NTG Clarity Announces Brokered LIFE Offering For Up to C$6.0 Million

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Sept. 17, 2024 /CNW/ - NTG Clarity Networks Inc. (TSXV: NCI) (OTC: NYWKF) (the "Company" or "NTG"), has entered into an agreement with Canaccord Genuity Corp. ("Canaccord" or the "Agent") to act as sole agent and bookrunner in connection with a best efforts private placement, under the Listed Issuer Financing Exemption (as defined herein), for gross proceeds of up to C$6.0 million (the "Offering") from the sale of up to 4,285,715 units of the Company (each, a "Unit") at a price of C$1.40 per Unit (the "Issue Price").

Each Unit will consist of one common share of the Company (a "Common Share"), and one half of one common share purchase warrant (each whole warrant, a "Warrant").  Each Warrant will entitle the holder thereof to purchase one Common Share at a price of C$2.00 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 digital transformation solutions through the Company's Egypt Offshore Centre and Saudi sales office 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 Offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption 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 www.sedarplus.ca and on the Company's website at: www.ntgclarity.com. Prospective investors should read this Offering Document before making an investment decision.

The Agent will also be entitled to offer the Units for sale pursuant to available exemptions from the prospectus requirements under applicable Canadian securities laws 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 those 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 the week of September 30^th, 2024 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including 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 700 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 involves various risks and uncertainties. Such statements relating to, among other things, the completion of the Offering and the use of proceeds of the Offering, are necessarily subject to risks and uncertainties, some of which are significant in scope and nature.

These uncertainties may cause actual results to differ from information contained herein. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of the management on the dates they are made and expressly qualified in their entirety by this notice. The Company assumes no obligation to update forward looking statements should circumstances or management's estimates or opinions change.

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.

SOURCE NTG Clarity Networks Inc.

For Further Information: Adam Zaghloul, Vice President, Strategy & Planning, NTG Clarity Networks Inc., Ph: 905-305-1325, Fax: [phone], Email: [email protected]