THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
TeraGo Inc. (“TeraGo” or the “Company”) (TSX: TGO, www.terago.ca), is pleased to announce that it has closed its previously announced bought deal offering (the “Offering”), including the exercise in full of the underwriters’ over-allotment option. The Company issued and sold today an aggregate of 805,000 Common Shares at a price of $11.00 per Common Share for gross proceeds of $8,855,000.
The Offering was carried out pursuant to an underwriting agreement dated June 17, 2019 with a syndicate of underwriters led by TD Securities Inc., and included Canaccord Genuity Corp., Cormark Securities Inc. and Desjardins Securities Inc. (collectively, the “Underwriters”).
The Company intends to use the net proceeds of the Offering to fund technical and customer trials related to 5G technology in support of launching 5G fixed wireless services in Canada and for general corporate purposes, as further disclosed in the final short form prospectus dated June 24, 2019 (the “Final Prospectus”).
Immediately prior to the closing of the Offering, Second Alpha Partners, LLC, Second Alpha Partners I (A), L.P. and Second Alpha Partners I (B), L.P. (collectively, “Second Alpha”) owned both of the Company’s issued and outstanding Class B Shares, which entitled Second Alpha to nominate and elect one director for each Class B Share held. Following the closing of the Offering, Second Alpha owned approximately 19.84% of the issued and outstanding Common Shares and in accordance with the Company’s articles the Company redeemed one of the two Class B Shares previously owned by Second Alpha. See the Final Prospectus for additional information.
Due to the director vacancy created by the Company’s redemption of the Class B Share, the Board has determined in good faith and in the best interests of the Company, for the purposes of board continuity and to facilitate the discharge of its duties as a board, to retain Mr. James Sanger as a director. Mr. Sanger would have otherwise resigned as one of the Second Alpha director nominees. Mr. Sanger will remain on the board as an appointee of the board and will hold such office until the close of the next annual meeting of shareholders or until his successor is elected or appointed.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This news release includes certain forward-looking statements that are made as of the date hereof. Such forward-looking statements may include, but are not limited to, statements relating to the intended use of proceeds of the Offering. All such statements constitute “forward-looking information” as defined under, applicable Canadian securities laws. Any statements contained herein that are not statements of historical facts constitute forward-looking information. The forward-looking statements reflect the Company’s views with respect to future events and are subject to risks, uncertainties and assumptions, including risks relating to the availability of 5G radio equipment that will be suitable and allow the Company to carry out its technical and customer trials, the inability of the Company to obtain successful results from these trials, the inability of the Company to successfully launch a 5G fixed wireless business, and future regulatory decisions that would be unfavourable to the Company and/or the spectrum licences it currently holds, and those risks set forth in the “Risk Factors” sections in each of the Final Prospectus and the annual MD&A of the Company for the year ended December 31, 2018, which are available on www.sedar.com under the Company’s corporate profile. Accordingly, readers should not place undue reliance on forward-looking statements as a number of factors, including the risks referred to above, could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed with the forward-looking statements. Except as may be required by applicable Canadian securities laws, TeraGo does not intend, and disclaims any obligation, to update or revise any forward looking statements whether in words, oral or written as a result of new information, future events or otherwise.
TeraGo owns a national spectrum portfolio of exclusive 24GHz and 38GHz wide-area spectrum licences including 2,120 MHz of spectrum across Canada’s 6 largest cities. TeraGo provides businesses across Canada with Cloud, Colocation and Connectivity services. TeraGo manages over 3,000 Cloud workloads, operates five data centres in the Greater Toronto Area, the Greater Vancouver Area, and Kelowna, and owns and manages its own IP network. The Company serves business customers in major markets across Canada including Toronto, Montreal, Calgary, Edmonton, Vancouver, Ottawa and Winnipeg.
For more information about TeraGo, please visit www.terago.ca.
TeraGo Investor Relations
Dennis Fong, LodeRock Advisors