/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 17, 2019 /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 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: 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, 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.
About TeraGo
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.
SOURCE TeraGo Inc.