitability in future periods, the value of the Common Shares may decline. In addition, if EVT is unable to achieve or maintain positive cash flows, EVT would be required to seek additional funding, which may not be available on favourable terms, if at all.
Market risk for securities
There can be no assurance that an active trading market for EVT's shares will be sustained. The market price for the Common Shares may be subject to wide fluctuations. Factors such as COVID-19, inflation, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of EVT's securities. The stock market has from time to time experienced extreme price and volume fluctuations, which have often been unrelated to the operating performance of particular companies. Market forces may render it difficult or impossible for EVT to secure investors to purchase its securities at a price which will not lead to severe dilution to existing shareholders, or at all. In addition, shareholders may realize less than the original amount invested on dispositions of their Common Shares during periods of such market price decline.
Foreign exchange risk
EVT is a Canadian company, and most of its fundraising is done in Canadian dollars, however, its operations are currently predominantly denominated in foreign currencies. As a result, EVT will be subject to foreign exchange risks relating to the relative value of foreign currencies as compared to the Canadian dollar. A relative decline in the foreign currencies in which EVT derives the majority of its revenues could result in a decrease in the real value of EVT's revenues and adversely impact financial performance.
Risk of volatile markets
The automotive industry is generally viewed as highly cyclical. It is dependent on, among other factors, consumer spending and general economic conditions in North America and elsewhere. Unexpected and unpredictable events including a widespread health crisis or global pandemic, and events such as war and occupation, terrorism, political unrest and geopolitical risks may lead to adverse effects on world economies and markets generally, including Canadian, U.S., France and other economies and securities markets. For example, the spread of COVID-19 has caused volatility in the global financial markets, resulted in significant disruptions to global business activity, and threatened a slowdown in the global economy. In addition, the global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a fullscale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets and interest rates.
No assurance can be given that new taxation rules will not be enacted or existing rules will not be applied in a manner which could result in EVT being subject to additional taxation or which could otherwise have a material adverse effect on EVT's results from operations and financial condition.
EVT may be subject to limitations on the repatriation of earnings in each of the countries where it does business. In particular, there may be significant withholding taxes applicable to the repatriation of funds from foreign countries to Canada. There can be no assurance that changes in regulations, including tax treaties, in and among the relevant countries where EVT or its subsidiaries do business will not take place, and if such changes occur, they may adversely impact EVT's ability to receive sufficient cash payments from its subsidiaries.
Litigation Risks
Litigation and other claims may arise in the ordinary course of EVT's business and, in addition to product or services-oriented allegations and personal injury claims, litigation could include securities law compliance, employee and customer claims, commercial disputes and intellectual property issues. These claims can raise complex factual and legal issues that are subject to risks and uncertainties and could require significant management time. Litigation and other claims against EVT, even if EVT is ultimately successful, could result in unexpected expenses and liabilities, which could materially adversely affect its operations, reputation and financial condition.
Management of EVT's Growth
Significant growth in the business, as a result of acquisitions or otherwise, could place a strain on EVT's, operational and financial resources and information systems. Future operating results will depend on the ability of senior management to manage rapidly changing business conditions, and to implement and improve EVT's technical, administrative and financial controls and reporting systems. No assurance can be given that EVT will succeed in these efforts. The failure to effectively manage and improve these systems could increase costs, which could have a materially adverse effect on EVT's operating results and overall performance.
Reliance on Key Personnel
EVT's future growth and its ability to develop depend, to a significant extent, on its ability to attract and retain highly qualified personnel. EVT will rely on a limited number of key employees, consultants and members of senior management and there is no assurance that EVT will be able to retain such key employees, consultants and senior management. The loss of one or more of such key employees, consultants or members of senior management, if not replaced, could have a material adverse effect on EVT's business, financial condition and prospects.
No Plans to Pay Dividends
EVT does not currently have plans to pay regular dividends on its Common Shares. Any declaration and payment of future dividends to holders of Common Shares will be at the sole discretion of the Board and will depend on many factors, including the financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations of EVT that the Board deems relevant.
