TORONTO–(BUSINESS WIRE)–$STEEF #Technology–STEER Technologies Inc. (“STEER” or the “Company”) (TSXV: STER) (OTCQX: STEEF), an integrated ESG technology platform, would like to provide an update that, further to its press release dated May 3, 2023, Staff of the Ontario Securities Commission (the “OSC”) today held a Tribunal Hearing related to its Settlement Agreement (the “Agreement”) with STEER and proceeded to approve said Agreement so as to serve the public interest.
The Agreement resolves issues primarily relating to the Company’s continuous disclosure between April 2020 and January 2021 (the “Material Time”) and specifically resolved (i) six news releases issued by the Company during the Material Time that did not contain adequate disclosure regarding the capabilities and consumer readiness of its COVID-19 digital contact-tracing platform, TraceSCAN, (ii) that the Company failed to correct forward-looking information contained in a news release after it had become clear that the information was inaccurate, (iii) that the Company’s corrective news release prepared on OSC’s request as part of Continuous Disclosure Review in April, 2021, did not achieve the intended effect of clarifying the development stages of TraceSCAN throughout 2020 and (iv) that the Company did not explain the change in the anticipated TraceSCAN V2 release in its Management Discussion and Analysis (“MD&A”) for the three months ended March 31, 2021. Moreover, the Agreement resolves issues relating to the Company’s relationship with Medtronics Online Solutions Ltd. (“Medtronics”), specifically the fact that STEER did not take steps to stop an entity directly related to Medtronics from releasing overly promotional content about STEER before and during STEER’s relationship with Medtronics. STEER acknowledges that engaging in the conduct described above resulted in non-compliance with Ontario Securities Law and conduct contrary to the public interest.
STEER and its management are committed to meeting corporate disclosure standards and regret that they did not satisfy such standards during the Material Time. As a result of the inquiry by OSC Staff, the Company has already taken steps to improve its continuous disclosure. Under the terms of the Agreement, the Company will take several additional steps to comply with its continuous disclosure requirements.
Pursuant to the Agreement, STEER has agreed to pay an administrative penalty in the amount of $300,000, institute a number of requirements of its Disclosure Committee, submit its disclosure policies, governance framework and quarterly reviews of disclosure practices to a review by a consultant acceptable to the OSC, and pay the costs of the OSC investigation in the amount of $40,000. Moreover, Sayan Navaratnam, STEER’s CEO and Chairman of the Board during Material Time, has agreed to pay an administrative penalty in the amount of $75, 000, complete a course on disclosure issues satisfactory to the OSC, be prohibited from becoming or acting as a director of a reporting issuer, other than STEER and its affiliates, for three years, and pay the costs of the OSC investigation in the amount of $15,000; Suman Pushparajah, STEER’s COO and leader of “Facedrive Health”, a division which oversaw the development of TraceSCAN, has agreed to make a voluntary payment to the OSC in the amount of $50,000, be prohibited from certifying an interim or annual filing until he has completed the course on disclosure issues satisfactory to the OSC, be prohibited from becoming or acting as a director of a reporting issuer, other than STEER and its affiliates, for two years, and pay the costs of the OSC investigation in the amount of $15,000; and Junaid Razvi, the Chair of STEER’s Disclosure Committee, as well as Director, Vice President and Corporate Secretary of STEER during the Material Time, has agreed to pay an administrative penalty in the amount of $40,000, complete a course on disclosure issues satisfactory to the OSC, be prohibited from becoming or acting as a director of a reporting issuer, other than STEER and its affiliates, for two years, and pay the costs of the OSC investigation in the amount of $15,000.
Below is a summary of actions STEER has already taken in response to the inquiry by the OSC. In connection with the OSC’s review of STEER‘s continuous disclosure, the Company voluntarily took the following actions before entering into the Agreement:
- hired internal legal counsel;
- created a special committee of independent directors to investigate and review circumstances related to disclosure issues raised by the OSC during the Continuous Disclosure Review;
- revised its existing disclosure policy, including by having external legal counsel review all of its continuous disclosure;
- changed the composition of its Disclosure Committee to include its internal legal counsel.
“We are pleased to reach this agreement with the OSC. The measures announced today demonstrate our commitment to fulsome and balanced disclosure. We would like to note that, while the Material Time occurred over two years ago, while STEER was a much younger company that was trying to innovate during a global health crisis, we take full responsibility for the Company’s disclosure shortfalls and are determined to institute all necessary measures to ensure compliance moving forward. With this matter behind us, we can direct all our focus to STEER’s exciting future,” said Suman Pushparajah, CEO of STEER.
About the Company
STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on-demand services. The Company’s goal is to build a one-of-a-kind ecosystem that aggregates conscientious users, through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company’s offerings generally fall into two categories: subscription-based offerings led by its flagship electric vehicle subscription business, STEER EV, and on-demand services incorporating delivery, Restaurant Supply Business, Delivery-as-a-Service (DaaS) and rideshare businesses. The Company’s platform is also powered by EcoCRED, its big data, analytics and machine learning engine which seeks to capture, analyze, parse and report on key data points in ways that measure the Company’s impact on carbon reductions and offsets.
For more about the Company, visit www.steeresg.com.
Suman Pushparajah, CEO
100 Consilium Pl, Unit 400
Canada M1H 3E3
Certain information in this press release contains forward-looking information, including with respect to the upcoming hearing involving the Capital Markets Tribunal. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this press release. Actual results and the timing of future events, such as those pertaining to the date of the hearing and the Tribunal’s review of the Settlement Agreement, may differ materially from those anticipated in the forward-looking information as a result of various factors. Information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements. In particular, statements pertaining to the timing, terms and completion of the hearing, STEER’s expectations regarding the upcoming hearing constitute forward-looking information.
See “Forward-Looking Information” and “Risk Factors” in the Company’s Annual Management Discussion & Analysis (MD&A) for the year ended December 31, 2022 (filed on SEDAR on May 1, 2023) for a discussion of the uncertainties, risks and assumptions associated with these statements and other risks. Readers are urged to consider the uncertainties, risks and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation and regulatory requirements.
The TSXV has in no way passed upon the merits of the Agreement and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Company Contact: Suman Pushparajah, email@example.com
Media Contact: Maria Verbytska, firstname.lastname@example.org, Tel: 1-888-300-2228