An anonymous director reports

TERAGO CLOSES PRIVATE PLACEMENT OF WARRANTS

TeraGo Inc., further to its news release dated March 31, 2025, has closed a private placement of 800,000 common share purchase warrants, pursuant to the terms of a second amendment to the credit and guaranty agreement, between the company, Crowdout Capital LLC and Cymbria Corp., which amended certain terms of the previously executed credit and guaranty agreement dated as of Sept. 29, 2022 (as amended by that certain first amendment to the credit agreement dated as of May 29, 2024).

In connection with the amending agreement and providing the company with the second amendment term loan (as defined in the amending agreement) in the aggregate principal amount of $2-million (U.S.), the company issued 800,000 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 $2.00;
• 200,000 warrants at a price per common share of $1.50;
• 200,000 warrants at a price per common share of $1.06.

The company intends to use the debt proceeds to finance capital expenditures, other related transaction fees and expenses, and general corporate working capital purposes.

As EdgePoint Investment Group Inc., the portfolio manager of Cymbria, is a related party of the company, the issuance of the warrants under the private placement constituted a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and was subject to the formal valuation and minority approval requirements thereof, as applicable, unless an exemption was available. The company relied on the exemptions in sections 5.5(a) and 5.7(1)(a), Fair Market Value Not More Than 25 Per Cent of Market Capitalization, of MI 61-101 for the private placement.

The securities issued under the private placement will be subject to a hold period under applicable securities laws in Canada expiring four months and one day after the closing of the private placement.

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, 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.