Intellectual Property Rights
EVT may in the future seek patent or other protection for its intellectual property rights. If EVT is unable to obtain patents or otherwise protect its trade secrets or other intellectual property and operate without infringing on the proprietary rights of others, its business, financial condition and results of operations could be materially adversely affected.
The Business of EVT may be exposed to cybersecurity risks
Cyber incidents can result from deliberate attacks or unintentional events, and may arise from internal sources (e.g., employees, contractors, service providers, suppliers and operational risks) or external sources (e.g., nation states, terrorists, hacktivists, competitors and acts of nature). Cyber incidents include unauthorized access to information systems and data (e.g., through hacking or malicious software) for purposes of misappropriating or corrupting data or causing operational disruption. Cyber incidents also may be caused in a manner that does not require unauthorized access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users). A cyber incident that affects EVT might cause disruptions and adversely affect its business operations and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm, and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.
The industry and technology are rapidly evolving and may be subject to unforeseen changes
The EV market is subject to ongoing developments which may subject EVT to unanticipated changes. As new developments unfold, EVT may expect to modify its business model which could cause material adverse effect on its business, results of operation, financial condition, and prospects.
EVT may not be able to keep up with EV technology developments and, as a result, its competitiveness may suffer. EVT expects to keep up with new technologies by upgrading or adapting to changes; however, there can be no assurance that EVT will be able to compete effectively with the latest technology integrated into the electric vehicles. Furthermore, developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy, may materially and adversely affect EVT's business model in ways it does not currently anticipate.
Future growth depends on the demand for, and upon consumers' willingness to adopt EV
Certain conditions in the automobile market will impact the demand for automobile sales of EVT. The demand will depend upon the adoption by consumers of new energy vehicles in general and changing consumer demands and behaviours. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. There are several factors that may influence the adoption of alternative fuel vehicles, and specifically EV. These factors include but are not limited to the limited range over which EV may be driven on a single battery charge; the decline of an EV range from deterioration over time in the battery's ability to hold a charge; improvements in the fuel economy of the internal combustion engine; and perceptions about and the actual cost of alternative fuel.
Business depends heavily on the ability to build a brand and attracting and retaining customers
EVT is heavily dependent on its ability to develop, maintain and strengthen its and the MOKE brand. Without a brand, EVT expects to lose the opportunity to build a large following of customers. Promoting and positioning EVT will likely depend significantly on its ability to produce high quality EV and services, both of which, EVT has limited experience in. EVT further expects that its ability to develop, maintain and strengthen its brand will depend on the success of user development and branding efforts, which may incur increased expenses.
Dependence on Business and Industry Expertise of Management Team
EVT is dependent on the business and industry expertise of its management team. If it is unable to rely on this business and industry expertise, or if any of the expertise is inadequately performed, the business, financial condition and results of the operations of EVT could be materially adversely affected until such time as the expertise could be replaced.
MOKE International's reliance on a limited number of manufacturers and suppliers
MOKE International does not manufacture its own Electric MOKE and relies on a limited number of thirdparty manufacturers and suppliers such as, the Fablink Group. In the event of interruption, including or resulting in a sudden failure by a supplier to meet its obligation, MOKE International may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. Thus, MOKE International's business could be adversely affected if one or more of its suppliers is impacted by any interruption at a particular location. Furthermore, if MOKE International experiences an increase in demand of the Electric MOKE, its ability to meet an increase in vehicle sales depends largely on its third-party manufacturing facilities' capacity to meet demand. If MIL is unable to adjust its manufacturing capacity, its prospects for growth and its operating results will be adversely affected.
