Burnaby, British Columbia--(Newsfile Corp. - May 23, 2024) - Tantalus Systems Holding Inc. (TSX: GRID) ("Tantalus" or the "Company") is pleased to announce that it has closed its previously announced bought deal financing by issuing an aggregate of 6,250,000 common shares (the "Common Shares") from the treasury of the Company at a price of C$1.60 per Common Share (the "Offering Price") for total gross proceeds of approximately C$10 million (the "Offering") pursuant to the terms of an underwriting agreement dated May 23, 2024 (the "Underwriting Agreement") between the Company and the Underwriters (as defined below). Cormark Securities Inc. and Canaccord Genuity Corp. (together, the "Co-Lead Underwriters") acted as co-leads and joint bookrunners of the Offering on behalf of a syndicate of underwriters which also included Beacon Securities Limited, Haywood Securities Inc. and Paradigm Capital Inc. (collectively with the Co-Lead Underwriters, the "Underwriters").
"Tantalus' ongoing mission is to help utilities modernize their distribution grids by harnessing the power of data, and the recent commercialization of our TRUSense Gateway solution is a significant leap forward in that effort," said Peter Londa, President and CEO of Tantalus Systems. "We would like to thank all our new and existing investors and the members of our banking syndicate for helping to strengthen our financial profile. By securing additional capital through this financing and adding new institutional and retail investors to our shareholder registry, we believe that Tantalus is in a stronger position to scale our business."
The Offering consisted of 4,937,500 Common Shares issued pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") in each of the provinces of Canada, other than Quebec, and such other jurisdictions outside of Canada as mutually agreed to by the Company and the Co-Lead Underwriters, for gross proceeds of $7,900,000 (the "LIFE Tranche"). In addition, the Company completed, concurrently with the LIFE Tranche, a brokered private placement of 1,312,500 Common Shares on the same terms as the LIFE Tranche, for gross proceeds of $2,100,000 (the "Concurrent Private PlacementTranche") pursuant to applicable exemptions under NI 45-106 other than the listed issuer financing exemption. The LIFE Tranche together with the Concurrent Private Placement Tranche constituted the Offering.
The net proceeds of the Offering will be used for research and development activities pertaining to new product initiatives, sales and business development activities, general corporate purposes and working capital.
Pursuant to the terms of the Underwriting Agreement, the Company paid to the Underwriters a fee in connection with the Offering comprised of (i) a cash fee equal to 6.0% of the aggregate gross proceeds of the Offering ("Cash Commission"), and (ii) an aggregate number of compensation warrants (each, a "Compensation Warrant") equal to 6.0% of the aggregate number of Common Shares issued pursuant to the Offering. Each Compensation Warrant is exercisable to acquire one Common Share at an exercise price equal to the Offering Price (for Compensation Warrants issued pursuant to the LIFE Tranche) or $1.71 (for Compensation Warrants issued pursuant to the Concurrent Private Placement Tranche) for a period of 24 months from the closing date of the Offering, subject to adjustment in certain events. Each of the Cash Commission payable and Compensation Warrants issuable to the Underwriters was reduced to 3.0% with respect to certain purchasers identified on the Company's president's list. The Underwriters did not receive any Cash Commission or Compensation Warrants in connection with sales completed to any U.S. purchasers on the Company's president's list.
Certain insiders of the Company participated in the Offering and purchased an aggregate of 1,474,300 Common Shares. Participation of such insiders in the Offering constituted a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holdings in Special Transactions ("MI 61-101"), but was exempt from the formal valuation and minority shareholder approval requirement of MI 61-101, as neither the fair market value of the securities issued to the insiders nor the consideration paid by the insiders exceeded 25% of the Company's market capitalization. None of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
ABOUT TANTALUS SYSTEMS HOLDING INC. (TSX: GRID)
Tantalus is a technology company dedicated to helping utilities modernize their distribution grids by harnessing the power of data across all their devices and systems deployed throughout the entire distribution grid. We offer a grid modernization platform across multiple levels: intelligent connected devices, communications networks, data management, enterprise applications and analytics. Our solutions provide utilities with the flexibility they need to get the most value from existing infrastructure investments while leveraging advanced capabilities to plan for future requirements. Learn more at https://www.tantalus.com/.
FORWARD-LOOKING STATEMENTS
This news release includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events, including, but not limited to, the anticipated use of the net proceeds of the Offering, the position of Tantalus, and other statements that contain words such as "believe," "expect," "project," "should," "seek," "anticipate," "will," "intend," "positioned," "risk," "plan," "may," "estimate" or, in each case, their negative and words of similar meaning. By its nature, forward-looking information involves a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking information. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.
A more complete discussion of the risks and uncertainties facing the Company is disclosed under the heading "Risk Factors" in the Company's Annual Information Form dated March 31, 2024, as well as the Company's continuous disclosure filings with Canadian securities regulatory authorities available at www.sedarplus.ca.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the use of the net proceeds of the Offering as announced or at all.
Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking information, which is based on the information available as of the date of this news release and the Company disclaims any intention or obligation to update or revise any forward-looking information contained in this new release, whether as a result of new information, future events or otherwise, unless required by applicable law. The forward-looking information included in this new release is expressly qualified in its entirety by this cautionary statement.
