/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, Sept. 17,
2024 /CNW/ - NTG Clarity Networks Inc. (TSXV:
NCI) (OTC: NYWKF) (the "Company" or
"NTG"), has entered into an agreement with Canaccord
Genuity Corp. ("Canaccord" or the "Agent") to act as
sole agent and bookrunner in connection with a best efforts private
placement, under the Listed Issuer Financing Exemption (as defined
herein), for gross proceeds of up to C$6.0
million (the "Offering") from the sale of up to
4,285,715 units of the Company (each, a "Unit") at a price
of C$1.40 per Unit (the "Issue
Price").
Each Unit will consist of one common share of the Company (a
"Common Share"), and one half of one common share purchase
warrant (each whole warrant, a "Warrant"). Each
Warrant will entitle the holder thereof to purchase one Common
Share at a price of C$2.00 at any
time on or before the date which is twenty-four months after the
closing date of the Offering (the "Closing Date").
The Company intends to use the net proceeds of the Offering to
support the expansion and delivery of digital transformation
solutions through the Company's Egypt Offshore Centre and Saudi
sales office and for working capital and general corporate
purposes.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106"), the Offering is being made to
purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer
financing exemption under Part 5A of NI 45-106 (the "Listed
Issuer Financing Exemption"). The securities offered under the
Listed Issuer Financing Exemption will not be subject to a hold
period in accordance with applicable Canadian securities laws.
There is an offering document (the "Offering Document")
related to the Offering that can be accessed under the Company's
profile at www.sedarplus.ca and on the Company's website at:
www.ntgclarity.com. Prospective investors should read this Offering
Document before making an investment decision.
The Agent will also be entitled to offer the Units for sale
pursuant to available exemptions from the prospectus requirements
under applicable Canadian securities laws other than the Listed
Issuer Financing Exemption, in the United
States pursuant to available exemptions from the
registration requirements of the United States Securities
Act of 1933 (the "1933 Act"), as amended, and in those
other jurisdictions outside of Canada and the
United States provided it is understood that no prospectus
filing or comparable obligation arises in such other jurisdiction.
All securities not issued pursuant to the Listed Issuer Financing
Exemption will be subject to a hold period in accordance with
applicable Canadian securities law, expiring four months and one
day following the closing date of the Offering.
The Company expects to close the Offering on or about the week
of September 30th, 2024
and is subject to certain conditions including, but not limited to,
the receipt of all necessary regulatory approvals, including the
approval of the TSX Venture Exchange.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the 1933
Act or under any U.S. state securities laws, and may not be offered
or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the 1933 Act, as amended, and
applicable state securities laws.
About NTG Clarity Networks Inc.
NTG Clarity Networks' vision is to be a global leader in digital
transformation solutions. As a Canadian company established in
1992, NTG Clarity has delivered software, networking, and IT
solutions to large enterprises including financial institutions and
network service providers. More than 700 IT and network
professionals provide design, engineering, implementation, software
development and security expertise to the industry's leading
enterprises.
Forward Looking Information
Certain statements in this release, other than statements of
historical fact, are forward looking information that involves
various risks and uncertainties. Such statements relating to, among
other things, the completion of the Offering and the use of
proceeds of the Offering, are necessarily subject to risks and
uncertainties, some of which are significant in scope and
nature.
These uncertainties may cause actual results to differ from
information contained herein. There can be no assurance that such
statements will prove to be accurate. Actual results and future
events could differ materially from those anticipated in such
statements. These and all subsequent written and oral
forward-looking statements are based on the estimates and opinions
of the management on the dates they are made and expressly
qualified in their entirety by this notice. The Company assumes no
obligation to update forward looking statements should
circumstances or management's estimates or opinions change.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE NTG Clarity Networks Inc.