TGO TeraGo Inc

TeraGo Inc. (“TeraGo” or the “Company”) (TSX: TGO, www.terago.ca), has announced today that it has commenced an overnight marketed offering of units (the "Units") for gross proceeds of approximately $15 million (the "Offering"). Each Unit shall be comprised of one common share ("Share") and one-half of a common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant will entitle the holder to acquire one Share from the Company for a period of 18 months following closing of the Offering. The Offering is being conducted by a syndicate of underwriters led by TD Securities Inc. (the "Underwriters").

TeraGo has granted the Underwriters an over-allotment option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the total number of Units, Shares and/or Warrants or any combination thereof sold under the Offering to cover over-allotments, if any (the “Over-Allotment Option”).

The Offering will be priced in the context of the market with the price and other final terms to be determined at the time of entering into an underwriting agreement for the Offering. Closing of the Offering will be subject to customary closing conditions, including listing of the Shares on the Toronto Stock Exchange and all required approvals.

The Company intends to use the net proceeds of the Offering in support of the Company's proposed launch of 5G fixed wireless services in Canada to continue testing and trialling 5G technology, upgrade its core network and support its current networking business. In addition, portions of the net proceeds will be used to repay indebtedness and for general corporate purposes.

The Units will be offered by way of a short form prospectus in all provinces of Canada and may also be offered in the United States to qualified institutional buyers pursuant to Rule 144A of the U.S. Securities Act of 1933 (the "U.S. Securities Act").

A preliminary short form prospectus containing important information about the Units has been filed with securities regulatory authorities in all provinces of Canada. The preliminary short form prospectus is subject to completion or amendment. Copies of the preliminary short form prospectus may be obtained by from TD Securities Inc., TD Tower 9th Floor, 66 Wellington Street West, Toronto, Ontario M5K 1A2 (email: sdconfirms@td.com). A copy of the preliminary short form prospectus can also be obtained under TeraGo's corporate profile on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final short form prospectus has been issued.

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 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.

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 proposed upgrades to the Company’s core network, the Company’s continued testing and trialing of 5G technology, the Company’s launch of 5G fixed wireless services in Canada, the size of the Offering and the intended use of proceeds 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 are subject to risks, uncertainties and assumptions, including risks relating to the inability of the Company to complete the Offering, the continued availability of 5G equipment that is suitable and will allow the Company to complete its technical and customer trials, the impacts and restrictions caused by the COVID-19 pandemic which may be prolonged and which may further delay technical and customer trials, the results of the technical and customer trials not being satisfactory to TeraGo or any of its technology partners, the economic viability of any potential services that may result from the technical and customer trials, industry competitors who may have superior technology or are quicker to take advantage of 5G technology, the inability of the Company to launch a 5G fixed wireless business, future regulatory decisions that would be unfavourable to the Company and the spectrum licences it currently holds, and those risks set forth in the “Risk Factors” section in the preliminary short form prospectus and in the “Risk Factors” section in the annual MD&A of the Company for the year ended December 31, 2020, each 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 TeraGoTeraGo owns a national spectrum portfolio of exclusive 24 GHz and 38 GHz 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 RelationsMatt Glover, Gateway Investor Relations Telephone: 949-574-3860 Email: TGO@gatewayir.com