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), announces that further to its previously announced bought deal offering (the “Offering”) on June 11, 2019, it has entered into an underwriting agreement with a syndicate of underwriters led by TD Securities Inc., and including Canaccord Genuity Corp., Cormark Securities Inc. and Desjardins Securities Inc. (collectively, the “Underwriters”) who have agreed to buy on a bought deal basis 700,000 common shares of TeraGo (“Common Shares”) at a price of $11.00 per Common Share (the “Offering Price”) for gross proceeds of $7,700,000. In connection with the Offering, the Company has also filed today a preliminary short form prospectus (the “Preliminary Prospectus”).
In addition, the Company has also granted the Underwriters an over-allotment option (the “Over- Allotment Option”) to purchase up to an additional 105,000 Common Shares, exercisable at any time up to 30 days after the closing of the Offering at a price equal to the Offering Price. In the event the Over-Allotment Option is exercised in full, the gross proceeds to TeraGo will be $8,855,000.
The Offering is anticipated to close on or about July 3, 2019 and is subject to certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange and the securities regulatory authorities.
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 Preliminary Prospectus.
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.
The Preliminary Prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each province of Canada. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from TD Securities Inc., TD Tower, 9th Floor, 66 Wellington Street, Toronto, Ontario, M5K 1A2 (email: firstname.lastname@example.org). A copy of the Preliminary Prospectus can also be obtained under the Company’s corporate profile on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.
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 size of the Offering, the intended use of proceeds of the Offering, and the proposed closing date 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 is subject to risks, uncertainties and assumptions, including risks relating to the inability of the Company to complete the Offering, the availability of 5G radio equipment which is currently delayed in the market 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, 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 Preliminary Prospectus and the annual MD&A of the Company for the year ended December 31, 2018, which is available on www.sedar.com under the Company’s corporate profile. Factors that could cause actual results or events to differ materially include the ability to settle the terms of the Offering and to satisfy conditions of the Offering, the failure to receive regulatory approvals with respect to the Offering, changes in the Canadian securities markets and the inability of the Company to launch a successful 5G fixed wireless business. Accordingly, readers should not place undue reliance on forward-looking statements as a number of factors 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