Significant capital and high cost of MOKE International's business plan
To carry out MOKE International's proposed business plan for the next twelve months, MOKE International will require significant capital. If the funds from the sale of the Electric MOKEs, if any, are not sufficient to cover MOKE International's cash requirements, MOKE International may need to raise additional funds through the sale of equity securities. MOKE International's ability to obtain the necessary financing to carry out its business plan is subject to a number of factors, including general market conditions and investor acceptance of MOKE International's business plan. Financing might not be available to MOKE International or, if available, only on terms that are not acceptable to MOKE International. In addition, manufacturing the Electric MOKE has significant fixed costs and thus, to reach a level of profitability, MOKE International will need to hit a certain minimum vehicle sales volume level.
MOKE International's reliance on a single model of vehicles
MOKE International's success will initially depend substantially on the future sales and success of the Electric MOKE. It remains uncertain if MOKE International will introduce new vehicle models on a regular basis. As a result, if the Electric MOKE is not successful, MOKE International's operating results and financial condition will be negatively impacted and consequently, would negatively impact the Company.
The requirements of being a public company may strain EVT's resources, divert management's attention and affect its ability to attract and retain management and qualified board members
As a reporting issuer, EVT is subject to the reporting requirements of applicable securities laws of the jurisdictions in which it is a reporting issuer, the listing requirements of the NEO Exchange, and other applicable securities rules and regulations. Compliance with those rules and regulations could increase EVT's legal and financial costs, make some activities more difficult, time consuming or costly, and increase demand on EVT's systems and resources.
Enforcement of judgments against foreign persons may not be possible
Investors should be aware that some of the directors and officers of EVT will be located outside of Canada and, as a result, it may not be possible for shareholders of EVT to effect service of process within Canada upon these persons. All or a substantial portion of the assets of these persons are likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against such persons in Canada or to enforce a judgment obtained in Canadian courts against such persons outside of Canada. The directors and officers of EVT who are located outside of Canada have appointed EVT as agent for service of process.
DIVIDENDS AND DISTRIBUTIONS
Subject to the solvency restrictions in the OBCA and applicable NEO Exchange rules, there are no restrictions in the Company's articles or elsewhere that would prevent the Company from paying dividends. The Company does not intend to declare or pay any dividends in the immediate or foreseeable future. Any decision to declare or pay dividends will be made by the Board based upon the Company's earnings, financial requirements and other conditions existing at such future time.
DESCRIPTION OF CAPITAL STRUCTURE
Share Capital
The authorized share capital of the Company currently consists of an unlimited number of Common Shares. As at the date hereof, the Company had the following securities issued and outstanding: (i) 109,498,050 Common Shares, (ii) 10,455,000 Options, and (iii) 4,600,000 DSUs.
Common Shares
As at the date of this AIF, there are 109,498,050 Common Shares issued and outstanding.
The Company is authorized to issue an unlimited number of Common Shares with no par value. The holders of Common Shares are entitled to receive notice of and attend all meetings of the shareholders of the Company and are entitled to one vote in respect of each Common Share held at such meetings. Upon any liquidation, dissolution or winding-up of the Company, the holders of Common Shares are entitled to share rateably in the remaining assets of the Company. There are no pre-emptive, redemption, purchaser or conversion rights attached to the Common Shares.
Stock Option Plan
As at the date of this AIF, there are 10,455,000 Options issued and outstanding.
Pursuant to the Stock Option Plan, the Company may grant up to that number of Options that equals 10% of the number of issued and outstanding Common Shares at the time of the Options grant, from time to time. The Stock Option Plan provides that the Company cannot grant Options to any one person representing more than 5% of the outstanding Common Shares in any 12 month period; the number of Common Shares reserved for issuance on exercise of options to any consultant shall not exceed 2% of the outstanding Common Shares in any 12 month period; and the aggregate number of Common Shares reserved for issuance pursuant to Options to employees and those individuals conducting investor relations activities shall not exceed 2% of the issued and outstanding Common Shares in any 12-month period.
Under the Stock Option Plan, Options may be granted to directors, officers, employees, and certain consultants of the Company and designated affiliates. The Stock Option Plan is designed to advance the interests of the Company by encouraging directors, officers, employees, and eligible consultants to have equity participation in the Company through the acquisition of Common Shares. In determining the terms of each grant of Options, consideration is given to the participant's present and potential contribution to the success of the Company.
