TERAGO ANNOUNCES SUBSCRIPTIONS IN EXCESS OF $12,000,000 FOR THE PREVIOUSLY ANNOUNCED RIGHTS OFFERING AND CONCURRENT PRIVATE PLACEMENT

Executive Summary

• TERAGO Inc. reports that subscriptions to its Rights Offering and concurrent private placement total in excess of $12 million, exceeding the amount needed to trigger its planned recapitalization.
• The company also has a $21 million term loan commitment from EdgePoint Investment Group, which is contingent on securing the $12 million equity financing.
• Closing of the combined “Recapitalization Transactions” (Rights Offering, Private Placement, and Term Loan) is targeted for October 15, 2025, subject to TSX approval and other customary conditions.

Key Details

• Rights Offering & Private Placement:
• Rights Offering to existing shareholders plus a concurrent private placement of common shares with gross proceeds up to $5.5 million (as previously announced on Sep 11, 2025).

• Total subscriptions received—including standby commitments—amount to > $12 million.

• Term Loan Facility:

• Commitment letter signed with EdgePoint Investment Group Inc. for a 36‑month term loan of US $21 million (“New Term Debt Facility”).

• The loan is conditional on TERAGO securing the $12 million equity financing and on execution of definitive loan documents satisfactory to EdgePoint.

• Standby Commitment:

• Included in the financing package is a stand‑by commitment from Cymbria Corporation (managed by EdgePoint) for US $4 million.

• Closing Timeline & Conditions:

• Intended closing date for all Recapitalization Transactions: October 15, 2025 (or other dates as determined).

• Subject to receipt of all required approvals, notably the Toronto Stock Exchange (TSX) approval.

• Use of Proceeds (implied):

• Primary purpose is to refinance TERAGO’s existing term debt facility, improving capital structure and supporting ongoing operations.

Notable Quotes

(No direct quotes were provided in the release.)