Toronto, Ontario--(Newsfile Corp. - July 17, 2025) - NTG Clarity Networks Inc. (TSXV: NCI) (the "Company" or "NTG"), is pleased to announce the closing of its previously announced brokered private placement. Canaccord Genuity Corp. acted as lead agent and sole bookrunner, for and on behalf of a syndicate of agents (collectively, the "Agents"), in connection with the private placement, pursuant to which NTG issued an aggregate of 4,044,845 units (the "Units") at a price of C$2.20 per Unit, for aggregate gross proceeds of approximately C$9.0 million (the "Offering").
Each Unit consists of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share of the Company (a "Warrant Share") at a price of C$2.95 per Warrant Share for a period of 24 months following the date hereof (the "Closing Date").
The Units were issued pursuant to the listed issuer financing exemption from the prospectus requirement available under Part 5A of National Instrument 45-106 - Prospectus Exemptions as modified by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"). The securities issued under the LIFE Exemption will not be subject to any hold period in accordance with applicable Canadian securities laws.
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. The Offering remains subject to the final approval of the TSX Venture Exchange (the "Exchange").
"Our ability to consistently and rapidly grow revenue while remaining profitable highlights the strength and scalability of our model," said Adam Zaghloul, Vice President Strategy & Planning for NTG Clarity. "This capital further reinforces our balance sheet at a time when stability and scale matter more than ever to large enterprise clients. It enables us to confidently pursue larger contracts, deepen our presence across the Gulf region, and evaluate strategic opportunities as part of our long-term growth strategy."
In connection with the Offering, the Agents were paid a cash commission equal to 6.0% of the gross proceeds of the Offering (subject to a reduction to 3.0% of the gross proceeds in respect of sales to certain subscribers agreed to by the Agents and the Company). As additional consideration, the Company issued to the Agents warrants of the Company in an amount equal to 6% of the number of Units issues under the Offering (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to acquire one Common Share (a "Broker Warrant Share") at a price of C$2.20 per Broker Warrant Share for a period of 24 months following the Closing Date. The Broker Warrants and any Broker Warrant Shares issuable upon exercise thereof will be subject to a statutory hold period expiring four months and one day following the date of issue in accordance with applicable Canada 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 use of proceeds of the Offering, the Company's ability to obtain the final approval of the Exchange, and the Company's growth plans.
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.
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SOURCE: NTG Clarity Networks Inc.