The terms and conditions of each Option granted under the Stock Option Plan will be determined by the Board. Options will be priced in the context of the market and in compliance with applicable securities laws and NEO Exchange policies. Consequently, the exercise price for any Option shall not be lower than the market price of the underlying Common Shares at the time of grant. Vesting terms will be determined at the discretion of the Board. The Board shall also determine the term of Options granted under the Stock Option Plan, provided that no Option shall be outstanding for a period greater than five years.
The Stock Option Plan provides for amendment procedures that specify the kind of amendments to the Stock Option Plan that will require shareholder approval. The Board believes that except for certain material changes to the Stock Option Plan it is important that the Board has the flexibility to make changes to the Stock Option Plan without shareholder approval. Such amendments could include making appropriate adjustments to outstanding options in the event of certain corporate transactions, the addition of provisions requiring forfeiture of Options in certain circumstances, specifying practices with respect to applicable tax withholdings and changes to enhance clarity or correct ambiguous provisions.
The Stock Option Plan does not provide for the transformation of Options granted under the Stock Option Plan into stock appreciation rights involving the issuance of securities from the treasury of the Company.
Directors, officers, employees and certain consultants shall be eligible to receive Options under the Stock Option Plan. Upon the termination of an optionholder's engagement with the Company, the cancellation or early vesting of any Option shall be in the discretion of the Board. In general, the Company expects that Options will be cancelled 90 days following an optionholder's termination from the Company. Options granted under the Stock Option Plan shall not be assignable.
The Company will not provide financial assistance to any optionholder to facilitate the exercise of Issuer Options under the Stock Option Plan.
DSU Plan
As at the date of this AIF, there are 4,600,000 DSUs issued and outstanding.
The Board is permitted to grant DSUs to directors, officers, employees, and consultants of the Corporation ("Eligible Persons") in such amounts as it may determine subject to the terms and vesting conditions, if any, set out in the resolution of the Board approving such grant. The DSU Plan shall remain in effect until it is terminated by the Board. Each grant of DSUs under the DSU Plan shall be evidenced by a letter of the Company (a "DSU Grant Letter"). The DSU Grant Letter entered into under the DSU Plan need not be identical and may vary from Participant (as defined in the DSU Plan) to Participant or according to the date of grant. The delivery of certificates representing the Common Shares to be issue in settlement of DSUs will be contingent upon the fulfilment of any requirements set out in the DSU Grant Letter or applicable provisions of laws.
The aggregate number of Common Shares to be reserved and set aside for issue upon the exercise or redemption and settlement for all DSUs granted under the DSU Plan is equal to 5% of the number of issued Common Shares at the date of grant of a DSU.
Under the DSU Plan, subject to and in accordance with the policies of the NEO Exchange, the Board may from time to time amend or service the terms of the DSU Plan at any time.
MARKET FOR SECURITIES
Trading Price and Volume
Common Shares
The Common Shares are listed and posted for trading on the NEO Exchange under the symbol "EVTG." The Common Shares commenced trading on the NEO Exchange on April 12, 2022. The Common Shares were delisted from trading on the NEX board of the TSXV effective April 1, 2022. The BSI Shares were halted for trading on the TSXV effective December 31, 2021 in contemplation of the announcement of the Transaction, and did not resume trading prior to the delisting.
