/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Oct. 19,
2023 /CNW/ - TeraGo Inc. ("TeraGo" " or
the "Issuer") (TSX: TGO): This press release is being
disseminated by EdgePoint Investment Group Inc.
("EdgePoint") and Cymbria Corp ("Cymbria", and collectively with EdgePoint,
the "Acquiror"), an account managed by EdgePoint, as
required by National Instrument 62-103 - The Early Warning
System and Related Take-Over Bids and Insider Reporting
Issues, in connection with its acquisition of common
shares ("Shares") of TeraGo.
EdgePoint announces that on October 19,
2023, it acquired 700,415 Shares of TeraGo on behalf of
Cymbria, representing
approximately 3.54% of TeraGo's outstanding Shares as calculated in
accordance with applicable securities legislation.
Prior to the acquisition, EdgePoint had control over, and
Cymbria beneficial ownership of,
4,006,300 Shares and 403,050 series B warrants, and 403,050 series
C warrants (collectively, the "Warrants") where each
entitles the holder to purchase one common Share in the capital of
the Issuer at an exercise price of $7.50, and $8.00
with expiration dates of October 23,
2023, and April 22, 2024,
respectively, representing a security holding percentage of 23.37%
of TeraGo's outstanding Shares calculated on a partially diluted
basis. As a result of the acquisition, EdgePoint now exercises
control over, and Cymbria has
beneficial ownership of, 4,706,715 Shares and 806,100 Warrants,
representing approximately 26.77% of TeraGo's outstanding Shares as
calculated on a partially diluted basis.
The consideration paid per Share was $1.22 resulting in total consideration of
$854,506 paid. The acquisition was
completed in accordance with the private agreement exemption
outlined in Section 4.2 of Part 4 of National Instrument 62-104 –
Take-Over Bids and Issuer Bids ("NI 62-104") and
crossed through the facilities of the Toronto Stock Exchange.
Specifically, (i) the acquisition was made from not more than five
persons in the aggregate, including persons located outside the
local jurisdiction, (ii) the bid was not made generally to security
holders of the class of Shares, and (iii) the value of the
consideration paid, including brokerage fees or commissions, was
not greater than 115% of the market price of the Shares as
determined in accordance with Section 1.11 of NI 62-104.
The acquisition of the Shares of the Issuer was made in the
ordinary course of business and for investment purposes. EdgePoint
may acquire or dispose of additional Shares of the Issuer or may
enter into derivative or other transactions with respect to such
Shares on behalf of accounts it manages. Cymbria may acquire or dispose of additional
Shares of the Issuer or may enter into derivative or other
transactions with respect to such Shares.
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.sedar.com. 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 500, Toronto,
Ontario, M5S 2X9. The Issuer's head office is located at 55
Commerce Valley Drive West, Suite 800, Thornhill, Ontario, L3T 7V9.
SOURCE EdgePoint Wealth Management Inc.