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 suman@steeresg.com STEER 100 Consilium
Pl, Unit 400 Scarborough, ON Canada M1H 3E3 www.steeresg.com
Forward-Looking Information
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230519005420/en/
For further information: Company Contact: Suman Pushparajah,
suman@steeresg.com Media Contact: Maria Verbytska,
maria@steeresg.com, Tel: 1-888-300-2228
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