The following table sets forth the range of high and low values and volume with respect to trading activity for the Common Shares on the NEO Exchange for the year ended December 31, 2022.
| Period | High | Low | Volume(1) |
|---|---|---|---|
| April 12-30, 2022 | 5.99 | 0.89 | 973,106 |
| May 2022 | 1.68 | 0.89 | 1,797,886 |
| June 2022 | 1.37 | 0.415 | 1,406,036 |
| July 2022 | 1.73 | 0.55 | 2,261,990 |
| August 2022 | 1.55 | 0.81 | 1,723,622 |
| September 2022 | 1.35 | 0.71 | 1,604,682 |
| October 2022 | 0.90 | 0.42 | 1,353,531 |
| November 2022 | 0.71 | 0.30 | 1,997,349 |
| December 2022 | 0.35 | 0.15 | 1,340,417 |
Prior Sales
Other than the Common Shares and as set forth below, we have not issued any securities in the financial year ended December 31, 2022.
| Date of Issue | Number and Type of Securities | Issue Price/Exercise Price |
|---|---|---|
| April 4, 2022 | 10,005,359 BSI Shares1 | $0.2631 |
|---|---|---|
| April 7, 2022 | 96,075,470 Common Shares2 | $1.00 |
| April 12, 2022 | 9,750,000 Options3 | $1.00 |
| April 18, 2022 | 4,500,000 DSUs4 | N/A |
| April 13, 2022 | 705,000 Options5 | $2.00 |
| May 5, 2022 | 250,000 DSUs6 | N/A |
| October 6, 2022 | 70,000 Options7 | $0.49 |
| November 29, 2022 | 1,250,000 DSUs8 | N/A |
Notes:
-
Issued on a pre-Consolidation basis. See above "General Development of the Business – Subscription Receipt Financing, Shares for Debt and Share Consolidation" for more information.
-
Issued to the former shareholders of Prior EVT, including the prior holders of the Subscription Receipts, pursuant to the terms of the Amalgamation Agreement at a deemed price per share of $1.00. See above "General Development of the Business – The Transaction and Listing on NEO Exchange" for more information.
-
EVT granted an aggregate of 9,750,000 Options to certain directors, officers and consultants of EVT, each of which is exercisable at a price of $1.00 per Common Share for a period of five years from issuance.
-
EVT granted an aggregate of 4,500,000 DSUs to certain directors, officers and consultants of EVT, each of which vests over a period of 24 months from the date of issuance.
-
EVT granted an aggregate of 705,000 Options to certain directors, officers and consultants of EVT, each of which is exercisable at a price of $2.00 per Common Share for a period of seven years from issuance.
-
EVT granted 250,000 DSUs to a consultant of EVT, vesting over a period of 24 months from the date of issuance.
-
EVT granted an aggregate of 70,000 Options to the Chief Operating Officer of MOKE France, which is exercisable at a price of $0.49 per Common Share for a period of five years from the date of issuance.
-
EVT granted 1,250,000 DSUs to a consultant and director of EVT, vesting over a period of 24 months from the date of issuance.
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER
As at the date hereof, none of the Common Shares are held in escrow or are subject to a contractual restriction on transfer.
DIRECTORS AND OFFICERS
Directors, Officers, and Promoters
The following are the names and municipalities of residence of each director and officer of EVT, the positions and offices held with EVT, their respective principal occupations within the five preceding years and the number and percentage of the Common Shares held by each of them as of the date hereof. Each director will hold office until the next annual meeting of EVT unless his office is earlier vacated in accordance with the OBCA.
