NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, July 07, 2025 (GLOBE NEWSWIRE) — NTG Clarity Networks Inc. (TSX.V:NCI, OTC: NYWKF) (the “Company” or “NTG”), has entered into an agreement with Canaccord Genuity Corp. to act as lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a best efforts private placement offering of up to 4,545,456 units of the Company (each, a “Unit”) at a price of C$2.20 per Unit (the “Issue Price”) for gross proceeds of up to C$10.0 million (the “Offering“).
Each Unit will consist of one common share of the Company (a “Common Share”), and one half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of C$2.95 at any time on or before the date which is twenty-four months after the closing date of the Offering (the “Closing Date”).
The Company intends to use the net proceeds of the Offering to support the expansion and delivery of its digital transformation solutions and for working capital and general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units are being offered for sale to purchasers resident in all provinces of Canada, except Quebec, in reliance on the “listed issuer financing exemption” from the prospectus requirement available under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.
There is an offering document (the “Offering Document”) related to the Offering that can be accessed under the Company’s profile at http://www.sedarplus.ca and on the Company’s website at http://www.ntgclarity.com. Prospective investors should read this Offering Document before making an investment decision.
The Agents will also be entitled to offer the Units for sale in each of the provinces of Canada pursuant to available exemptions from the prospectus requirement under NI 45-106 (other than the Listed Issuer Financing Exemption), in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 (the “1933 Act”), as amended, and in certain other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date of the Offering.
The Company expects to close the Offering on or about July 17th, 2025. The Offering remains subject to the satisfaction of certain conditions including the receipt of all necessary regulatory approvals, and the approval of the TSX Venture Exchange.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
About NTG Clarity Networks Inc.
NTG Clarity Networks’ vision is to be a global leader in digital transformation solutions. As a Canadian company established in 1992, NTG Clarity has delivered software, networking, and IT solutions to large enterprises including financial institutions and network service providers. More than 1,200 IT and network professionals provide design, engineering, implementation, software development and security expertise to the industry’s leading enterprises.
Forward Looking Information
Certain statements in this release, other than statements of historical fact, are forward looking information that involve various risks and uncertainties. Forward looking information includes, but is not limited to, statements with respect to the terms of the Offering, the completion of the Offering and the use of proceeds therefrom.
All such forward-looking information is based on certain assumptions and analyses made by the Company in light of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. The risks, uncertainties, and assumptions may include, without limitation: the impact of industry and general economic conditions; uncertainty relating to future demand for the Company’s products and services; reliance on management and key personnel; availability of credit facilities and access to financing; risks relating to the effective management of the Company’s growth; competitive conditions; fluctuations in interest rates and exchange rates; emerging market and geopolitical uncertainties; stock market volatility; intellectual property protection and litigation; information technology and cybersecurity risks; failure to obtain regulatory approvals and the impact of new laws and regulatory requirements.
Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do, what benefits will be derived therefrom. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
For Further Information:
Adam Zaghloul, Vice President, Strategy & Planning
NTG Clarity Networks Inc.
Ph: 905-305-1325
Fax: 905-752-0469
Email: adam@ntgclarity.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
