NOT FOR DISTRIBUTION TO US NEWS SERVICES OR FOR DISTRIBUTION IN THE USA
TORONTO, Oct. 22, 2025 (GLOBE NEWSWIRE) — TeraGo Inc. (“TeraGo” or “Issuer“) (TSX:TGO): This press release is distributed by EdgePoint Investment Group Inc. (“EdgePoint“) and Cymbria Corporation (“Cimbria“, and in collaboration with EdgePoint, “Acquirer“), an account managed by EdgePoint, to announce the completion of the previously announced:
- acquisition by Cymbria of 4,761,904 ordinary shares of the Issuer (“Stock“) pursuant to a rights offering undertaken by the Issuer (“Offering rights“); And
- acquisition by Cymbria of warrants to purchase ordinary shares of the Issuer (“Warrants“) to acquire an aggregate of 1,603,377 Shares in connection with the refinancing of the secured credit facility (“Credit line“) by Terago Networks Inc. (“Terago Networks“), a subsidiary of the Issuer, pursuant to an amended and restated credit and guarantee agreement entered into by, among other things, EdgePoint, Terago Networks and the Issuer (“New loan agreement“). Each such warrant entitles the holder thereof to subscribe for and purchase one Share at a price of $0.84 per share at any time prior to 5:00 p.m. (EST) prior to October 21, 2030.
The shares acquired by Cymbria pursuant to the Rights Offering were purchased at a price of US$0.84 per share for a total consideration of US$3,999,999.36.
The warrants issued to Cymbria pursuant to the New Credit Agreement were issued to TeraGo in connection with the refinancing of the Credit Facility, the refinancing of which was financed by Cymbria and other lenders pursuant to the New Credit Agreement.
Immediately prior to the completion of the Rights Offering and the transactions contemplated by the New Credit Agreement, EdgePoint controlled and Cymbria owned 4,706,715 Shares and warrants to purchase 854,100 Shares (which, after full exercise of such warrants, represented approximately 26.6% of the then outstanding TeraGo Shares).
Upon completion of the Rights Offering and the transactions contemplated by the New Credit Agreement, EdgePoint will have control of, and Cymbria will be the beneficial owner of, 9,468,619 Shares and warrants to purchase 2,457,477 Shares (representing, after exercise of all such warrants, approximately 28.77% of the outstanding TeraGo Shares).
The acquisitions of the Issuer's securities described herein were made in the ordinary course of business and for investment purposes. EdgePoint may acquire or dispose of ownership, control or management of an issuer's securities or may enter into derivatives or other transactions with respect to such securities on behalf of accounts it manages. Cymbria may acquire or dispose of ownership, control or management of additional securities of the Issuer or may enter into derivatives or other transactions with respect to such securities. Any acquisition or disposal may be carried out through market transactions, private agreements, subscription from the treasury or otherwise.
The Early Warning Report will be filed by the Acquiror in accordance with applicable securities laws and will be available on the Issuer's SEDAR+ profile at: www.sedarplus.ca. A copy of the Early Warning Report may also be obtained by contacting Sayuri Childs, EdgePoint Director of Compliance, at (416) 963-9353. EdgePoint's head office is located at 150 Bloor St. West, Suite 700, Toronto, Ontario, M5S 2X9. The Issuer's head office is located at 55 Commerce Valley Drive West, Suite 800, Thornhill, Ontario, L3T 7V9.
