/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/
TORONTO, June 4, 2018 /CNW/ - TeraGo Inc.
("TeraGo" or the "Company") (TSX: TGO,
www.terago.ca), announces that further to its previously announced
bought deal offering (the "Offering") on May 29, 2018, it has entered into an underwriting
agreement with a syndicate of underwriters led by TD Securities
Inc., and including Cormark Securities Inc. and Desjardins
Securities Inc. (collectively, the "Underwriters") who have
agreed to buy on a bought deal basis 1,133,000 common shares of
TeraGo ("Common Shares") at a price of $5.30 per Common Share (the "Offering
Price") for gross proceeds of $6,004,900. 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 169,950 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
$6,905,635.
The Offering is anticipated to close on or about June 18, 2018 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 its acquisition of six 24 GHz spectrum licences for which it
is currently leasing and any associated costs of such acquisition,
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: sdconfirms@td.com). 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.
Forward-Looking Statements
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, the proposed closing date of the Offering and the
proposed acquisition by the Company of additional spectrum. 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 and the proposed acquisition of additional
spectrum 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,
2017, 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, the
inability to satisfy conditions of the proposed acquisition of
additional spectrum (including an inability to pay the purchase
price), the failure to receive ISED approval with respect to the
proposed acquisition of additional spectrum, and certain
counterparty risks in dealing with the current holder of the 24 GHz
spectrum licences from whom the Company will be acquiring the
licences from. 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.
About TeraGo
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 and Winnipeg. TeraGo Networks is a Competitive
Local Exchange Carrier (CLEC) and was recognized by IDC as a
Major Player in MarketScape Cloud
Vendor Assessment. TeraGo Networks was also selected as one of
Canada's Top Small and Medium
Employers for 2017.
For more information about TeraGo, please visit
www.terago.ca.
SOURCE TeraGo Inc.