EdgePoint Announces Execution of Standby Purchase Agreement and Commitment Letter with TeraGo

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TORONTO, Sept. 12, 2025 (GLOBE NEWSWIRE) -- TeraGo Inc. (“TeraGo” or the “Issuer”) (TSX:TGO): This press release is being disseminated by EdgePoint Investment Group Inc. (“EdgePoint”) and Cymbria Corporation (“Cymbria”, and collectively with EdgePoint, the “Acquiror”), an account managed by EdgePoint, to announce:

• the execution by Cymbria and the Issuer of a standby purchase agreement (the “Standby Purchase Agreement”) pursuant to which, subject to certain terms and conditions, Cymbria will acquire up to 9,468,619 common shares of the Issuer (“Shares”) in connection with a rights offering announced by the Issuer on September 11, 2025 (the “Rights Offering”); and
  
• the execution by EdgePoint and TeraGo Networks Inc., a subsidiary of the Issuer, of a commitment letter (the “Commitment Letter”) in respect of the refinancing of TeraGo’s secured credit facility in the aggregate principal amount of US$21 million (the “Credit Facility”), pursuant to which, subject to certain terms and conditions, Cymbria will acquire common share purchase warrants (“Warrants”) to acquire an aggregate of 2,005,341 Shares. Each such Warrant entitles the holder to subscribe for and purchase one Share for a period of 60 months at a price per Share of $0.84.
  

The Shares issuable under the Standby Purchase Agreement will be acquired at a price per Share of $0.84 for maximum total consideration of $7,953,639.96, assuming the maximum number of Shares are acquired pursuant to the Standby Purchase Agreement, and minimum total consideration of $3,953,640.60, assuming all rights distributed under the Rights Offering (including those received by Cymbria as an existing holder of Shares as at the record date for the Rights Offering) are exercised in full.

The Warrants issuable under the Commitment Letter will be issued by TeraGo in connection with the refinancing of the Credit Facility and the amendment and restatement of the related credit and guaranty agreement between TeraGo, as borrower, and CrowdOut Capital LLC and Cymbria, as lenders, which refinancing will be funded by the lenders under the new credit facility, subject to certain terms and conditions. The Warrants issuable in connection with the transactions contemplated by the Commitment Letter will be allocated among Cymbria and certain other lenders on closing of the refinancing of the Credit Facility.

Immediately prior to the execution of the Standby Purchase Agreement and the Commitment Letter, EdgePoint had control over, and Cymbria beneficial ownership of, 4,706,715 Shares and Warrants to acquire 854,100 Shares (representing, following the exercise in full of such Warrants, approximately 26.6% of TeraGo’s outstanding Shares as at such time).

Upon the completion of the Rights Offering and the transactions contemplated by the Standby Purchase Agreement and the Commitment Letter, EdgePoint may have control over, and Cymbria may have beneficial ownership of, up to 9,468,619 Shares and Warrants to acquire 2,907,511 Shares. Assuming that (i) such Warrants are exercised in full, (ii) Cymbria’s standby commitment provided under the Standby Purchase Agreement is fulfilled in full and the corresponding maximum number of rights distributed under the Rights Offering are exercised, and (iii) the concurrent $5.5 million private placement of the Issuer announced on September 11, 2025 in connection with the Rights Offering is completed, EdgePoint may have control over, and Cymbria may have beneficial ownership of, approximately 34.47% of TeraGo’s outstanding Shares.

The agreements to acquire securities of the Issuer were made in the ordinary course of business and for investment purposes. EdgePoint may acquire or dispose of ownership or control or direction over securities of the Issuer or may enter into derivative or other transactions with respect to such securities on behalf of accounts it manages. Cymbria may acquire or dispose of ownership or control or direction over additional securities of the Issuer or may enter into derivative or other transactions with respect to such securities. Any acquisition or disposition may be effected through market transactions, private agreements, subscriptions from treasury or otherwise.

An early warning report will be filed by the Acquiror under 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, Chief Compliance Officer of EdgePoint, 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.

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