An anonymous director reports

TeraGo, CROWDOUT CAPITAL AND CYMBRIA CORPORATION AMEND CERTAIN TERMS OF CREDIT AGREEMENT

TeraGo Inc., CrowdOut Capital LLC and Cymbria Corp. have executed a second amendment to the credit and guaranty agreement, which amends certain terms of the credit and guaranty agreement entered into between, inter alios, CrowdOut and the company as of Sept. 29, 2022, as amended by the first amendment to credit and guaranty agreement dated as of May 29, 2024, among CrowdOut, Cymbria and the company relating to the company's secured debt facility. The second amending agreement serves to increase the amount of the secured debt facility from $19-million (U.S.) to $21-million (U.S.) while maintaining consistency with the initial framework of the credit agreement, with the $2-million (U.S.) increase in the secured debt facility financed by Cymbria.

"Cymbria is pleased to provide additional capital to TeraGo to support the company's continued momentum. With the recent ISED consultation, we are confident that TeraGo will retain and leverage its valuable millimetre-wave spectrum licences to seize new opportunities and drive innovation as market adoption of fixed wireless access and 5G networks accelerates," said Frank Mullen, chief investment officer, Edgepoint Investment Group Inc.

In connection with the second amending agreement, subject to Toronto Stock Exchange approval, the company has agreed to issue 800,000 common share purchase warrants to Cymbria. Each warrant entitles Cymbria to subscribe for and purchase one fully paid common share in the capital of the company until 5 p.m. Toronto time on March 30, 2028, at a price per common share as follows:

• 200,000 warrants at a price per common share of $2.50;
• 200,000 warrants at a price per common share of $2;
• 200,000 warrants at a price per common share of $1.50;
• 200,000 warrants at a price per common share of $1.

As EdgePoint Investment Group, the portfolio manager of Cymbria, is a related party of the company, the second amending agreement and the issuance of the private placement will constitute related-party transactions within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and are subject to the formal valuation and minority approval requirements thereof, as applicable, unless an exemption is available. It is the intention of the company to rely on the exemptions in sections 5.5(a) and 5.7(1)(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101 for the private placement and Section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101 for the second amending agreement.

The company has filed the second amending agreement, which is available on SEDAR+.

About TeraGo Inc.

TeraGo provides managed network and security services to businesses across Canada, ensuring highly secure, reliable and redundant connectivity, including private 5G wireless networks, fixed wireless access, and fibre and cable wireline network connectivity. As Canada's biggest millimetre-wave spectrum holders, the company possesses spectrum licences in the 24-gigahertz and 38-gigahertz spectrum bands, which it utilizes to provide secure, dedicated SLA guaranteed enterprise-grade performance that is technology diverse from buried cables ensuring high-availability connectivity services. TeraGo serves over 1,800 Canadian and global businesses operating in major markets across Canada, including Toronto, Montreal, Calgary, Edmonton, Vancouver, Ottawa and Winnipeg, and has been providing wireless services since 1999.

We seek Safe Harbor.