Sangoma Announces Special Meeting of Shareholders for Proposed Share Consolidation in Contemplation of Potential Listing on a U.S. National Stock Exchange

Sangoma Technologies Corporation (“

Sangoma

”) (TSXV: STC), a trusted leader in delivering cloud-based Communications-as-a-Service (“

CaaS

”) solutions, announces that it will host a virtual special meeting of shareholders at 10:30am (Toronto time) on Thursday, September 23, 2021 (the “

Meeting

”). Sangoma has set Tuesday, August 24, 2021 as the record date (the “

Record Date

”) for determining the shareholders entitled to receive notice of and vote at the Meeting.

In light of the ongoing COVID-19 pandemic and to proactively deal with this unprecedented public health impact, the Meeting is scheduled to be held as a virtual-only meeting conducted by live audio webcast at https://meetnow.global/MZTQ6WD. The virtual Meeting will be accessible online starting at 9:30 a.m. (Toronto time) on September 23, 2021 and commence at 10:30 a.m. (Toronto time). Shareholders, regardless of geographic location or equity ownership, will have an equal opportunity to attend the Meeting online. Shareholders will not be able to attend the Meeting in person. Shareholders are urged to vote well before the proxy deadline of 10:30 a.m. (Toronto time) on September 21, 2021.

Sangoma welcomes all registered shareholders and duly appointed proxyholders who wish to participate in the online Meeting to do so by joining the live webcast available at https://meetnow.global/MZTQ6WD. As usual, only registered shareholders and duly appointed proxyholders will be allowed to vote and intervene during the live Meeting. Unregistered shareholders and guests will be able to attend the online Meeting via the live webcast available at the same link.

At the Meeting, shareholders will be asked to approve a special resolution to authorize Sangoma’s board of directors (the “Board”) to effect a consolidation (the “Consolidation”) of its common shares (the “Common Shares”) based on a consolidation ratio within the range of one (1) post-consolidation share for every two (2) to twenty (20) pre-consolidation shares (the “Consolidation Resolution”). The details of the proposed Consolidation are included in a management information circular (the “Circular”) which is being mailed to shareholders in compliance with applicable laws. The Circular is available under Sangoma’s profile on SEDAR at www.sedar.com and Sangoma’s website at www.sangoma.com under Investor Relations. Sangoma encourages shareholders to vote and submit their proxies prior to the Meeting.

As of the Record Date, Sangoma had 133,151,508 Common Shares issued and outstanding. Following the completion of the proposed Consolidation, the number of Common Shares issued and outstanding will depend on the ratio selected by the Board. The following table sets out the applicable number of Common Shares that would be outstanding as a result of the Consolidation at the ratios stated below.

	Selected Proposed Consolidation Ratios	Approximate Number of Outstanding Common Shares (Post Consolidation)
	1 for 2	66,575,754
	1 for 5	26,630,301
	1 for 10	13,315,150
	1 for 15	8,876,767
	1 for 20	6,657,575

The ratios above are for informational purposes only and are not indicative of the actual ratio that may be adopted by the Board to effect the Consolidation. The exact number of Common Shares outstanding after the Consolidation will vary based on the actual Consolidation ratio, elimination of fractional shares, and certain other factors.

Background for Share Consolidation

Sangoma’s management team has been studying the potential benefits of an additional listing of the Common Shares on a U.S. stock exchange. Based on Sangoma’s stage of development, certain developments in its industry, its observations regarding the market for its peers whose securities are listed on U.S. stock exchanges, and also from discussions with both U.S.-based investment banks and other advisers, Sangoma believe that there may be potential benefits of a listing on a U.S. stock exchange, including:

• a significantly larger pool of available capital;
• a greater average daily trading volume;
• a greater number of U.S. retail and institutional investors; and
• a potential increase in market valuation.