| Name, Province andCountryof Residence | Position Held with theCompany | CommitteeMembership | Principal Occupation forthe last five years | Number andPercentage ofCommonShares |
|---|---|---|---|---|
| Wouter Witvoet | Chief Executive Officer | N/A | Founder and CEO of EV | 12,163,100 |
| Zug, Switzerland | & Executive Chairman | Technology Group | 11.11% |
| Name, Province andCountryof Residence | Position Held with theCompany | CommitteeMembership | Principal Occupation forthe last five years | Number andPercentage ofCommonShares |
|---|---|---|---|---|
| Oliver FrancoisRoussy NewtonZug, Switzerland | President & Director | N/A | Founder of Latent Capital | 8,881,5008.11% |
| David MaherNew South Wales,Australia | Chief Operating Officer | N/A | Engagement Manager atMcKinsey & Company(Leader in the Firm'sprivate equity and strategypractises)Head of MarketingOperations at Lazada(South-East Asia's leadinge-commerce unicorn; partof Alibaba Group) | 1,614,0001.47% |
| Ryan PtolemyOntario, Canada | Chief Financial Officer | N/A | Financial consultant orCFO to private and publiccompanies | Nil |
| Kenny ChoiOntario, Canada | Corporate Secretary | N/A | Lawyer | Nil |
| Jon FosterCalifornia, U.S.A. | Director | Audit CommitteeCompensation,Nomination andGovernanceCommittee | Chief Financial Officer ofvarious private and publiccompanies | Nil |
| Kent ThextonOntario, Canada | Director | Audit CommitteeCompensation,Nomination andGovernanceCommittee | President and CEO ofSierra Wireless | Nil |
| Manpreet SinghWashington, D.C.,U.S.A. | Director | Audit CommitteeCompensation,Nomination andGovernanceCommittee | Founder and ChiefInvestment Officer ofSingh Capital Partners | 1,635,0001.49% |
| Wijnand DonkersNetherlands | Director | None | Senior Adviser toCerberus CapitalManagement | 1,410,0001.28% |
Cease Trade Orders
To the best of the knowledge of the Company, no director or executive officer of the Company is, as at the date of this Annual Information Form, or was within ten years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company (including EVT) that: (a) was the subject of an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. For the purposes of this paragraph, "order" means a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.
Bankruptcy and Insolvency
To the best of the knowledge of the Company, no director or executive officer of the Company: (a) is, as at the date of this Annual Information Form, or within 10 years before the date of this Annual Information Form, has been a director, executive officer of a corporation (including EVT) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.
Penalties or Sanctions
To the best of the Company's knowledge, no director or executive officer of the Company or shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
Conflicts of Interest
Some of our existing directors or officers are also directors and officers of other companies and have other business interests which may prove to be of interest to us, which may be competitive to the interests of the Company or which may be current or future strategic partners. It is possible, therefore, that a conflict may arise between their duties as directors or officers of our company and their duties as directors or officers of such other companies. We require that such individuals disclose all such conflicts in accordance with the requirements of the OBCA and that they govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.
AUDIT COMMITTEE DISCLOSURE
Audit Committee Charter
The Audit Committee has adopted a written charter setting out its mandate and responsibilities. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities relating to financial accounting and reporting processes and internal controls. The Audit Committee's primary duties and responsibilities are to: (i) recommend to the Board the appointment and compensation of the Company's external auditor; (ii) oversee the work of the external auditor, including the resolution of disagreements between the external auditor and management; (iii) pre-approve all non-audit services (or delegating such pre-approval if and to the extent permitted by law) to be provided to the Company by the Company's external auditor; (iv) satisfy themselves that adequate procedures are in place for the review of the Company's public disclosure of financial information, other than those described in (vii) below, extracted or derived from its financial statements, including periodically assessing the adequacy of such procedures; (v) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; (vi) review and approve any proposed hiring of current or former partners or employees of the current and former auditor of the Company; and (vii) review and approve the annual and interim financial statements, related MD&A and other financial information provided by the Company to any governmental body or the public. The Audit Committee is responsible for inquiring of management and the external auditors about significant risks or exposures, both internal and external to which the Company may be subject and assessing the steps management has taken to minimize such risks. The Audit Committee is also responsible for establishing and implementing procedures in respect of complaints and submissions relating to accounting matters and the approval of non-audit services by the external auditors.
Composition of the Audit Committee
The Audit Committee has been constituted to oversee the financial reporting processes of the Company and is comprised of three independent directors; namely Jon Foster, Kent Thexton and Manpreet Singh. Each member of the Audit Committee is also a director on the Board, and is "independent", as such term is defined within the meaning of National Instrument 52-110. Each member of the Audit Committee is financially literate and possesses extensive financial knowledge, experience and comprehension of financial statements. All of the Audit Committee members have experience in financial matters; each has an understanding of accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields.
