Toronto, Canada, August 11, 2005 – TUCOWS Inc. (OTCBB: TCOW) announced the pricing of its public offering of 22,225,000 shares of common stock at a price of US $0.90 per share. Of the 22,250,000 shares, 21,823,827 shares are being offered by existing shareholders of the Company and 401,173 shares are being offered by the Company. The Company will not receive any proceeds from the sale of the shares offered by existing shareholders. As a result of the 7,775,000 share reduction in the number of shares being offered by the Company, the Company expects to incur $1,015,607 in expenses in connection with the offering. Tucows has granted the underwriters a 30-day option to purchase up to an additional 2,889,250 shares of common stock to cover over-allotments, if any, at a price of US $0.90 per share.
The shares are being offered in the United States through Desjardins Securities International Inc., CIBC World markets Corp. and Harris Nesbitt Corp.
Tucows anticipates that the offering will close on August 19, 2005 and that its common stock will commence trading on the American Stock Exchange under the symbol “TCX” on August 16, 2005. The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the common stock, subject to the Company fulfilling all of the listing requirements of the TSX. The common stock will not commence trading on the TSX prior to the closing of the offering. The proposed listing symbol for the common stock on the TSX is “TC”.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities. This offering is being made solely by means of a prospectus dated August 11, 2005. There shall not be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A copy of the U.S. prospectus relating to the offering may be obtained from Desjardins Securities International Inc., syndication, 145 King Street West, Toronto, Ontario M5H 1J8.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN THE UNITED STATES ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO CANADIAN NEWSWIRE SERVICES OR DISSEMINATION IN CANADA.
Tucows Inc. provides Internet services and downloadable software through a global distribution network of more than 6,000 service providers. These service providers primarily consist of web hosting companies, Internet service providers and providers of other services over the Internet. Tucows’ services include domain registrations services, digital certificates, billing, provisioning and customer care software solution, email and anti-spam services, Blogware and website building tools. Tucows is an accredited registrar with the Internet Corporation for Assigned names and Numbers, or ICANN, and generates revenue primarily through the provision of domain registration and other Internet services to service providers who offer such services to their own customers in a process known as wholesale distribution. For more information, please visit: www.tucowsinc.com
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the “Safe Harbor” provision of The Private Securities Litigation Reform Act of 1995, including statements regarding the expected closing date and when the shares made trade on the American Stock Exchange. Forward-looking statements relate to Tucows’ current expectations or forecasts of future events. The timing of the closing and the commencement of trading could differ materially from the timing set forth in the forward-looking statement due to general financial, economic, regulatory and political conditions. For a discussion of these and other risks and the uncertainties that may effect the forward-looking statements, please see the risk factors in the registration of Form S-1 which is on file with the Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Tucows undertakes no obligation to update publicly any forward-looking statement.
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