In addition, pursuant to a covenant given by Sangoma to Star2Star Holdings, LLC and Blue Face Holdings Limited (collectively, the “Sellers”) in connection with Sangoma’s acquisition of all of the shares of StarBlue Inc. on March 31, 2021, Sangoma is required to evaluate the financial and other quantitative listing requirements for a U.S. national securities exchange, and to explore and take, over a 12-month period following closing on March 31, 2021, such actions as the Board shall reasonably authorize in contemplation of the potential quotation or listing, as applicable, of Sangoma’s Common Shares on a U.S. national securities exchange.  After such period, the Board is required to evaluate and determine, in its good faith judgment exercising its business judgment, whether it is in the best interests of Sangoma’s stockholders to secure the quotation or listing, as applicable, of its Common Shares on a U.S. national securities exchange, and if the Board determines that such quotation or listing is so advisable, then Sangoma is required to use its commercially reasonable efforts to secure the quotation or listing, as applicable, of its Common Shares on such an exchange.  Also, in the event such a U.S. listing is not obtained within eighteen (18) months following closing, then the Sellers’ Board appointment right shall be deemed to be revised such that Sellers’ representative (on behalf of the Sellers) will have the right to designate three (3) nominees to the Board (instead of two (2) nominees currently).

Sangoma must satisfy a variety of requirements to be accepted for listing on certain U.S. stock exchanges, including the requirement that the listed securities maintain a minimum per-share trading price for a specific period of time. This is the primary reason for seeking approval of Sangoma’s shareholders of the Consolidation at the Meeting.

Sangoma is not expected to change its name or trading symbol in conjunction with the Consolidation. All outstanding convertible securities such as stock options will also be proportionally adjusted on exercise as a result of the Consolidation, if approved and implemented.

Any authority of the Board to consolidate the Common Shares is conditional upon the prior approval of Sangoma’s shareholders by special resolution and the TSX Venture Exchange. There is also no assurance that the Board will proceed with a listing on a major U.S. stock exchange, or that such exchange would approve a listing application by Sangoma.

The Circular contains additional details with respect to the proposed Consolidation and effecting the Consolidation.

About Sangoma Technologies Corporation

Sangoma Technologies is a trusted leader in delivering value-based Communications as a Service (CaaS) solutions for businesses of all sizes. Sangoma’s cloud-based Services include Unified Communication (UCaaS) business communications, Meetings as a Service (MaaS), Communications Platform as a Service (CPaaS), Trunking as a Service (TaaS), Fax as a Service (FaaS), Device as a Service (DaaS), and Access Control as a Service (ACaaS). In addition, Sangoma offers a full line of communications Products, including premise-based UC systems, a full line of desk phones and headsets, and a complete connectivity suite (gateways/SBCs/telephony cards). Sangoma’s products and services are used in leading UC, PBX, IVR, contact center, carrier networks, office productivity, and data communication applications worldwide. Sangoma is also the primary developer and sponsor of Asterisk and FreePBX, the world’s two most widely used open-source communication software projects.

Sangoma Technologies Corporation is publicly traded on the TSX Venture Exchange (TSX VENTURE: STC). Additional information on Sangoma can be found at: www.sangoma.com.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements including the approval of the Consolidation and the ultimate consolidation ratio selected, Sangoma’s intention and ability to list on a major U.S. stock exchange, and the anticipated benefits of completing a Consolidation and listing on a major U.S. stock exchange. When used in this document, the words such as “could”, “plan”, “estimate", “expect”, “intend”, “may”, "potential”, "should” and similar expressions indicate forward-looking statements.

Although Sangoma believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in forward-looking statements. Such risks and uncertainties include, but are not limited to, the outcome of our ongoing investigation into the cyber attack, costs related to our investigation and any resulting liabilities, our ability to recover any proceeds under our insurance policies, and costs related to and the effectiveness of our mitigation and remediation efforts. Sangoma undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by law.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in its management's discussion and analysis, annual information form and the Circular (each available on www.sedar.com) include, but are not limited to risks and uncertainties associated with receipt of listing approval by a U.S. stock exchange, receipt of shareholder approval for a Consolidation (and the discretion granted to the board of directors to proceed with a consolidation and to fix a consolidation ratio), no guarantee of an increased share price or improved trading liquidity, the COVID-19 pandemic, changes in exchange rate between the Canadian Dollar and other currencies, changes in technology, changes in the business climate, changes in the regulatory environment, the decline in the importance of the PSTN and new competitive pressures. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts

Sangoma Technologies CorporationDavid MooreChief Financial Officer [phone] Ext. [e-mail]