Relevant Education and Experience
Each member of the Audit Committee has experience relevant to his or her responsibilities as an Audit Committee member.
Jon Foster
Jon Foster has served as CFO for a number of leading edge technology companies, including Zoox, a developer of autonomous electric vehicles, prior to its acquisition by Amazon in 2020. Foster currently serves as a member of the board of directors of Udelv (autonomous electric delivery vehicles) and Verdant Robotics (autonomous farming). Before moving to California, he served as Deputy Director of the Office of Science and Technology Policy in the White House under President Bill Clinton. He holds a BS in Mechanical Engineering from Yale, and a JD from Harvard.
Kent Thexton
Kent Thexton is a technology industry veteran. Kent recently retired as CEO of Sierra Wireless, a global leader in IoT Solutions. Prior to that Kent was a leader in the Canadian Venture Capital market as a Managing Partner at OMERS Ventures (2014-16) and then founding and building ScaleUP Ventures. Kent has significant public board of directors experience, Sierra Wireless from 2005 to 2018 with the last 3 years as Chairman, Redknee Solutions from 2005 to 2016, O2 PLC (FTSE, NYSE). Kent has also provided leadership on numerous private company boards. Kent's early career was in Telecoms, with 8 years in Toronto at Rogers Wireless (Cantel) through to COO and 6 years in the UK with BT and O2 as Chief Marketing and Product Officer and on the board of directors.
Manpreet Singh
Manpreet Singh, CFA, is the founder and Chief Investment Officer of Singh Capital Partners (SCP), a multifamily office that directs investments into venture capital, private equity, and real estate. SCP invests capital on behalf of Fortune 500 CXOs, unicorn founders, and operators and has executed investments in North America, Europe, and Asia. Mr. Singh has made over 50 private investments over the last decade including Baazarvoice, Alibaba, Uber, Spotify, Duo, PayTM, Impossible Foods, Cohesity, DocSend, SoFi, Carta, SpaceX, MindBody, Robinhood, and Postmates. Prior to starting SCP, Mr. Singh was the CoFounder and President of TalkLocal, a venture backed local services marketplace that serviced customers in 49 states and placed over 2 million calls to contractors. Prior to TalkLocal, Mr. Singh was the longest tenured employee at Profit Investment Management (PIM), a DC-based firm where he helped to grow assets under management from US$20 million to over US$2 billion through various roles in trading, marketing, research, investing, and operations. He was eventually responsible for managing over $1 billion invested across technology companies globally while at the firm. Mr. Singh serves on the boards of Acquco, US Inspect, Snowball Industries, Embrace Software, Shukr Investments, TalkLocal, the Suburban Hospital Foundation, and the Dingman Center at the Smith School of Business. Mr. Singh received his MBA from the Wharton School of Business in Entrepreneurship, Finance, and Real Estate. He also holds a B.S. in Finance with a citation in Entrepreneurship from the University of Maryland, College Park, and is a CFA charterholder.
Reliance on Certain Exemptions
Prior to the completion of the Transaction, the Company was listed on the TSXV and relied on the exemption provided in section 6.1 with respect to parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations) of the National Instrument 52-110 – Audit Committees (the "Instrument").
Since the completion of the Transaction, the Company is no longer a "venture issuer" and has not relied on the exemptions contained in sections 2.4 (De Minimis Non-Audit Services), subsection 3.2 (Initial Public Offerings), subsection 3.4 (Events Outside Control of Member), subsection 3.5 (Death, Incapacity or Resignation) or Part 8 (Exemptions) of the Instrument.
Audit Committee Oversight
At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.
Pre-Approval Policies and Procedures
The Audit Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditor. The Audit Committee may delegate to one or more independent members on the Audit Committee the authority to pre-approve non-audit services.
