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TORONTO, Oct. 7, 2022 /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 7, 2022, it acquired 1,000,000 Shares of TeraGo on behalf of Cymbria, representing approximately 5.08% 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, 2,618,300 Shares and 403,050 series A warrants, 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 $7.00, $7.50, and $8.00 with expiration dates of April 21, 2023, October 23, 2023, and April 22, 2024, respectively, representing a security holding percentage of 18.31% 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, 3,618,300 Shares and 1,209,150 Warrants, representing approximately 23.09% of TeraGo's outstanding Shares as calculated on a partially diluted basis.
The consideration paid per Share was $3.25 resulting in total consideration of $3,250,000 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 Investment Group Inc.
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