NTG Clarity Announces Share Consolidation

 Toronto, ON / TheNewswire / March 18, 2024 / NTG Clarity Networks Inc. (TSX.V:NCI, OTC: NYWKF); NTG Clarity Networks Inc. (the “Company”) announces that it plans to proceed with a consolidation of its outstanding common shares (“Shares”) on the basis of one (1) post-consolidation Share for every five (5) pre-consolidation Shares (the “Consolidation”). 

 The Consolidation was approved by shareholders at the annual and special meeting of shareholders held on July 7, 2023. The Shares are expected to begin trading on a consolidated basis on the TSX Venture Exchange on March 20, 2024. 

 As a result of the Consolidation, the number of issued and outstanding Shares will be reduced from 187,672,355 Shares to 37,534,471 Shares, subject to treatment of fractional Shares.  

 Any fractional interest in Shares that is less than 0.5 of a Share resulting from the Consolidation will be rounded down to the nearest whole Share and any fractional interest in Shares that is 0.5 or greater of a Share will be rounded up to the nearest whole Share.  

 The new CUSIP number for the post-consolidation Shares is 62940V203 and the new ISIN number is CA62940V2030. 

 Shareholders who hold their Shares in brokerage accounts are not required to take any action to affect an exchange of their Shares. 

 Registered shareholders will receive a letter of transmittal from Odyssey Trust Company, the Company’s transfer agent. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates representing pre-consolidation Shares for new certificates representing post-consolidation Shares. Until surrendered, each share certificate representing pre-consolidation Shares will represent the number of whole post-consolidation Shares to which the holder is entitled as a result of the Consolidation. 

 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 600 IT and network professionals provide design, engineering, implementation, software development and security expertise to the industry’s leading enterprises. 

 Forward Looking Information 

 Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.  

 In particular, this press release contains forward-looking information with respect to the completion of the Consolidation and the expected timing of the Shares trading on a consolidated basis. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include obtaining all necessary regulatory approvals of the Consolidation, general economic conditions, market conditions, interest rates, exchange rates, access to capital and competitive conditions in the networking, IT and network enabled software solutions industry.  

 The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward- looking information. The foregoing statements expressly qualify any forward-looking information contained herein. 

 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. 

 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