External Auditor Service Fees
The aggregate paid or accrued by the Company with respect to fees payable to McGovern Hurley LLP, the current external auditors for the Company, for audit, audit related, tax and other services in the fiscal years ended July 31, 2021 and December 31, 2022 were as set out below.
| Financial Year Ending | Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) |
|---|---|---|---|---|
| December 31, 2022 | $57,000 | Nil | Nil | Nil |
| July 31, 2021 | $18,000 | Nil | Nil | Nil |
Notes:
-
"Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of the Company's financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
-
"Audit-Related Fees" include fees for services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
-
"Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
-
"All Other Fees" include all other non-audit services.
The aggregate paid or accrued by Prior EVT with respect to fees payable to McGovern Hurley LLP for audit, audit related, tax and other services in the fiscal year ended December 31, 2021 were as set out below.
| Financial Year Ending | Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) |
|---|---|---|---|---|
| December 31, 2021 | $35,000 | Nil | $5,000 | Nil |
Notes:
-
"Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of Prior EVT's financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
-
"Audit-Related Fees" include fees for services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
-
"Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
-
"All Other Fees" include all other non-audit services.
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Except as otherwise disclosed in this Annual Information Form, no director or executive officer of the Company and, to the knowledge of the directors and executive officers of the Company, none of their respective associates or affiliates, nor any person who beneficially owns or exercises control or direction, directly or indirectly, over more than 10% of the Company's outstanding Common Shares, nor their respective associates or affiliates, has had any material interest, direct or indirect, in any transaction within our three most recently completed financial years or in any proposed transaction which has materially affected or is reasonably expected to materially affect the Company or any of its subsidiaries on a consolidated basis.
The following table sets out details regarding security holders that hold, directly or indirectly, beneficial interest over more than 10% of the Company:
| Name of Shareholder | Number of Shares Beneficially Owned | Percentage | Type of Ownership |
|---|---|---|---|
| Wouter Witvoet | 12,163,100 | 11.11% | Direct and Beneficial |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Company is not aware of any legal proceedings to the Company to which it is a party, or that any of the Company's property is or was the subject of, during the financial year ended December 31, 2022; nor is the Company aware of any such legal proceedings being contemplated.
To the best of the Company's knowledge, EVT is not currently a party to any regulatory investigation or proceeding or subject to any potential penalty or sanction, individually or in the aggregate, relating to securities legislation, which is likely to have a material adverse effect on the business, operations or financial condition of the Company as a whole. Further, the Company has not entered into any settlement agreements before a court or regulatory authority relating to securities legislation during the financial year ended December 31, 2022.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our Common Shares is Odyssey Trust Company at its principal office in Calgary, Alberta.
MATERIAL CONTRACTS
Except as follows, neither the Company nor Prior EVT entered into any material contracts outside the ordinary course of business during the twelve months ended December 31, 2022 that are still in effect, other than:
- (a) the MIL Investment Agreement;
- (b) the MOKE Share Exchange Agreement;
- (c) the MOKE Dealer Agreement;
- (d) the Amalgamation Agreement;
- (e) the Subscription Receipt Agreement;
- (f) the MIL Definitive Agreement; and
- (g) the Fablink Definitive Agreement.
INTERESTS OF EXPERTS
McGovern Hurley LLP, the external auditors of the Company, provided the auditors report on the financial statements of the Company for the fiscal year ended December 31, 2022.
McGovern Hurley LLP has advised the Company that they are independent of the Company within the meaning of the Rules of Professional Conduct of Chartered Professional Accountants of Ontario (registered name of The Institute of Chartered Accountants of Ontario). None of the directors, officers or employees of McGovern Hurley LLP, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any of associate or affiliate of the Company.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found under the Company's SEDAR profile at www.sedar.com.
Additional information relating to the Company, including directors' and officers' remuneration and indebtedness, and securities authorized for issuance under the Company's equity compensation plans, if applicable, may be found in the Company's filing statement dated April 4, 2022 and the Company's management information circular prepared and filed in connection with our annual meeting of shareholders held on January 19, 2022, both of which are available on the Company's SEDAR profile at www.sedar.com.
Additional financial information is provided in the Company's financial statements and management's discussion and analysis for the year ended December 31, 2022.